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PROSPECTUS

May 1, 2011

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

PruLife® Custom Premier II

This prospectus describes an individual flexible premium variable universal life insurance Contract, the PruLife® Custom Premier II Contract (the “Contract”) offered by Pruco Life Insurance Company ("Pruco Life", "us", "we", or "our"), a stock life insurance company. Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of America.

You may choose to invest your Contract's premiums and its earnings in one or more of the available Variable Investment Options of the Pruco Life Variable Universal Account (the “Account”). The prospectuses for the Variable Investment Options, including information about their investment objectives, fees, and investment advisers/subadvisers, are printed in the following order after this prospectus.

AST Balanced Asset Allocation	AST Preservation Asset Allocation	PSF Equity
AST BlackRock Global Strategies	AST Small-Cap Growth	PSF Global
AST BlackRock Value	AST Small-Cap Value	PSF High Yield Bond
AST Cohen & Steers Realty	AST T. Rowe Price Global Bond	PSF Jennison
AST Federated Aggressive Growth	AST T. Rowe Price Large-Cap Growth	PSF Jennison 20/20 Focus
AST Goldman Sachs Mid-Cap Growth	AST T. Rowe Price Natural Resources	PSF Money Market
AST JPMorgan International Equity	AST Wellington Management Hedged Equity	PSF Natural Resources
AST J.P. Morgan Strategic Opportunities	American Century VP Mid Cap Value Fund	PSF Small Capitalization Stock
AST Large-Cap Value	Dreyfus MidCap Stock	PSF Stock Index
AST Marsico Capital Growth	Dreyfus Socially Responsible Growth	PSF Value
AST MFS Global Equity	Janus Aspen Series Overseas Portfolio	PSF SP International Growth
AST MFS Growth	JPMorgan Intrepid Mid Cap Value	PSF SP International Value
AST Neuberger Berman Mid-Cap Growth	MFS Utilities Series	PSF SP Prudential U.S. Emerging Growth
AST PIMCO Limited Maturity Bond	Neuberger Berman AMT Socially Responsive	PSF SP Small Cap Value
AST PIMCO Total Return Bond	PSF Diversified Bond

You may also choose to invest your Contract’s premiums and its earnings in the Fixed Rate Option, which pays a guaranteed interest rate. See The Fixed Rate Option.

Please Read this Prospectus. Please read this prospectus before purchasing a PruLife® Custom Premier II variable universal life insurance Contract and keep it for future reference. Current prospectuses for each of the underlying Funds accompany this prospectus. These prospectuses contain important information about the Funds. Please read these prospectuses and keep them for reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined that this Contract is a good investment, nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise.

The Contract may be purchased through registered representatives located in banks and other financial institutions. Investment in a variable life insurance Contract is subject to risk, including the possible loss of your money. An investment in PruLife® Custom Premier II is not a bank deposit and is not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency.

Pruco Life Insurance Company

213 Washington Street

Newark, New Jersey 07102

Telephone: (800) 944-8786

TABLE OF CONTENTS

Page

SUMMARY OF CHARGES AND EXPENSES	1
Expenses other than Portfolio Expenses	1
Portfolio Expenses	5
SUMMARY OF THE CONTRACT AND CONTRACT BENEFITS	6
Brief Description of the Contract	6
Target Term Rider Summary	6
Types of Death Benefit Available Under the Contract	6
No-Lapse Guarantee Information	7
The Contract Fund	7
Premium Payments	7
Allocation of Premium Payments	8
Investment Choices	8
Transfers Among Investment Options	8
Increasing or Decreasing Basic Insurance Amount	8
Access to Contract Values	9
Contract Loans	9
Canceling the Contract (“Free-Look”)	9
SUMMARY OF CONTRACT RISKS	9
Contract Values are not Guaranteed	9
Limitation of Benefits on Certain Riders for Claims Due to War or Service in the Armed Forces	10
Increase in Charges	10
Contract Lapse	10
Risks of Using the Contract as a Short Term Savings Vehicle	10
Risks of Taking Withdrawals	10
Limitations on Transfers	11
Charges on Surrender of the Contract	11
Risks of Taking a Contract Loan	12
Potential Tax Consequences	12
Replacement of the Contract	12
SUMMARY OF RISKS ASSOCIATED WITH THE VARIABLE INVESTMENT OPTIONS	13
Risks Associated with the Variable Investment Options	13
Learn More about the Variable Investment Options	13
GENERAL DESCRIPTIONS OF PRUCO LIFE INSURANCE COMPANY, THE REGISTRANT, AND THE FUNDS	13
Pruco Life Insurance Company	13
The Pruco Life Variable Universal Account	13
The Funds	14
Investment Managers	14
Investment Subadvisers for the Advanced Series Trust & the Prudential Series Fund	16
Investment Advisers for Unaffiliated Funds / Portfolios	17
Service Fees Payable to Pruco Life	18
Voting Rights	18
Substitution of Variable Investment Options	19
The Fixed Rate Option	19

CHARGES AND EXPENSES	19
Sales Load Charges	20
Premium Based Administrative Charge	20
Cost of Insurance	21
Monthly Deductions from the Contract Fund	21
Daily Deduction from the Variable Investment Options	22
Surrender Charges	22
Transaction Charges	23
Allocated Charges	23
Charges After Age 121	24
Portfolio Charges	24
Charges for Optional Rider Coverage	24

PERSONS HAVING RIGHTS UNDER THE CONTRACT	24
Contract Owner	24
Beneficiary	25
OTHER GENERAL CONTRACT PROVISIONS	25
Assignment	25
Incontestability	25
Misstatement of Age or Sex	25
Settlement Options	25
Suicide Exclusion	25

RIDERS	26
Target Term Rider (Not Available with Contract Form VUL-2008)	26
Other Riders	27
REQUIREMENTS FOR ISSUANCE OF A CONTRACT	29
PREMIUMS	29
Minimum Initial Premium	29
Available Types of Premium	30
Allocation of Premiums	30
Transfers/Restrictions on Transfers	31
Dollar Cost Averaging	33
Auto-Rebalancing	33
DEATH BENEFITS	33
Contract Date	33
When Proceeds Are Paid	33
Death Claim Settlement Options	34
Types of Death Benefit	34
Changing the Type of Death Benefit	35
No-Lapse Guarantee	36
Increases in Basic Insurance Amount	38
Decreases in Basic Insurance Amount	39
CONTRACT VALUES	39
Surrender of a Contract	39
How a Contract's Cash Surrender Value Will Vary	40
Loans	40
Withdrawals	41
LAPSE AND REINSTATEMENT	42
TAXES	42
Tax Treatment of Contract Benefits	42
DISTRIBUTION AND COMPENSATION	45
LEGAL PROCEEDINGS	46

ADDITIONAL INFORMATION	47
DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS	48
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION	50

TABLE OF CONTENTS OF THE FUND PROSPECTUSES

SUMMARY OF CHARGES AND EXPENSES

Capitalized terms used in this prospectus are defined where first used or in the DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS, which is located at the end of the prospectus.

Expenses other than Portfolio Expenses

The following tables describe the maximum fees and expenses that you could pay when buying, owning, and surrendering the Contract. Your Contract's form number is located in the lower left hand corner on the first page of your Contract. Generally, our current fees and expenses are lower than the maximum fees and expenses reflected in the following tables. For more information about current charges and fees and expenses, seeCHARGES AND EXPENSES.

The first table describes maximum fees and expenses that we deduct from each premium payment, and maximum fees we charge for transactions and riders.

Table 1: Transaction and Optional Rider Fees
Charge	When Charge is Deducted	Amount Deducted
Maximum Sales Charge on Premiums (Load)	Deducted from premium payments.	6%
Premium Based Administrative Charge	Deducted from premium payments.	7.5%
Surrender Charge(1) (percentage of first year Sales Load Target Premium less premium for riders and extras)	Upon lapse, surrender, or decrease in Basic Insurance Amount.	Up to 100%
Transfer fee	Each transfer exceeding 12 in any Contract Year.	$25
Withdrawal fee	Upon withdrawal.	Lesser of $25 and 2% of withdrawal amount.
Insurance Amount Change fee	Upon change in Basic Insurance Amount.	$25
Living Needs Benefit Rider fee	When benefit is paid.	$150
Overloan Protection Rider fee (Percentage of the Contract Fund amount.)	One time charge upon exercising the rider benefit.	3.5%

(1)

The maximum surrender charge percentage of 100% applies in the early durations for younger ages. The percentage varies by Contract form, issue age and duration, and decreases to zero by the end of the 10th year. For some older ages, the duration is as short as 3 years. For Contract Form VUL-2004 the maximum surrender charge percentage is 90%. See CHARGES AND EXPENSES.

The second and third tables describe the maximum Contract fees and expenses that you will pay periodically during the time you own the Contract, not including the Funds’ fees and expenses.

Table 2 shows such charges for Contracts issued on or after the date that is the later of May 1, 2008 and the date of any subsequent state regulatory approval and uses the 2001 CSO Mortality Table (Contract Form VUL-2008). Your Contract's form number is located in the lower left hand corner on the first page of your Contract.

Table 3 shows such charges for Contracts issued prior to the date that is the later of May 1, 2008 and the date of any subsequent state regulatory approval and uses the 1980 CSO Mortality Table (Contract form VUL-2004 issued prior to October 17, 2005 and Contract form VUL-2005 issued on or after October 17, 2005 or subsequent state approval).

Table 2: Periodic Contract and Optional Rider Charges Other Than The Funds’ Operating Expenses (Contract Form VUL-2008)
Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (“COI”) for the Basic Insurance Amount. Minimum and Maximum Charges per $1,000 of the net amount at risk _____________ Initial COI for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class, no riders. (Charge per $1,000 of the net amount at risk.)	Monthly	From $.02 to $83.34(1)(2) _____________ $0.09
Mortality and Expense Risk fee (Calculated as a percentage of assets in Variable Investment Options)	Daily	0.45%(3)
Additional Mortality fees for risk associated with certain health conditions, occupations, avocations, or aviation risks. (Charged per $1,000 of Basic Insurance Amount)	Monthly	From $0.10 to $2.08(4)
Net interest on loans(5)	Annually	1% for standard loans. 0.10% for preferred loans.
Administrative fee for Basic Insurance Amount Minimum and Maximum Charges (Flat fee plus charge per $1,000 of Basic Insurance Amount) _____________ Basic Insurance Amount fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class, no riders. (Flat Fee plus charge per $1,000 of Basic Insurance Amount)	Monthly	$0.06 to $1.50; plus $30 in the first Contract year, and $9 thereafter. _____________ $30 plus $0.13 . .
Administrative fee for an increase to Basic Insurance Amount Minimum and Maximum Charges (Flat fee per increase segment plus charge per $1,000 of increase to the Basic Insurance Amount) _____________ Increase to Basic Insurance Amount fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class, no riders (Flat fee per increase segment plus charge per $1,000 of increase to the Basic Insurance Amount)	Monthly	$0.06 to $1.50 in all years; plus $12 per increase segment in the first 2 years, and zero thereafter. _____________ $12 per increase segment plus $0.13.

Accidental Death Benefit Rider(6) Minimum and Maximum Charges per $1,000 of the coverage amount _____________ Accidental Death Benefit Rider fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class. (Charge per $1,000 of the coverage amount)	Monthly	From $0.05 to $0.28(1) _____________ $0.07
Children Level Term Rider(6) (Charge per $1,000 of coverage)	Monthly	$.42
Enhanced Disability Benefit Rider(1)(6) Minimum and Maximum Charges (Percentage of the greater of: 9% of the policy target premium or the total of monthly deductions.) _____________ Enhanced Disability Benefit Rider fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class. (Percentage of the greater of: 9% of the policy target premium or the total of monthly deductions.)	Monthly	From 7.08% to 12.16% (1) _____________ 7.52%

(1)	The charge varies based on the individual characteristics of the insured, including such characteristics as: age, sex, and underwriting class.

(2)	For example, the highest COI rate is for an insured who is a male/female age 120. You may obtain more information about the particular COI charges that apply to you by contacting your Pruco Life representative.

(3)	The daily charge is based on the effective annual rate shown.

(4)	The amount and duration of the charge will vary based on individual circumstances including issue age, type of risk, and the frequency of exposure to the risk, and is charged per $1,000 of Basic Insurance Amount.

(5)	The maximum loan rate reflects the net difference between a standard loan with an effective annual interest rate of 4% and an effective annual interest credit equal to 3%. Preferred loans are charged a lower effective annual interest rate. See Loans.

(6)	Duration of the charge is limited. See CHARGES AND EXPENSES.

Table 3: Periodic Contract and Optional Rider Charges Other Than The Funds’ Operating Expenses (Contract Forms VUL-2004 and VUL-2005)
Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (“COI”) for the Basic Insurance Amount. Minimum and Maximum Charges per $1,000 of the net amount at risk _____________ Initial COI for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class, no riders. (Charge per $1,000 of the net amount at risk).	Monthly	From $.06 to $83.34(1)(2) _____________ $0.13

Cost of Insurance (“COI”) for Target Term Rider coverage. Minimum and Maximum Charges per $1,000 of the net amount at risk _____________ Initial COI for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class.	Monthly	From $.06 to $83.34(1)(2) _____________ $0.13
Mortality and Expense Risk fee (Calculated as a percentage of assets in Variable Investment Options)	Daily	0.45%(3)
Additional Mortality fee for risk associated with certain health conditions, occupations, avocations, or aviation risks. (Charged per $1,000 of Basic Insurance Amount)	Monthly	From $0.10 to $2.08(4)
Net interest on loans(5)	Annually	1% for standard loans. 0.10% for preferred loans.
Administrative fee for Basic Insurance Amount Minimum and Maximum Charges (Flat fee plus charge per $1,000 of Basic Insurance Amount) _____________ Basic Insurance Amount fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class, no riders. (Flat fee plus charge per $1,000 of Basic Insurance Amount)	Monthly	$0.04 to $1.40; plus $30 in the first Contract Year and $9 thereafter. _____________ $30 plus $0.12
Administrative fee for an increase to Basic Insurance Amount Minimum and Maximum Charges (Flat fee per increase segment plus charge per $1,000 of increase to the Basic Insurance Amount) _____________ Increase to Basic Insurance Amount fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class, no riders. (Flat fee per increase segment plus charge per $1,000 of increase to the Basic Insurance Amount)	Monthly	$0.04 to $1.40 in all years; plus $12 per increase in the first 2 years plus, and zero thereafter. _____________ $12 plus $0.12
The Target Term Rider or an increase to the Target Term Rider Minimum and Maximum Charges per $1,000 of the coverage amount _____________ Target Term Rider fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class.	Monthly	From $0.05 to $1.41(1) _____________ $0.13

Accidental Death Benefit Rider(6) Minimum and Maximum Charges per $1,000 of the coverage amount _____________ Accidental Death Benefit Rider fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class. (Charge per $1,000 of the coverage amount)	Monthly	From $0.05 to $0.28(1) _____________ $0.07
Children Level Term Rider(6) (Charge per $1,000 of coverage)	Monthly	$.42
Enhanced Disability Benefit Rider(1)(6) Minimum and Maximum Charges (Percentage of the greater of: 9% of the policy target premium or the total of monthly deductions.) _____________ Enhanced Disability Benefit Rider fee for a representative Contract Owner, male age 32 in the Nonsmoker Plus underwriting class. (Percentage of the greater of: 9% of the policy target premium or the total of monthly deductions.)	Monthly	From 7.08% to 12.16%(7) _____________ 7.52%

(1)	The charge varies based on the individual characteristics of the insured, including such characteristics as: age, sex, and underwriting class.

(2)	For example, the highest COI rate is for an insured who is a male/female age 99. You may obtain more information about the particular COI charges that apply to you by contacting your Pruco Life representative.

(3)	The daily charge is based on the effective annual rate shown.

(4)	The amount and duration of the charge will vary based on individual circumstances including issue age, type of risk, and the frequency of exposure to the risk, and is charged per $1,000 of Basic Insurance Amount.

(5)	The maximum loan rate reflects the net difference between a standard loan with an effective annual interest rate of 4% and an effective annual interest credit equal to 3%. Preferred loans are charged a lower effective annual interest rate. See Loans.

(6)	Duration of the charge is limited. See CHARGES AND EXPENSES.

(7)	For Contracts issued on Contract Form VUL-2004, the amount deducted is 7.08% to 10.39% of the greater of 9% of the policy target premium or the total of monthly deductions.

Portfolio Expenses

This table shows the minimum and maximum total operating expenses charged by the Funds that you will pay periodically during the time you own the Contract. More detail concerning each Fund’s fees and expenses is contained in the prospectus for each of the Funds.

Total Annual Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from the Funds’ assets, including management fees, any distribution [and/or service] (12b-1) fees, and other expenses, but not including reductions for any fee waiver or other reimbursements.)	0.38%	1.33%

SUMMARY OF THE CONTRACT

AND CONTRACT BENEFITS

Brief Description of the Contract

PruLife® Custom Premier II is a form of variable universal life insurance. A variable universal life insurance Contract is a flexible form of life insurance. It has a Death Benefit and a Contract Fund, the value of which changes every day according to the investment performance of the investment options to which you have allocated your net premiums. You may invest net premiums in one or more of the available Variable Investment Options or in the Fixed Rate Option. Although the value of your Contract Fund may increase if there is favorable investment performance in the Variable Investment Options you select, investment returns in the Variable Investment Options are NOT guaranteed. There is a risk that investment performance will be unfavorable and that the value of your Contract Fund will decrease. The risk will be different, depending upon which investment options you choose. You bear the risk of any decrease. If you select the Fixed Rate Option, we credit your account with a declared rate of interest, but you assume the risk that the rate may change, although it will never be lower than an effective annual rate of 3%. Transfers from the Fixed Rate Option may be restricted. The Contract is designed to be flexible to meet your specific life insurance needs. Within certain limits, the Contract will provide you with flexibility in determining the amount and timing of your premium payments. Some features and/or riders described in this prospectus may not be available in some states.

Target Term Rider Summary

Contract Forms other than Contract Form VUL-2008 may be issued with a Target Term Rider that could have a significant effect on the performance of your Contract. The Target Term Rider provides for a flexible term insurance benefit to Attained Age 100 on the life of the insured. You specify the initial amount of the Target Term Rider coverage, up to four times the base Contract's Basic Insurance Amount. The Target Term Rider is not available with Contract Form VUL-2008.

A Contract with a Target Term Rider will offer higher cash values than an all-base Contract with the same initial Death Benefit and premium payments if we do not change our current charges. The cash values will be higher because the current sales expense charge attributable to the Target Term Rider is lower than the charge attributable to the Sales Load Target Premium under the base policy. Our current COI and per $1,000 of insurance charges are also lower for the Target Term Rider.

However, a Contract with a Target Term Rider offers the potential for a greater reduction of cash values and Death Benefits than an all-base Contract with the same Death Benefit if we raise our current charges to the maximum Contractual level. There would be a greater reduction because guaranteed maximum charges attributable to the Basic Insurance Amount and the Target Term Rider coverage amount are the same except for the per $1,000 of insurance portion of the monthly administrative charge which is higher for a Target Term Rider.

There are various factors to consider regarding a Target Term Rider. Pruco Life pays significantly lower commissions on a Contract with a Target Term Rider than on an all base Contract with the same initial Death Benefit and premium payments. This may provide a financial incentive for your Pruco Life representative to promote the sale of a Contract without a Target Term Rider. However, not all Contract benefits and guarantees are available on Contracts issued with a Target Term Rider. For additional information, see RIDERS.

The surrender charge does not apply to a Target Term Rider.

Types of Death Benefit Available Under the Contract

There are three types of Death Benefit available. You may choose a Contract with a Type A (fixed) Death Benefit under which the Death Benefit generally remains at the Basic Insurance Amount you initially chose. However, the Contract Fund (described below) may grow to a point where the Death Benefit may increase and vary with investment experience. If you choose a Contract with a Type B (variable) Death Benefit, your Death Benefit will vary with investment experience. For a Contract with a Type A (fixed) Death Benefit and a Contract with a Type B (variable) Death Benefit, as long as the Contract is in-force, the Death Benefit will never be less than the Basic Insurance Amount shown in your Contract. If you choose a Contract with a Type C (return of premium) Death Benefit, the Death Benefit is generally equal to the Basic Insurance Amount plus the total premiums paid into the Contract, less withdrawals, accumulated at an interest rate (between 0% and 8%; in ½% increments) chosen by the Contract Owner. The Death Benefit on a Contract with a Type C (return of premium) Death Benefit is limited to the Basic Insurance Amount plus an amount equal to: the Contract Fund plus the Type C Limiting Amount (the initial Basic Insurance Amount) multiplied by the Type C Death Benefit Factor, both located in the Contract Limitations section of your Contract. On Contracts Forms

VUL-2004 and VUL-2005 the Type C Limiting Amount would be the sum of the initial Basic Insurance Amount plus any initial Target Term Rider coverage amount.

Any type of Death Benefit, described above, may be increased to ensure that the Contract will satisfy the Internal Revenue Code's definition of life insurance.

You may change your Contract’s Death Benefit type after issue, however, if you choose a Contract with a Type A (fixed) Death Benefit or a Contract with a Type B (variable) Death Benefit at issue, you will not be able to change to a Contract with a Type C (return of premium) Death Benefit thereafter. Also, if you change a Contract with a Type C (return of premium) Death Benefit to a Contract with a Type A (fixed) Death Benefit or a Contract with a Type B (variable) Death Benefit after issue, you will not be able to change back to a Contract with a Type C (return of premium) Death Benefit. See Types of Death Benefit and Changing the Type of Death Benefit.

No-Lapse Guarantee Information

We agree to keep your Contract in-force for a specified period, and guarantee that your Contract will not lapse as a result of unfavorable investment performance, as long as your total premiums accumulated at an effective annual rate of 4%, less withdrawals accumulated at 4%, (and for Contracts that had previously lapsed because of excess Contract Debt, less the Contract Debt in effect at the time of lapse, also accumulated at 4% starting at the date of default) are at least equal to the No-Lapse Guarantee Values shown in your Contract. If you have an outstanding Contract loan, a No-Lapse Guarantee will not keep the Contract in-force. See Withdrawals and Loans.

Generally there are three guarantee periods. Each guarantee period is associated with a corresponding level of premium payments which, if paid at the beginning of each Contract Year, guarantees that your Contract will not lapse during the relevant period, assuming there are no loans or withdrawals.

All Contracts have a Short Term No-Lapse Guarantee period, which has a corresponding Short Term No-Lapse Guarantee Premium. A Contract with a Target Term Rider and/or a Contract with a Type C (return of premium) Death Benefit will only have a Short Term No-Lapse Guarantee available. All other Contracts have a second, longer Limited No-Lapse Guarantee period with a corresponding Limited No-Lapse Guarantee Premium. Additionally, there is a Lifetime No-Lapse Guarantee period with a corresponding Lifetime Guarantee Premium for a Contract with a Type A (fixed) Death Benefit or a Contract with a Type B (variable) Death Benefit that has elected the Cash Value Accumulation Test for definition of life insurance. See No-Lapse Guarantee and PREMIUMS.

Unless a No-Lapse Guarantee is in effect, the Contract will go into default if the Contract Fund less any Contract Debt and less any applicable surrender charges falls to zero or less. Your Pruco Life representative can tell you the premium amounts you will need to pay to maintain these guarantees.

The Contract Fund

Your Contract Fund value changes daily, reflecting: (1) increases or decreases in the value of the Variable Investment Options; (2) interest credited on any amounts allocated to the Fixed Rate Option; (3) interest credited on any loan; and (4) the daily asset charge for mortality and expense risks assessed against the Variable Investment Options. The Contract Fund value also changes to reflect the receipt of premium payments, charges deducted from premium payments, and the monthly deductions described under CHARGES AND EXPENSES.

Premium Payments

You choose the timing and the amount of premium payments, with the exception of the minimum initial premium. All subsequent premium payments are subject to a minimum of $25 per payment. The Contract will remain in-force if the Contract Fund less any applicable surrender charges is greater than zero and more than any Contract Debt. Paying insufficient premiums, poor investment results, or the taking of loans or withdrawals from the Contract will increase the possibility that the Contract will lapse. However, if the premiums you paid, accumulated at an effective annual rate of 4%, less withdrawals also accumulated at 4% (“Accumulated Net Payments”) are at least equal to the amounts shown in the Table of No-Lapse Guarantee Values in your Contract Data pages, and there is no Contract Debt, we guarantee that your Contract will not lapse, even if investment experience is very unfavorable and the Contract Fund drops below zero. The length of time that the guarantee against lapse is available depends on your Contract's Death Benefit type. See PREMIUMS, No-Lapse Guarantee, and LAPSE AND REINSTATEMENT.

If you pay more premium than permitted under section 7702A of the Internal Revenue Code, your Contract would be classified as a Modified Endowment Contract, which would affect the federal income tax treatment of loans and withdrawals. For more information, see Modified Endowment Contracts.

Allocation of Premium Payments

When you apply for the Contract, you tell us how to allocate your premiums. You may change the way in which subsequent premiums are allocated by giving written notice to a Service Office, by our website, provided you are enrolled to use Prudential Online® Account Access, or by telephoning a Service Office, provided you are enrolled to use the Telephone Transfer System. See the section titled "The Pruco Life Variable Universal Account". See Allocation of Premiums.

On the later of the Contract Date and the end of the Valuation Period in which the initial premium is received, we deduct the charge for sales expenses and the premium based administrative charge from the initial premium. The remainder of the initial premium and any other net premium received in Good Order at the Payment Office during the 10 day period (or longer if required by state regulation) following your receipt of the Contract will be allocated to the Money Market investment option, then the first monthly deductions are made. After the tenth day, these Funds, adjusted for any investment results, will be transferred out of the Money Market investment option and allocated among the Variable Investment Options and/or the Fixed Rate Option according to your current premium allocation.

Investment Choices

You may choose to invest your Contract's premiums and its earnings in one or more of the available Variable Investment Options. You may also invest in the Fixed Rate Option. See The Funds and The Fixed Rate Option. You may transfer money among your investment choices, subject to restrictions. See Transfers/Restrictions on Transfers.

We may add or remove Variable Investment Options in the future.

Transfers Among Investment Options

Multiple transfers that occur during the same day, but prior to the end of the Valuation Period for that day, will be counted as a single transfer.

We may charge an administrative transaction fee of up to $25 for each transfer made exceeding 12 in any Contract Year. No transaction fee is currently charged in connection with a transfer, but we reserve the right to charge such a fee.

Certain restrictions may apply to transfers from the Fixed Rate Option.

We reserve the right to prohibit transfer requests determined to be disruptive to the investment option or to the disadvantage of other Contract Owners.

Transfer restrictions will be applied in a uniform manner and will not be waived.

In addition, you may use our dollar cost averaging feature or our automatic rebalancing feature. For additional information, please see Transfers/Restrictions on Transfers, Dollar Cost Averaging, and Auto-Rebalancing.

Increasing or Decreasing Basic Insurance Amount

Subject to conditions determined by us, after the issue of the Contract and after the first Contract Anniversary, you may increase the amount of insurance by increasing the Basic Insurance Amount of the Contract. When you do this, you create an additional Coverage Segment. Each Coverage Segment will be subject to its own monthly deductions,

surrender charge, and surrender charge period, which begins on that segment’s effective date. See Increases in Basic Insurance Amount and Surrender Charges. In addition, if a significant premium is paid in conjunction with an increase, there is a possibility that the Contract will be classified as a Modified Endowment Contract. See Tax Treatment of Contract Benefits.

Subject to certain limitations, you also have the option of decreasing the Basic Insurance Amount of your Contract after the issue of the Contract. See Decreases in Basic Insurance Amount.

For Contracts with more than one Coverage Segment, a decrease in Basic Insurance Amount will reduce each Coverage Segment based on the proportion of the Coverage Segment amount to the total of all Coverage Segment amounts in effect just before the change. A decrease in Basic Insurance Amount may result in a surrender charge. See Surrender Charges.

We may decline a decrease in the Basic Insurance Amount if we determine it would cause the Contract to fail to qualify as "life insurance" for purposes of Section 7702 of the Internal Revenue Code. In addition, if the Basic Insurance Amount is decreased, there is a possibility that the Contract will be classified as a Modified Endowment Contract. See Tax Treatment of Contract Benefits. We may decline a decrease in the Basic Insurance Amount if the Contract Fund value is less than any applicable partial surrender charges.

No administrative processing charge is currently being made in connection with either an increase or a decrease in Basic Insurance Amount. However, we reserve the right to charge such a fee in an amount of up to $25. See CHARGES AND EXPENSES.

Access to Contract Values

A Contract may be surrendered for its Cash Surrender Value (the Contract Fund minus any Contract Debt and minus any applicable surrender charge) while the insured is living. To surrender a Contract, we may require you to deliver or mail the Contract with a written request in a form that meets our needs, to a Service Office. The Cash Surrender Value of a Contract will be determined as of the end of the Valuation Period in which such a request is received in a Service Office. Surrender of a Contract may have tax consequences. See Surrender of a Contract and Tax Treatment of Contract Benefits.

Under certain circumstances, you may withdraw a part of the Contract's Cash Surrender Value without surrendering the Contract. The amount withdrawn must be at least $500. There is an administrative processing fee for each withdrawal which is the lesser of: (a) $25 and; (b) 2% of the withdrawal amount. Withdrawal of the Cash Surrender Value may have tax consequences. See Withdrawals and Tax Treatment of Contract Benefits.

Contract Loans

You may borrow money from us using your Contract as security for the loan, provided the Contract is not in default. The maximum loan amount is equal to the sum of (1) 99% of the portion of the cash value attributable to the Variable Investment Options and (2) the balance of the cash value, provided the Contract is not in default. The cash value is equal to the Contract Fund less any surrender charge. A Contract in default has no loan value. Under Contract Form VUL-2008 there is no minimum loan amount. The minimum loan amount you may borrow if you have Contract Form VUL-2004 or Contract Form VUL-2005 is generally $500, but may be lower in some states. See Loans.

Canceling the Contract (“Free-Look”)

Generally, you may return the Contract for a refund within 10 days after you receive it (or within any longer period of time required by state law). In general, you will receive a refund of all premium payments made, less any applicable federal and/or state income tax withholding. However, if applicable law permits a market value free-look, you will receive the greater of (1) the Contract Fund (which includes any investment results) plus the amount of any charges that have been deducted or (2) all premium payments made (including premium payments made more than 10 days after you receive the Contract, but within any longer free-look period of time required by state law), less any applicable federal and/or state income tax withholding. A Contract returned according to this provision shall be deemed void from the beginning.

SUMMARY OF CONTRACT RISKS

Contract Values are not Guaranteed

Your benefits (including life insurance) are not guaranteed, and may be entirely dependent on the investment performance of the Variable Investment Options you select. The value of your Contract Fund rises and falls with the

performance of the investment options you choose and the charges that we deduct. Poor investment performance could cause your Contract to lapse and you could lose your insurance coverage. However, payment of the Death Benefit may be guaranteed under the No-Lapse Guarantee feature or may be protected under the Overloan Protection Rider. See No-Lapse Guarantee and Overloan Protection Rider.

The Variable Investment Options you choose may not perform to your expectations. Investing in the Contract involves risks including the possible loss of your entire investment. Only the Fixed Rate Option provides a guaranteed rate of return. For more detail, please see Risks Associated with the Variable Investment Options and The Fixed Rate Option.

Limitation of Benefits on Certain Riders for Claims Due to War or Service in the Armed Forces

We will not pay a benefit on any Accidental Death Benefit type rider or make payments for any disability type rider if the death or injury is caused or contributed to by war or act of war, declared or undeclared, including resistance to armed aggression. This restriction includes service in the armed forces of any country at war.

Increase in Charges

In several instances we will use the terms “maximum charge” and “current charge.” The “maximum charge,” in each instance, is the highest charge that we may make under the Contract. The “current charge,” in each instance, is the amount that we now charge, which may be lower than the maximum charge. If circumstances change, we reserve the right to increase each current charge, up to the maximum charge, without giving any advance notice.

Contract Lapse

Each month we determine the value of your Contract Fund. The Contract is in default if the Contract Fund, less any applicable surrender charges, is zero or less, unless it remains in-force under the No-Lapse Guarantee. See No-Lapse Guarantee. Your Contract will also be in default if at any time the Contract Debt equals or exceeds the Contract Fund less any applicable surrender charges. Should either event occur, we will notify you of the required payment to prevent your Contract from terminating. See Loans. Your payment must be received at the Payment Office within the 61-day grace period after the notice of default is mailed or the Contract will end and have no value. See LAPSE AND REINSTATEMENT. If you have an outstanding loan when your Contract lapses, you may have taxable income as a result. See Tax Treatment of Contract Benefits - Pre-Death Distributions.

Risks of Using the Contract as a Short Term Savings Vehicle

Because the Contract provides for an accumulation of a Contract Fund as well as a Death Benefit, you may wish to use it for various insurance planning purposes. Purchasing the Contract for such purposes may involve certain risks.

For example, a life insurance Contract could play an important role in helping you to meet the future costs of a child’s education. The Contract’s Death Benefit could be used to provide for education costs should something happen to you, and its investment features could help you accumulate savings. However, if the Variable Investment Options you choose perform poorly, if you do not pay sufficient premiums, or if you access the values in your Contract through withdrawals or Contract loans, your Contract may lapse or you may not accumulate the value you need.

The Contract is designed to provide benefits on a long-term basis. Consequently, you should not purchase the Contract as a short-term investment or savings vehicle. Because of the long-term nature of the Contract, you should consider whether purchasing the Contract is consistent with the purpose for which it is being considered.

Risks of Taking Withdrawals

If your Contract meets certain requirements, you may make withdrawals from your Contract’s Cash Surrender Value while the Contract is in-force. The amount withdrawn must be at least $500. The withdrawal amount is limited by the requirement that the Cash Surrender Value after withdrawal may not be less than or equal to zero after deducting any charges associated with the withdrawal and an amount that we estimate will be sufficient to cover the Contract Fund deductions for two Monthly Dates following the date of withdrawal. There is a transaction fee for each withdrawal which is the lesser of: (a) $25 and; (b) 2% of the withdrawal amount. Withdrawal of the Cash Surrender Value may have tax consequences. See Tax Treatment of Contract Benefits.

Whenever a withdrawal is made, the Death Benefit may immediately be reduced by at least the amount of the withdrawal. Withdrawals under a Contract with a Type B (variable) Death Benefit and a Contract with a Type C (return of

premium) Death Benefit will not change the Basic Insurance Amount. However, under a Contract with a Type A (fixed) Death Benefit, the withdrawal may require a reduction in the Basic Insurance Amount, and if the Death Benefit was increased to meet the definition of life insurance, a reduction in Target Term Rider coverage amount may be required. A surrender charge may be deducted when any withdrawal causes a reduction in the Basic Insurance Amount. See CHARGES AND EXPENSES. No withdrawal will be permitted under a Contract with a Type A (fixed) Death Benefit if it would result in a Basic Insurance Amount of less than the minimum Basic Insurance Amount. See REQUIREMENTS FOR ISSUANCE OF A CONTRACT. It is important to note, however, that if the Basic Insurance Amount is decreased, there is a possibility that the Contract might be classified as a Modified Endowment Contract. Accessing the values in your Contract through withdrawals may significantly affect current and future Contract values or Death Benefit proceeds and may increase the chance that your Contract will lapse. Before making any withdrawal that causes a decrease in Basic Insurance Amount, you should consult with your tax adviser and your Pruco Life representative. See Withdrawals and Tax Treatment of Contract Benefits.

Limitations on Transfers

You may, up to 12 times each Contract Year, transfer amounts among the Variable Investment Options or to the Fixed Rate Option. We may charge up to $25 for each transfer made exceeding 12 in any Contract Year.

Additional transfers may be made only with our consent. Currently, we allow you to make additional transfers. For the first 20 transfers in a calendar year, you may transfer amounts by proper written notice to a Service Office, by our website, provided you are enrolled to use Prudential Online® Account Access, or by telephone, provided you are enrolled to use the Telephone Transfer System. We use reasonable procedures to confirm that instructions given by telephone are genuine. However, we are not liable for following telephone instructions that we reasonably believe to be genuine. In addition, we cannot guarantee that you will be able to get through to complete a telephone transfer during peak periods such as periods of drastic economic or market change.

After you have submitted 20 transfers in a calendar year, we will accept subsequent transfer requests only if they are in a form that meets our needs, bear an original signature in ink, and are sent to us by U.S. regular mail. After you have submitted 20 transfers in a calendar year, a subsequent transfer request by telephone, fax, or electronic means will be rejected, even in the event that it is inadvertently processed.

Currently, certain transfers effected systematically under either a dollar cost averaging or an automatic rebalancing program described in this prospectus do not count towards the limit of 12 transfers per Contract Year or the limit of 20 transfers per calendar year. In the future, we may count such transfers towards the limit.

Multiple transfers that occur during the same day, but prior to the end of the Valuation Period for that day, will be counted as a single transfer.

Generally, only one transfer from the Fixed Rate Option is permitted during each Contract Year. The maximum amount per Contract you may transfer out of the Fixed Rate Option each year is the greater of: (a) 25% of the amount in the Fixed Rate Option; and (b) $2,000.

Your Contract may include Funds that are not currently accepting additional investments. See the section titled "The Pruco Life Variable Universal Account".

We may modify your right to make transfers by restricting the number, timing and/or amount of transfers we find to be disruptive to the investment option or to the disadvantage of other Contract Owners. We also reserve the right to prohibit transfer requests made by an individual acting under a power of attorney on behalf of more than one Contract Owner. We will immediately notify you at the time of a transfer request if we exercise this right.

Transfer restrictions will be applied uniformly and will not be waived. See Transfers/Restrictions on Transfers.

Charges on Surrender of the Contract

You may surrender your Contract at any time for its Cash Surrender Value while the insured is living. We deduct a surrender charge from the surrender proceeds. In addition, the surrender of your Contract may have tax consequences. See Tax Treatment of Contract Benefits.

We will assess a surrender charge if, during the first 10 Contract Years (or during the first 10 years of a Coverage Segment representing an increase in Basic Insurance Amount), the Contract lapses, is surrendered, or the Basic Insurance Amount is decreased (including as a result of a withdrawal or a Death Benefit type change). The surrender charge varies and is calculated as described in Surrender Charges. While the amount of the surrender charge decreases over time, it may be a substantial portion or even equal to your Contract Fund.

Risks of Taking a Contract Loan

Accessing the values in your Contract through Contract loans may significantly affect current and future Contract values or Death Benefit proceeds and may increase the chance that your Contract will lapse. Your Contract will be in default if, at any time, the Contract Debt equals or exceeds the Contract Fund less any applicable surrender charges, even if the No-Lapse Guarantee is in effect. If the Contract lapses or is surrendered, the amount of unpaid Contract Debt will be treated as a distribution and will be immediately taxable to the extent of the gain in the Contract. In addition, if your Contract is a Modified Endowment Contract for tax purposes, taking a Contract loan may have tax consequences. See Tax Treatment of Contract Benefits.

Potential Tax Consequences

Your Contract is structured to meet the definition of life insurance under Section 7702 of the Internal Revenue Code. At issue, the Contract Owner chooses one of the following definition of life insurance tests: (1) Cash Value Accumulation Test or (2) Guideline Premium Test. Under the Cash Value Accumulation Test, there is a minimum Death Benefit to cash value ratio. Under the Guideline Premium Test, there is a limit to the amount of premiums that can be paid into the Contract, as well as a minimum Death Benefit to cash value ratio. Consequently, we reserve the right to refuse to accept a premium payment that would, in our opinion, cause this Contract to fail to qualify as life insurance. We also have the right to refuse to accept any payment that increases the Death Benefit by more than it increases the Contract Fund. Although we believe that the Contract should qualify as life insurance for tax purposes, there are some uncertainties, particularly because the Secretary of Treasury has not yet issued permanent regulations that bear on this question. Accordingly, we reserve the right to make changes -- which will be applied uniformly to all Contract Owners after advance written notice -- that we deem necessary to insure that the Contract will qualify as life insurance. We require the Guideline Premium Test as the definition of life insurance if you choose to have the Overloan Protection Rider. See the Overloan Protection Rider section.

Current federal tax law generally excludes all Death Benefits from the gross income of the beneficiary of a life insurance Contract. However, your Death Benefit could be subject to estate tax. In addition, you generally are not subject to taxation on any increase in the Contract value until it is withdrawn. Generally, you are taxed on surrender proceeds and the proceeds of any partial withdrawals only if those amounts, when added to all previous distributions, exceed the total premiums paid. Amounts received upon surrender or withdrawal (including any outstanding Contract loans) in excess of premiums paid are treated as ordinary income.

Special rules govern the tax treatment of life insurance policies that meet the federal definition of a Modified Endowment Contract. The Contract could be classified as a Modified Endowment Contract if premiums in amounts that are too large are paid or a decrease in the Basic Insurance Amount is made (or a rider removed). The addition of a rider or an increase in the Basic Insurance Amount may also cause the Contract to be classified as a Modified Endowment Contract if a significant premium is paid in conjunction with an increase or the addition of a rider. We will notify you if a premium or a reduction in Basic Insurance Amount would cause the Contract to become a Modified Endowment Contract, and advise you of your options.

Under current tax law, Death Benefit payments under Modified Endowment Contracts, like Death Benefit payments under other life insurance Contracts, generally are excluded from the gross income of the beneficiary. However, amounts you receive under the Contract before the insured's death, including loans and withdrawals, are included in income to the extent that the Contract Fund before surrender charges exceeds the premiums paid for the Contract increased by the amount of any loans previously included in income and reduced by any untaxed amounts previously received other than the amount of any loans excludible from income. An assignment of a Modified Endowment Contract is taxable in the same way. These rules also apply to pre-death distributions, including loans and assignments, made during the two-year period before the time that the Contract became a Modified Endowment Contract.

All Modified Endowment Contracts issued by us to you during the same calendar year are treated as a single Contract for purposes of applying these rules. See Tax Treatment of Contract Benefits.

Any taxable income on pre-death distributions (including full surrenders) is subject to a penalty of 10 percent unless the amount is received on or after age 59½, on account of your becoming disabled or as a life annuity. It is presently unclear how the penalty tax provisions apply to Contracts owned by businesses.

Replacement of the Contract

The replacement of life insurance is generally not in your best interest. In most cases, if you require additional life insurance coverage, the benefits of your existing Contract can be protected by increasing the insurance amount of your existing Contract, or by purchasing an additional Contract. If you are considering replacing a Contract, you should

compare the benefits and costs of supplementing your existing Contract with the benefits and costs of purchasing a new Contract and you should consult with a tax adviser.

SUMMARY OF RISKS ASSOCIATED WITH

THE VARIABLE INVESTMENT OPTIONS

You may choose to invest your Contract's premiums and its earnings in one or more of the available Variable Investment Options. You may also invest in the Fixed Rate Option. The Fixed Rate Option is the only investment option that offers a guaranteed rate of return. See The Funds and The Fixed Rate Option.

Risks Associated with the Variable Investment Options

The Separate Account invests in the shares of one or more open-end management investment companies registered under the Investment Company Act of 1940. Each Variable Investment Option has its own investment objective and associated risks, which are described in the accompanying Fund prospectuses. The income, gains, and losses of one Variable Investment Option have no effect on the investment performance of any other Variable Investment Option.

We do not promise that the Variable Investment Options will meet their investment objectives. Amounts you allocate to the Variable Investment Options may grow in value, decline in value or grow less than you expect, depending on the investment performance of the Variable Investment Options you choose. You bear the investment risk that the Variable Investment Options may not meet their investment objectives. It is possible to lose your entire investment in the Variable Investment Options. Although the Series Fund Money Market Portfolio is designed to be a stable investment option, it is possible to lose money in that Portfolio. For example, when prevailing short-term interest rates are very low, the yield on the Money Market Portfolio may be so low that, when Separate Account and Contract charges are deducted, you experience a negative return. See The Funds.

Learn More about the Variable Investment Options

Before allocating amounts to the Variable Investment Options, you should read the current Fund prospectuses for detailed information concerning their investment objectives, strategies, and investment risks.

GENERAL DESCRIPTIONS OF PRUCO LIFE INSURANCE COMPANY, THE REGISTRANT, AND THE FUNDS

Pruco Life Insurance Company

Pruco Life Insurance Company ("Pruco Life", “us”, “we”, or “our”) is a stock life insurance company, organized on December 23, 1971 under the laws of the state of Arizona. It is licensed to sell life insurance and annuities in the District of Columbia, Guam, and in all states except New York. Pruco Life’s principal Executive Office is located at 213 Washington Street, Newark, New Jersey 07102.

The Pruco Life Variable Universal Account

Pruco Life has established a Separate Account, the Pruco Life Variable Universal Account (the "Account", or the "Registrant") to hold the assets that are associated with the Contracts. The Account was established on April 17, 1989 under Arizona law and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 as a unit investment trust, which is a type of investment company. The Account meets the definition of a "Separate Account" under the federal securities laws. The Account holds assets that are segregated from all of Pruco Life's other assets.

Pruco Life is the legal owner of the assets in the Account. Pruco Life will maintain assets in the Account with a total market value at least equal to the reserve and other liabilities relating to the variable benefits attributable to the Contracts. In addition to these assets, the Account's assets may include funds contributed by Pruco Life to commence operation of the Account and may include accumulations of the charges we make against the Account. From time to time Pruco Life will transfer capital contributions and earned fees and charges to its general account. Pruco Life will consider any possible adverse impact the transfer might have on the Account before making any such transfer.

Income, gains and losses credited to, or charged against, the Account reflect the Account’s own investment experience and not the investment experience of Pruco Life’s other assets. The assets of the Account may not be charged with liabilities that arise from any other business Pruco Life conducts.

We are obligated to pay all amounts promised to Contract Owners under the Contract. The obligations to Contract Owners and beneficiaries arising under the Contracts are general corporate obligations of Pruco Life.

The AST Neuberger Berman Mid-Cap Growth Portfolio is subadvised by Neuberger Berman Management Inc. The SP Mid Cap Growth Portfolio, which is also an available investment option in your Contract, is now also subadvised by Neuberger Berman as of November 16, 2007. The investment objectives, investment policies and investment strategies followed by both Portfolios are now substantially the same. Consequently, we closed the AST Neuberger Berman Mid-Cap Growth Portfolio to new investments effective November 16, 2007.

You may invest in one or a combination of the available Variable Investment Options, including any investments currently in The AST Neuberger Berman Mid-Cap Growth Portfolio, but only if you are already invested in this portfolio. When you choose a Variable Investment Option, we purchase shares of a Fund or a separate investment series of a Fund which are held as an investment for that option. We hold these shares in the Account. We may remove or add additional Variable Investment Options in the future. The Account’s financial statements are available in the Statement of Additional Information to this prospectus.

The Funds

Each of these Funds is detailed in separate prospectuses that are provided with this prospectus. You should read the Fund prospectuses before you decide to allocate assets to the Variable Investment Options. There is no assurance that the investment objectives of the Variable Investment Options will be met. There may be Portfolios or Funds described in the accompanying Fund prospectuses that are not available in this product. Please refer to the list below to see which Variable Investment Options you may choose.

The terms “Fund”, “Portfolio”, and “Variable Investment Option” are largely used interchangeably. Some of the Variable Investment Options use the term “Fund”, and others use the term “Portfolio” in their respective prospectuses. Funds of the series type, such as the Prudential Series Fund or Advanced Series Trust, are generally described as a "Fund" consisting of a number of underlying "Portfolios."

Investment Managers

AST Investment Services, Inc. (“AST”) and Prudential Investments LLC (“PI”) serve as co-investment managers of the Advanced Series Trust and the Prudential Series Fund.

The Funds’ Investment Management Agreements, on behalf of each Fund, with AST and PI (the “Management Agreements”), provide that AST and PI (the “Investment Managers”) will furnish each applicable Fund with investment advice and administrative services subject to the supervision of the Board of Trustees and in conformity with the stated policies of the applicable Fund. The Investment Managers must also provide, or obtain and supervise, the executive, administrative, accounting, custody, transfer agent and shareholder servicing services that are deemed advisable by the Board.

The charts below reflect the Funds in which the Account invests, their investment objectives, and each Fund’s investment advisers and investment subadvisers. The full names of the investment subadvisers and investment advisers are listed immediately following each chart. For Funds with multiple subadvisers, each subadviser manages a portion of the assets for that Fund. Your Contract may include Funds that are not currently accepting additional investments. See The Pruco Life Variable Universal Account section.

Portfolios	Objectives	Subadvisers
Prudential Series Fund - Class I Shares
Diversified Bond	High level of income over a longer term while providing reasonable safety of capital.	PIM
Equity	Long-term growth of capital.	Jennison
Global	Long-term growth of capital.	LSV MCM QMA T. Rowe Price William Blair
High Yield Bond	High total return.	PIM

Jennison	Long-term growth of capital.	Jennison
Jennison 20/20 Focus	Long-term growth of capital.	Jennison
Money Market	Maximum current income consistent with the stability of capital and the maintenance of liquidity.	PIM
Natural Resources	Long-term growth of capital.	Jennison
Small Capitalization Stock	Long-term growth of capital.	QMA
Stock Index	Investment results that generally correspond to the performance of publicly-traded common stocks.	QMA
Value	Capital appreciation.	Jennison
SP International Growth	Long-term growth of capital.	MCM William Blair
SP International Value	Long-term capital appreciation.	LSV Thornburg
SP Prudential U.S. Emerging Growth	Long-term capital appreciation.	Jennison
SP Small Cap Value	Long-term growth of capital.	Clearbridge GSAM
Advanced Series Trust - Class I Shares
AST Balanced Asset Allocation	The highest potential total return consistent with its specified level of risk tolerance.	QMA
AST BlackRock Global Strategies(1)	A high total return consistent with a moderate level of risk.	BlackRock
AST BlackRock Value(2)	Maximum growth of capital.	BlackRock
AST Cohen & Steers Realty	Maximum total return.	Cohen & Steers
AST Federated Aggressive Growth(3)	Capital growth.	Federated Equity
AST Goldman Sachs Mid-Cap Growth	Long-term growth of capital.	GSAM
AST JPMorgan International Equity	Capital growth.	JPMorgan
AST J.P. Morgan Strategic Opportunities	Maximum return compared to the benchmark through security selection and tactical asset allocation.	JPMorgan
AST Large-Cap Value	Current income and long-term growth of income, as well as capital appreciation.	Eaton Vance Hotchkis and Wiley
AST Marsico Capital Growth	Capital growth.	MCM
AST MFS Global Equity	Capital growth.	MFS
AST MFS Growth	Long-term capital growth and future income.	MFS
AST Neuberger Berman Mid-Cap Growth(4)	Capital growth.	Neuberger Berman
AST PIMCO Limited Maturity Bond	Maximum total return consistent with preservation of capital.	PIMCO

AST PIMCO Total Return Bond	Maximum total return, consistent with the preservation of capital.	PIMCO
AST Preservation Asset Allocation	The highest potential total return consistent with its specified level of risk tolerance.	QMA
AST Small-Cap Growth	Long-term capital growth.	Eagle
AST Small-Cap Value	Long-term capital growth.	Clearbridge JPMorgan Lee Munder
AST T. Rowe Price Global Bond	High current income and capital growth.	T. Rowe Price / T. Rowe Price International
AST T. Rowe Price Large-Cap Growth	Long-term growth of capital.	T. Rowe Price
AST T. Rowe Price Natural Resources	Long term capital growth.	T. Rowe Price
AST Wellington Management Hedged Equity(5)	Outperforming a mix of indexes over a full market cycle by preserving capital in adverse markets.	Wellington

(1) Merged with PSF SP Growth Asset Allocation Portfolio.

(2) Formerly the AST Value Portfolio

(3) Merged with AST Neuberger Berman Small Cap Growth Portfolio

(4) Closed to additional investments as of November 16, 2007.

(5) Formerly the AST Aggressive Asset Allocation Portfolio.

Investment Subadvisers for the Advanced Series Trust & the Prudential Series Fund

·	Jennison Associates LLC (“Jennison”)

·	Prudential Investment Management, Inc. (“PIM”)

·	Quantitative Management Associates LLC (“QMA”)

·	BlackRock Investment Management, LLC ("BlackRock")

·	ClearBridge Advisors, LLC (“ClearBridge”)

·	Cohen & Steers Capital Management, Inc. (“Cohen & Steers”)

·	Eagle Asset Management, Inc. (“Eagle”)

·	Eaton Vance Management (“Eaton Vance”)

·	Federated Equity Management Company of Pennsylvania / Federal Global Investment Management Corp collectively. (“Federated Equity”)

·	Goldman Sachs Asset Management, L.P. (“GSAM”)

·	Hotchkis and Wiley Capital Management LLC (“Hotchkis and Wiley”)

·	J.P. Morgan Investment Management, Inc. (“JPMorgan”)

·	LSV Asset Management (“LSV”)

·	Lee Munder Investments, Ltd. ("Lee Munder")

·	Marsico Capital Management, LLC (“MCM”)

·	Massachusetts Financial Services Company (“MFS”)

·	Neuberger Berman Management, LLC (“Neuberger Berman”)

·	Pacific Investment Management Company LLC (“PIMCO”)

·	T. Rowe Price Associates, Inc. (“T. Rowe Price”)

·	T. Rowe Price International, Ltd. (“T. Rowe International”)

·	Thornburg Investment Management, Inc. (“Thornburg”)

·	Wellington Management Company, LLP ("Wellington")

·	William Blair & Company LLC (“William Blair”)

Unaffiliated Funds / Portfolios
Funds/Portfolios	Objectives	Advisers
American Century VP Mid Cap Value Fund - Class 1 Shares	Long-term capital growth with income as a secondary objective.	American Century
Dreyfus MidCap Stock Portfolio - Service Shares	Investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor's MidCap 400® Index (S&P 400).	Dreyfus
Dreyfus Socially Responsible Growth Fund - Service Shares	Capital growth, with current income as a secondary goal.	Dreyfus
Janus Aspen Overseas Portfolio - Service Shares	Long-term growth of capital.	Janus Capital
JPMorgan Intrepid Mid Cap Portfolio - Class 1 Shares	Long-term capital growth by investing primarily in equity securities of companies with intermediate capitalizations.	JPMIA
MFS® Utilities Series - initial class	Total return.	MFS
Neuberger Berman AMT Socially Responsive Portfolio - Class S	Long-term growth of capital by investing primarily in securities of companies that meet the Fund’s financial criteria and social policy.	Neuberger Berman

Investment Advisers for Unaffiliated Funds / Portfolios

·	American Century Investment Management, Inc. ("American Century")

·	The Dreyfus Corporation (“Dreyfus”)

·	Janus Capital Management LLC (“Janus Capital”)

·	JPMorgan Investment Advisors, Inc. ("JPMIA")

·	M Financial Investment Advisers, Inc. (“MFIA”)

·	Massachusetts Financial Services Company ("MFS")

·	Neuberger Berman Group, LLC (“Neuberger Berman”)

The investment advisers or subadvisers for the Funds charge a daily investment management fee as compensation for their services. These fees are more fully described in the prospectus for each Fund.

More detailed information is available in the attached Fund prospectuses.

The AST Balanced Asset Allocation Portfolio and the AST Preservation Asset Allocation Portfolio each invests only in shares of other underlying Fund Portfolios, which are managed by the subadvisers of those Portfolios.

In the future, it may become disadvantageous for Separate Accounts of variable life insurance and variable annuity Contracts to invest in the same underlying Variable Investment Options. Neither the companies that invest in the Funds nor the Funds currently foresee any such disadvantage. The Board of Directors for each Fund intends to monitor events in order to identify any material conflict between variable life insurance and variable annuity Contract Owners and to determine what action, if any, should be taken. Material conflicts could result from such things as:

(1)	changes in state insurance law;

(2)	changes in federal income tax law;

(3)	changes in the investment management of any Variable Investment Option; or

(4)	differences between voting instructions given by variable life insurance and variable annuity Contract Owners.

A fund or portfolio may have a similar name, investment objective, or investment policy resembling those of a mutual fund managed by the same investment adviser or subadviser that is sold directly to the public. Despite such similarities, there can be no assurance that the investment performance of any such fund or portfolio will resemble that of the publicly available mutual fund.

Service Fees Payable to Pruco Life

Pruco Life has entered into agreements with the investment adviser or distributor of the underlying Funds. Under the terms of these agreements, Pruco Life provides administrative and support services to the Funds, for which it receives an annual fee from the investment adviser, distributor and/or Fund based on the average assets allocated to the Fund. These agreements, including the fees paid and services provided, can vary for each Fund.

Pruco Life and/or our affiliates may receive substantial and varying administrative service payments and Rule 12b-1 fees from certain underlying Funds or related parties. These types of payments and fees are sometimes referred to as “revenue sharing” payments. Rule 12b-1 fees and administrative service payments partially compensate for distribution, marketing, and/or servicing functions and for providing administrative services with respect to Contract Owners invested indirectly in the Funds, which include duties such as recordkeeping, shareholder services, and the mailing of periodic reports. We receive administrative services fees with respect to both affiliated underlying Funds and unaffiliated underlying Funds. The administrative services fees we receive from affiliates originate from the assets of the affiliated Fund itself and/or the assets of the Fund’s investment adviser. In either case, the existence of administrative services fees may tend to increase the overall cost of investing in the Fund. The existence of a 12b-1 fee will always increase the overall cost of investing in those Funds. In addition, because these fees are paid to us, allocations you make to these affiliated underlying Funds may benefit us financially if these fees exceed the costs of the administrative support services.

The 12b-1 fees and administrative services fees that we receive may vary among the different Funds that are part of our investment platform. Thus, the fees we collect may be greater or smaller, based on the Funds that you select. In addition, we may consider these payments and fees, among a number of factors, when deciding to add or keep a Fund on the “menu” of Funds that we offer through the product. We collect these payments and fees under agreements between us and a Fund’s principal underwriter, transfer agent, investment adviser and/or other entities related to the Fund. As of May 1, 2011, the administrative service fees we receive range from 0.00% to 0.40% of the average assets allocated to the Fund. The service fees received from The Prudential Series Fund and Advanced Series Trust are 0.05% and 0.40% respectively. Some Funds pay a 12b-1 fee instead of, or in addition to, the administrative services fees. The 12b-1 fee we receive is equal to 0.25% of the average assets allocated to the Funds indicated below.

The following Funds currently pay a 12b-1 fee:

Portfolio:

Dreyfus MidCap Stock

Dreyfus Socially Responsible Growth

Janus Aspen Series Overseas Portfolio - Service Shares

Neuberger Berman AMT Socially Responsive

In addition to the payments that we receive from underlying Funds and/or their affiliates, those same Funds and/or their affiliates may make payments to us and/or other insurers within the Prudential Financial group related to the offering of investment options within variable annuities or life insurance offered by different Prudential business units.

Voting Rights

We are the legal owner of the shares of the Funds associated with the Variable Investment Options. However, we vote the shares according to voting instructions we receive from Contract Owners. We will mail you a proxy, which is a form you need to complete and return to us, to tell us how you wish us to vote. When we receive those instructions, we will vote all of the shares we own on your behalf in accordance with those instructions. We vote shares for which we do not receive instructions, and any other shares that we own in our own right, in the same proportion as the shares for which instructions are received. We may change the way your voting instructions are calculated if it is required by federal or state regulation. We may also elect to vote shares that we own in our own right if the applicable federal securities laws or regulations, or their current interpretation, change so as to permit us to do so.

We may, if required by state insurance regulations, disregard voting instructions if they would require shares to be voted so as to cause a change in the sub-classification or investment objectives of one or more of the available Variable Investment Options or to approve or disapprove an investment advisory Contract for the Fund. In addition, we may disregard voting instructions that would require changes in the investment policy or investment adviser of one or more of the Funds associated with the available Variable Investment Options, provided that we reasonably disapprove such changes in accordance with applicable federal or state regulations. If we disregard Contract Owner voting instructions, we will advise Contract Owners of our action and the reasons for such action in the next available annual or semi-annual report.

Substitution of Variable Investment Options

We may substitute one or more of the available Variable Investment Options. We may also cease to allow investments in any existing Variable Investment Options. We do this only if events such as investment policy changes or tax law changes make a Variable Investment Option unsuitable. We would not do this without the approval of the Securities and Exchange Commission and any necessary state insurance departments. You will be given specific notice in advance of any substitution we intend to make.

The Fixed Rate Option

You may choose to invest, initially or by transfer, all or part of your Contract Fund to the Fixed Rate Option. This amount becomes part of Pruco Life's general account. The general account consists of all assets owned by Pruco Life other than those in the Account and in other Separate Accounts that have been or may be established by Pruco Life. Subject to applicable law, Pruco Life has sole discretion over the investment of the general account assets, and Contract Owners do not share in the investment experience of those assets. Instead, Pruco Life guarantees that the part of the Contract Fund allocated to the Fixed Rate Option will accrue interest daily at an effective annual rate that Pruco Life declares periodically, but not less than an effective annual rate of 3%. The fulfillment of our guarantee under this benefit is dependent on our claims paying ability. Pruco Life is not obligated to credit interest at a rate higher than an effective annual rate of 3%, although we may do so.

Transfers out of the Fixed Rate Option are subject to strict limits. See Transfers/Restrictions on Transfers. The payment of any Cash Surrender Value attributable to the Fixed Rate Option may be delayed up to six months. See When Proceeds Are Paid.

If you exercise the Overloan Protection Rider, any remaining unloaned Contract Fund value will be transferred to the Fixed Rate Option, and transfers out of the Fixed Rate Option and into the Variable Investment Options will no longer be permitted. See Loans.

Because of exemptive and exclusionary provisions, interests in the Fixed Rate Option under the Contract have not been registered under the Securities Act of 1933 and the general account has not been registered as an investment company under the Investment Company Act of 1940. Accordingly, interests in the Fixed Rate Option are not subject to the provisions of these Acts, and Pruco Life has been advised that the staff of the SEC has not reviewed the disclosure in this prospectus relating to the Fixed Rate Option. Any inaccurate or misleading disclosure regarding the Fixed Rate Option is subject to certain generally applicable provisions of federal securities laws.

CHARGES AND EXPENSES

This section provides a more detailed description of each charge that is described briefly in the SUMMARY OF CHARGES AND EXPENSES beginning on page 1 of this prospectus.

The total amount invested in the Contract Fund, at any time, consists of the sum of the amount credited to the Variable Investment Options, the amount allocated to the Fixed Rate Option, plus any interest credited on amounts allocated to the Fixed Rate Option, and the principal amount of any Contract loan plus the amount of interest credited to the Contract upon that loan. See Loans. Most charges, although not all, are made by reducing the Contract Fund.

In several instances we use the terms "maximum charge" and "current charge." The "maximum charge", in each instance, is the highest charge that we may make under the Contract. The "current charge", in each instance, is the amount that we now charge, which may be lower than maximum charges. If circumstances change, we reserve the right to increase each current charge, up to the maximum charge, without giving any advance notice.

Current charges deducted from premium payments and the Contract Fund may change from time to time, subject to maximum charges. In deciding whether to change any of these current charges, we will periodically consider factors such as mortality, persistency, expenses, taxes and interest and/or investment experience to see if a change in our assumptions is needed. Premium based administrative charges will be set at one rate for all Contracts like this one. Changes in other charges will be by class. We will not recoup prior losses or distribute prior gains by means of these changes.

Sales Load Charges

We may charge up to 6% of premiums paid for sales expenses in all Contract Years. This charge, often called a “sales load”, is deducted to compensate us for the costs of selling the Contracts, including commissions, advertising and the printing and distribution of prospectuses and sales literature. Currently, we charge less than 6% and we only charge in the first 10 years. This charge is made up of two rates. We apply one percentage on the amount of premium received up to the Sales Load Target Premium and a second percentage on the excess of premium received over the Sales Load Target Premium. The chart below describes the sales load as a percentage of premiums paid:

For Contract Forms for VUL-2008 and VUL-2005	Years 1-4	Years 5-10
Up to Sales Load Target Premium	4%	3%
In Excess of Sales Load Target Premium	3.50%	2.50%

For Contract Form VUL-2004	Years 1-4	Years 5-10
Up to Sales Load Target Premium	4%	4%
In Excess of Sales Load Target Premium	2%	2%

Currently, the sales load charges apply for the first 10 years of each Coverage Segment.

The Sales Load Target Premium may vary from the No-Lapse Guarantee Premium, depending on the issue age and rating class of the insured, any extra risk charges, or additional riders. See PREMIUMS.

Paying more than the Sales Load Target Premium in any of the first 10 Contract Years could reduce your total sales load. For example, assume that a Contract Form VUL-2005 or Contract Form VUL-2008 with no riders or extra insurance charges, has a Sales Load Target Premium of $884.00 and the Contract Owner would like to pay 10 premiums. If you have Contract Form VUL-2005 or Contract Form VUL-2008 and paid $1,768 (two times the amount of the Sales Load Target Premium) in every other Contract Year up to the ninth year (i.e. in years 1, 3, 5, 7, 9), the total sales load charge would be $278.46. If you paid $884.00 in each of the first 10 Contract Years, the total sales load would be $300.56. If you have Contract Form VUL-2004, the total sales load charge under the same circumstances, would be $265.20 and $353.60, respectively.

Attempting to structure the timing and amount of premium payments to reduce the potential sales load may increase the risk that your Contract will lapse without value. Delaying the payment of premium amounts to later years will adversely affect the No-Lapse Guarantee if the accumulated premium payments do not reach the No-Lapse Guarantee Values shown on your Contract Data pages. See No-Lapse Guarantee. In addition, there are circumstances where payment of premiums that are too large may cause the Contract to be characterized as a Modified Endowment Contract, which could be significantly disadvantageous. See Tax Treatment of Contract Benefits.

Premium Based Administrative Charge

We may charge up to 7.5% for a premium based administrative charge, which includes any federal, state or local income, premium, excise, business tax or any other type of charge (or component thereof) measured by or based upon the amount of premium we receive.

This charge is made up of two parts, which currently equal a total of 3.75% of the premiums received.

The first part is a charge for state and local premium taxes. The current amount for this first part is 2.5% of the premium and is our estimate of the average burden of state taxes generally. Tax rates vary from jurisdiction to jurisdiction and generally range from 0% to 5% (but may exceed 5% in some instances). The rate applies uniformly to all Contract Owners without regard to location of residence. We may collect more for this charge than we actually pay for state and local premium taxes.

The second part is a charge for federal income taxes measured by premiums. The current amount for this second part is 1.25% of the premium. We believe that this charge is a reasonable estimate of an increase in Pruco Life’s federal income taxes resulting from a change in the Internal Revenue Code. It is intended to recover this increased tax.

Under current law, we may incur state and local taxes (in addition to premium taxes) in several states. Currently, these taxes are not significant and they are not charged against the Account. If there is a material change in the applicable state or local tax laws, we may impose a corresponding charge against the Account.

Cost of Insurance

We deduct a monthly COI charge. The charge is determined by multiplying the amount by which the Contract’s Death Benefit exceeds the Contract Fund ("net amount at risk") by a monthly cost of insurance rate. The purpose of this charge is to provide insurance coverage. When an insured dies, the amount payable to the beneficiary (assuming there is no Contract Debt) is larger than the Contract Fund - significantly larger if the insured dies in the early years of a Contract. The cost of insurance charges collected from all Contract Owners enables us to pay this larger Death Benefit. The maximum COI charge is determined by multiplying the amount by which the Contract’s Death Benefit exceeds the Contract Fund ("net amount at risk") under a Contract by maximum COI rates. The COI charge is generally deducted proportionately (or as you directed, see Allocated Charges) from the dollar amounts held in each of the chosen investment options.

The net amount at risk is based on your Death Benefit, and your Contract Fund, therefore it is impacted by such factors as investment performance, premium payments and charges and fees. The current COI rates vary by issue age, sex, underwriting class and Contract form. The rates generally increase over time but are never more than the maximum charges listed in the Contract data pages. The maximum COI rates for Contract Form VUL-2008 are based upon the 2001 Commissioner's Standard Ordinary ("CSO") Mortality Tables. The maximum COI rates for Contract Forms VUL-2004 and VUL-2005 are based on the 1980 Commissioner's Standard Ordinary ("CSO") Mortality Tables. The duration of the charge also varies by age of the Insured. Our current COI charges for Contract Form VUL-2008 range from $0.01 to $83.34 per $1,000 of net amount at risk. Our current COI charges for Contract Form VUL-2004 and VUL-2005 range from $0.03 to $83.34 per $1,000 of net amount at risk. For information regarding COI charges where there are two or more Coverage Segments in effect, see Increases in Basic Insurance Amount.

Monthly Deductions from the Contract Fund

In addition to the COIs, we generally deduct the following monthly charges proportionately from the dollar amount held in each of the chosen investment option[s] or you may select up to two Variable Investment Options from which we deduct your Contract's monthly charges. See Allocated Charges.

(a)

We deduct an administrative charge for the Basic Insurance Amount. This charge is made up of two parts and is intended to compensate us for things like processing claims, keeping records, and communicating with Contract Owners. For Contracts issued on Contract Form VUL-2008, the first part of the charge is a flat monthly fee of $30 per month in the first year and $9 per month thereafter. The second part of the fee is an amount of up to $1.50 per $1,000 of the Basic Insurance Amount for the first six Contract Years and zero thereafter. The fee varies by issue age, sex, smoker/non-smoker status, and extra ratings. Generally, the per $1,000 rate is higher for older issue ages and for higher risk classifications.

The following table provides sample per $1,000 rates for Contract Form VUL-2008:

Administrative Charge: Per $1,000 rates for

Contracts issued on Contract Form VUL-2008

Issue Age	Male Nonsmoker	Male Smoker	Female Nonsmoker	Female Smoker
35	$0.18	$0.24	$0.14	$0.17
45	$0.29	$0.33	$0.23	$0.28
55	$0.48	$0.58	$0.36	$0.44
65	$0.88	$1.10	$0.70	$0.80

The amount of the maximum charge that applies to a particular Contract is shown on the Contract Data pages under the heading “Adjustments to the Contract Fund.”

For Contracts issued on Contract Forms VUL-2004 and VUL-2005, the first part is $30 per Contract for the first Contract Year and $9 per Contract thereafter. The second part is an amount of up to $1.40 per $1,000 of the Basic Insurance Amount for the first six Contract Years and zero thereafter.

The following table provides sample per $1,000 rates for Contract Forms VUL-2004 and VUL-2005:

Administrative Charge: Per $1,000 rates for

Contracts issued on Contract Forms VUL-2004 and VUL-2005

Issue Age	Male Nonsmoker	Male Smoker	Female Nonsmoker	Female Smoker
35	$0.16	$0.22	$0.12	$0.15
45	$0.27	$0.31	$0.21	$0.26
55	$0.48	$0.58	$0.36	$0.44
65	$0.88	$1.10	$0.70	$0.80

(b)

Similarly, we charge an administrative charge for each Coverage Segment representing an increase in Basic Insurance Amount. This charge is also made up of two parts. The first part of the charge is a flat monthly fee of $12 per month the first two years of the Coverage Segment and zero thereafter. The second part of the fee is based on the Coverage Segment insurance amount. The sample per $1,000 charges are the same as shown in (a) above. The amount per $1,000 of increase in Basic Insurance Amount varies by sex, issue age, smoker/nonsmoker status, extra rating class, if any, and the effective date of the increase.

For Contracts issued on Contract Form VUL-2008 in either of the instances described above, the highest charge per thousand is $1.50 and applies to male, smokers above age 74 at certain rating classes. The lowest charge per thousand is $0.06 and applies to females age 0-9. For earlier Contract Forms, in either of the instances described above, the highest charge per thousand is $1.40 and applies to male, smokers above age 74 at certain rating classes. The lowest charge per thousand is $0.04 and applies to female age 0-14.

You may add one or more riders to the Contract. Some riders are charged for separately. If you add such a rider to the basic Contract, additional charges will be deducted. See Charges for Optional Rider Coverage.

If an insured is in a substandard risk classification (for example, a person with a health condition), additional charges will be deducted.

The earnings of the Account are taxed as part of the operations of Pruco Life. Currently, no charge is being made to the Account for Pruco Life’s federal income taxes, other than the 1.25% charge for federal income taxes measured by premiums. See Premium Based Administrative Charge. We periodically review the question of a charge to the Account for Pruco Life’s federal income taxes. We may charge such a fee in the future for any federal income taxes that would be attributable to the Contracts.

Daily Deduction from the Variable Investment Options

Each day we deduct a charge from the assets of the Variable Investment Options in an amount equivalent to an effective annual rate of up to 0.45%. Currently, we charge 0.10%. This charge is intended to compensate us for assuming mortality and expense risks under the Contract. The mortality risk we assume is that insureds may live for shorter periods of time than we estimated when mortality charges were determined. The expense risk we assume is that expenses incurred in issuing and administering the Contract will be greater than we estimated in fixing our administrative charges. This charge is not assessed against amounts allocated to the Fixed Rate Option.

Surrender Charges

We assess a surrender charge if, during the first 10 Contract Years (or during the first 10 years of a Coverage Segment representing an increase in Basic Insurance Amount), the Contract lapses, is surrendered, or the Basic Insurance Amount is decreased (including as a result of a withdrawal or a Death Benefit type change). These surrender charges compensate us for costs associated with the Contracts, such as: processing applications, conducting examinations, determining insurability and the insured’s rating class, and establishing records. The surrender charge is a percentage of the first year’s Sales Load Target Premium, less premiums for riders, and is determined at the time the Contract is issued. A separate surrender charge is based on the first year’s Sales Load Target Premium for each new Coverage Segment and is determined at the time each new Coverage Segment is issued. The percentage and duration of a surrender charge vary by issue age. For all issue ages 0-45, with Contracts issued on Contract Form VUL-2005 or Contract Form VUL-2008 the maximum first year percentage is 100% of the Sales Load Target Premium, less premiums for riders, and is reduced to zero by the end of the 10th Contract Year. While the amount of the surrender charge decreases over time, it may be a substantial portion of, or even equal to, your Contract Fund.

For all issue ages 0-45, with Contracts issued on Contract Form VUL-2004 the maximum first year percentage is 90% of the Sales Load Target Premium, less premiums for riders, and is reduced to zero by the end of the 10th Contract Year.

The chart below shows maximum percentages for all ages at the beginning of the first Contract Year and the end of the last Contract Year that a surrender charge may be payable. We do not deduct a surrender charge from the Death Benefit if the insured dies during this period. A schedule showing maximum surrender charges for a full surrender occurring each year that a surrender charge may be payable is found in the Contract Data pages of your Contract.

Percentages for Determining Surrender Charges
Issue Age	Percentage of Sales Load Target Premium, less premiums for riders, at start of year 1	Reduces to zero at the end of year
0-45	100% (90%*)	10 (10*)
46-48	100% (90%*)	10 (9*)
49	100% (90%*)	10 (8*)
50-52	90% (75%*)	10 (8*)
53-55	90% (75%*)	10 (7*)
56-60	90% (75%*)	10 (5*)
61-63	65% (45%*)	10 (5*)
64-65	65% (45%*)	10 (4*)
66-67	55% (40%*)	10 (4*)
68-85	55% (40%*)	10 (3*)
86 and above	40%*	3*

* Applies to Contracts issued only on Contract Form VUL-2004.

We will show a surrender charge threshold for each Coverage Segment in the Contract Data pages. This threshold amount is the segment’s lowest coverage amount since its effective date. If during the first 10 Contract Years (or during the first 10 years of a Coverage Segment representing an increase in Basic Insurance Amount), the Basic Insurance Amount is decreased (including as a result of a withdrawal or a change in type of Death Benefit), and the new Basic Insurance Amount for any Coverage Segment is below the threshold for that segment, we will deduct a percentage of the surrender charge for that segment. The percentage will be the amount by which the new Coverage Segment is less than the threshold, divided by the Basic Insurance Amount at issue. After this transaction, the threshold will be updated and a corresponding new surrender charge schedule will also be determined to reflect that portion of surrender charges deducted in the past.

Transaction Charges

(a)	We may charge a transaction fee of up to $25 for each transfer exceeding 12 in any Contract Year.

(b)	We charge a transaction fee equal to the lesser of $25 and 2% of the withdrawal amount in connection with each withdrawal.

(c)	We may charge a transaction fee of up to $25 for any change in Basic Insurance Amount. Currently, we do not charge for a change in the Basic Insurance Amount.

(d)	We may charge a transaction fee of up to $25 for any change in the Target Term Rider coverage amount for Contracts with this rider.

(e)	We charge a transaction fee of 3.5% of your Contract Fund amount for exercising the Overloan Protection Rider.

(f)	We charge a transaction fee of up to $150 for Living Needs Benefit payments.

Allocated Charges

You may select up to two Variable Investment Options from which we deduct your Contract's monthly charges. Monthly charges include: (1) monthly administrative charges, (2) COI charges, (3) any rider charges, and (4) any charge for substandard risk classification. Allocations must be designated in whole percentages and total 100%. For example, 33% can be selected but 331/3% cannot. The Fixed Rate Option is not available as one of your allocation options. See Monthly Deductions from the Contract Fund.

If there are insufficient Funds in one or both of your selected Variable Investment Options to cover the monthly charges, the selected Variable Investment Option(s) will be reduced to zero. Any remaining charge will generally be deducted from your other Variable Investment Options and the Fixed Rate Option proportionately to the dollar amount in each.

Furthermore, if you do not specify an allocation of monthly charges, we will generally deduct monthly charges proportionately from all your Variable Investment Options and the Fixed Rate Option.

Charges After Age 121

Beginning on the first Contract Anniversary on or after the insured’s 121st birthday for Contract Form VUL-2008 (100th birthday for Contract Form VUL-2004 and Contract Form VUL-2005), we will no longer accept premiums or deduct monthly charges from the Contract Fund. You may continue the Contract until the insured's death, or until you surrender the Contract for its Cash Surrender Value. You may continue to make transfers, loans and withdrawals, subject to the limitations on these transactions described elsewhere in this prospectus. We will continue to make daily deductions for mortality and expense risk charges, and investment advisory fees if you have amounts in the Variable Investment Options. Any Contract loan will remain outstanding and continue to accrue interest until it is repaid.

Portfolio Charges

We deduct charges from and pay expenses out of the Variable Investment Options as described in the Fund prospectuses.

Charges for Optional Rider Coverage

Accidental Death Benefit Rider - We deduct a monthly charge for this rider, which provides an additional Death Benefit if the insured’s death is accidental. The current charge ranges from $0.05 to $0.28 per $1,000 of coverage based on issue age and sex of the insured, and is charged until the first Contract Anniversary on or after the insured’s 100th birthday.

Children Level Term Rider - We deduct a monthly charge for this rider, which provides term life insurance on all dependent children that are covered under this rider. The current charge is $0.42 per $1,000 of coverage and is charged until the earliest of: the primary insured’s death, and the first Contract Anniversary on or after the primary insured’s 75th birthday, or you notify us to discontinue the rider coverage.

Enhanced Disability Benefit Rider - We deduct a monthly charge for this rider, which provides invested premium amounts while the insured is totally disabled. The current charge is based on issue age, issue date, sex, and underwriting class of the insured. It ranges from 7.08% to 12.16%* for Contracts issued on Contract Form VUL-2005 or Contract Form VUL-2008 of the greater of: 9% of the Contract's Limited No-Lapse Guarantee Premium and the total of all monthly deductions, and is charged until the first Contract Anniversary on or after the insured’s 60th birthday.

* For Contracts issued on Contract Form VUL-2004, this charge ranged from 7.08% to 10.39% and is based on issue age, sex, and underwriting class.

Target Term Rider (Not available with Contract Form VUL-2008) We may deduct a monthly charge for the administration of this rider, which provides a flexible term insurance benefit to Attained Age 100 on the life of the insured. We currently deduct a COI charge for this rider, which ranges from $0.01 to $83.34* per $1,000 of rider Death Benefit for Contracts issued on Contract Form VUL-2005, which is generally lower than the COI charge per $1,000 deducted for the Basic Insurance Amount, and is based on rider coverage duration, issue age, issue date, sex, and underwriting class of the insured. We currently do not deduct the monthly charge for the administration of this rider.

* For Contracts issued on Contract Form VUL-2004, this charge ranges from $0.02 to $83.34 and is based on rider duration, issue age, sex, and underwriting class.

·	Living Needs Benefit Rider - We deduct a fee of up to $150 for this rider if benefits are paid.

·	Overloan Protection Rider - We charge a transaction fee of 3.5% of your Contract Fund amount if you exercise this rider.

PERSONS HAVING RIGHTS UNDER THE CONTRACT

Contract Owner

Generally, the Contract Owner is the insured. There are circumstances when the Contract Owner is not the insured. There may also be more than one Contract Owner. If the Contract Owner is not the insured or there is more than one

Contract Owner, they will be named in an endorsement to the Contract. This ownership arrangement will remain in effect unless you ask us to change it.

You may change the ownership of the Contract by sending us a request in a form that meets our needs. We may ask you to send us the Contract to be endorsed. If we receive your request in a form that meets our needs, and the Contract if we ask for it, we will file and record the change, and it will take effect as of the date the request is received in our Service Office.

While the insured is living, the Contract Owner is entitled to any Contract benefit and value. Only the Contract Owner is entitled to exercise any right and privilege granted by the Contract or granted by us. For example, the Contract Owner is entitled to surrender the Contract, access Contract values through loans or withdrawals, assign the Contract, and to name or change the beneficiary.

Beneficiary

The beneficiary is entitled to receive any benefit payable on the death of the insured. You may designate or change a beneficiary by sending us a request in a form that meets our needs. We may ask you to send us the Contract to be endorsed. If we receive your request in a form that meets our needs, and the Contract if we ask for it, we will file and record the change and it will take effect as of the date you sign the request. However, if we make any payment(s) before we receive the request, we will not have to make the payment(s) again. When we are made aware of an assignment, we will recognize the assignee’s rights before any claim payments are made to the beneficiary. When a beneficiary is designated, any relationship shown is to the insured, unless otherwise stated.

OTHER GENERAL CONTRACT PROVISIONS

Assignment

This Contract may not be assigned if the assignment would violate any federal, state or local law or regulation prohibiting sex distinct rates for insurance. Generally, the Contract may not be assigned to an employee benefit plan or program without our consent. We assume no responsibility for the validity or sufficiency of any assignment. We will not be obligated to comply with any assignment unless we receive a copy at a Service Office.

Incontestability

We will not contest the Contract after it has been in-force during the insured’s lifetime for two years from the issue date, the reinstatement date, or the effective date of any change made to the Contract that requires our approval and would increase our liability.

Misstatement of Age or Sex

If the insured's stated age or sex or both are incorrect in the Contract, we will adjust the Death Benefit payable and any amount to be paid, as required by law, to reflect the correct age and sex. Any such benefit will be based on what the most recent deductions from the Contract Fund would have provided at the insured's correct age and sex.

Settlement Options

The Contract grants to most Contract Owners, or to the beneficiary, a variety of optional ways of receiving Contract proceeds. Under the Contract, the Death Benefit may be paid in a single sum or under one of the optional modes of settlement. Any Pruco Life representative authorized to sell this Contract can explain these options upon request.

Suicide Exclusion

Generally, if the insured, whether sane or insane, dies by suicide within two years from the Contract Date, the Contract will end and we will return the premiums paid, less any Contract Debt, and less any withdrawals. Generally, if the insured, whether sane or insane, dies by suicide after two years from the issue date, but within two years of the effective date of an increase in the Basic Insurance Amount, we will pay, as to the increase in amount, no more than the sum of the premiums paid on and after the effective date of an increase.

RIDERS

Target Term Rider (Not Available with Contract Form VUL-2008)

The Target Term Rider provides a flexible term insurance benefit to Attained Age 100 on the life of the insured. If you elect to have the Target Term Rider, you specify the amount of Target Term Rider coverage you desire, from $5,000 up to four times the Contract's Basic Insurance Amount. This amount is called the rider coverage amount and is the maximum Death Benefit payable under the rider. The minimum Target Term Rider coverage amount is $5,000 and requires a minimum Basic Insurance Amount of $100,000 for the base Contract. However, the Basic Insurance Amount and the Target Term Rider coverage amount, combined, must be equal to a minimum total insurance amount of $250,000. After issue, while the rider is in-force, you may increase the rider coverage amount, subject to a minimum increase amount of $25,000 and underwriting requirements we determine. The rider coverage amount after the increase cannot exceed four times the Contract's Basic Insurance Amount. You may also decrease your rider coverage amount after issue, subject to a minimum amount of $10,000 per decrease. However, we will not reduce the Target Term Rider coverage amount below $5,000, unless you request to discontinue your Target Term Rider coverage.

The Target Term Rider Death Benefit fluctuates as the base Contract's Death Benefit changes under certain circumstances described below. When the Contract Fund has not grown to the point where the base Contract's Death Benefit is increased to satisfy the Internal Revenue Code’s definition of life insurance, the rider Death Benefit equals the rider coverage amount. However, if the Contract Fund has grown to the point where the base Contract’s Death Benefit begins to vary as required by the Internal Revenue Code's definition of life insurance, the rider’s Death Benefit will decrease (or increase) dollar for dollar as the base Contract’s Death Benefit increases (or decreases). The rider Death Benefit will never increase beyond the rider coverage amount. It is possible, however, for the Contract Fund and, consequently, the base Contract’s Death Benefit to grow to the point where the rider Death Benefit is reduced to zero. If you have a Contract with a Type A (fixed) Death Benefit and you take a withdrawal, the Target Term Rider coverage amount may require a reduction, if the Death Benefit was increased to meet the definition of life insurance.

You should consider the following factors when purchasing a Contract with a Target Term Rider:

A Contract with a Target Term Rider will offer a higher cash value than an all base Contract with the same initial Death Benefit and premium payments if we continue to deduct current charges. The cash values are higher because: (1) the Sales Load Target Premium is lower for a Contract with a Target Term Rider than for an all base Contract with the same Death Benefit and this results in lower current sales expense charges, (2) the monthly administrative charge is also lower for a Contract with a Target Term Rider than for an all base Contract with the same Death Benefit because we currently do not deduct the monthly administrative charge for the Target Term Rider, and (3) the current Cost of Insurance charge per $1,000 for the Target Term Rider is generally lower than the Cost of Insurance charge per $1,000 for the Basic Insurance Amount. Additionally, we do not apply a surrender charge to the Target Term Rider.

However, a Contract with a Target Term Rider offers the potential for lower cash values and Death Benefits than an all base Contract with the same Death Benefit if we raise our current charges to the maximum Contractual level. For example, it is possible for maximum monthly administrative charges for a Contract with a Target Term Rider to be greater than an all base Contract.

Other factors to consider are:

The No-Lapse Guarantee for Contracts issued with a Target Term Rider is limited to seven years (five years for issue ages of 60 or above). If it is important to you to have a No-Lapse Guarantee period longer than seven years (five years for issue ages of 60 or above), you may want to purchase a Contract without a Target Term Rider. See No-Lapse Guarantee.

The Accidental Death Benefit, as described below, does not apply to any portion of the Death Benefit that is attributable to a Target Term Rider. If it is important to you to have the maximum amount of Accidental Death Benefit allowed under your Contract, you may want to purchase a Contract without a Target Term Rider.

·	The Enhanced Disability Benefit, as described below, is unavailable on Contracts with a Target Term Rider. If it is important to you to have the Enhanced Disability Benefit, you may want to purchase a Contract without a Target Term Rider.

·	The Living Needs Benefit, as described below, does not apply to the portion of the Death Benefit that is attributable to a Target Term Rider. If it is important to you that the Living Needs Benefit applies to the entire Death Benefit, you may want to purchase a Contract without a Target Term Rider.

·	The rider coverage amount terminates at the insured’s age 100. If it is important that you maintain a desired level of coverage amount after the insured’s Attained Age 100, you may want to purchase a Contract without a Target Term Rider.

Pruco Life pays significantly lower commissions on a Contract with a Target Term Rider than on an all base Contract with the same initial Death Benefit and premium payments. This may provide a financial incentive for your Pruco Life representative to promote the sale of a Contract without a Target Term Rider.

Some of the factors outlined above can have effects on the financial performance of a Contract, including the amount of the Contract's cash value and Death Benefit. It is important that you ask your Pruco Life representative to provide illustrations based on different combinations of Basic Insurance Amount and rider coverage amount. You and your Pruco Life representative can then discuss how these combinations may address your objectives.

Other Riders

Contract Owners may be able to obtain extra fixed benefits, which may require additional charges. These optional insurance benefits will be described in what is known as a "rider" to the Contract. Charges applicable to the riders will be deducted from the Contract Fund on each Monthly Date, with the exception of the Overloan Protection Rider, and the Living Needs Benefit Rider. The amounts of these benefits do not depend on the performance of the Account, although they will no longer be available if the Contract lapses, or you choose to keep the Contract in-force under the Overloan Protection Rider. Certain restrictions may apply and are clearly described in the applicable rider. A Pruco Life representative can explain all of these extra benefits further. We will provide samples of the provisions upon receiving a written request.

Overloan Protection Rider - The Overloan Protection Rider guarantees protection against lapse due to loans, even if the Contract Debt exceeds the accumulated Cash Surrender Value of your Contract. Currently, the rider may be added only at the time your Contract is issued; however, this rider is not available on Contracts that have the Accidental Death Benefit Rider. There is no charge for adding the Overloan Protection Rider to your policy, however, a one-time fee will apply when this rider is exercised.

The following eligibility requirements must be met to exercise the rider:

(1)	We must receive a written request in Good Order to exercise the rider benefits;

(2)	Contract Debt must exceed the Basic Insurance Amount (Target Term Rider plus Basic Insurance Amount if you have a Target Term Rider);

(3)	the Contract must be in-force for the later of 15 years and the Contract Anniversary after the insured’s 75th birthday;

(4)	the Guideline Premium test must be used as the Contract’s definition of life insurance;

(5)	Contract Debt must be a minimum of 95% of the Cash Value;

(6)	the Cash Surrender Value must be sufficient to pay the cost of exercising the rider; and

(7)	your Contract must not be classified as a Modified Endowment Contract and must not qualify as a MEC as a result of exercising this rider.

We will send you a notification upon your becoming eligible for this benefit.

We charge a transaction fee of 3.5% of your Contract Fund amount if you exercise this rider.

When you exercise the rider, the effective date will be the next date that monthly charges are deducted following our receipt of your request in Good Order at a Service Office. The charges and benefits of other riders available under your Contract will be discontinued, except for the Living Needs Benefit Rider. Any benefits you may currently be receiving under the Enhanced Disability Benefit Rider will also be discontinued.

Any remaining unloaned Contract Fund value will be transferred to the fixed fund. Additionally, fund transfers into or out of any of the Variable Investment Options will no longer be permitted. Any Auto Rebalance, Dollar Cost Averaging, directed charges, or premium allocation instructions will be discontinued.

Premium payments will no longer be accepted for the Contract. Instead, all payments received will be applied as loan or loan interest repayments. We will no longer send any regularly scheduled bills, and Electronic Fund Transfer of Premium Payments will be cancelled.

If you have a Contract with a Type B (variable) Death Benefit, we will change it to a Contract with a Type A (fixed) Death Benefit. You will no longer be permitted to make Death Benefit changes as long as your Contract remains in-force under the Overloan Protection Rider. The Basic Insurance Amount will be changed to the greater of the Type A Death Benefit and the amount of the Contract Debt multiplied by the Attained Age factor that applies. The Attained Age factors are shown in your Contract.

Increases and decreases to your Basic Insurance Amount, rating reductions, and withdrawals, will no longer be permitted.

Accidental Death Benefit Rider - The Accidental Death Benefit Rider provides an additional Death Benefit that is payable if the insured's death is accidental, as defined in the benefit provision. This benefit will end on the earliest of: the end of the day before the first Contract Anniversary on or after the insured’s 100th birthday and the first Monthly Date on or after the date a request to discontinue the Rider is received in Good Order at a Service Office. This rider is not available on Contracts that have the Overloan Protection Rider.

Children Level Term Rider - The Children Level Term Rider provides term life insurance coverage on the life of the insured's children. The rider coverage will end on the earliest of: (1) the primary insured’s death, (2) the first Contract Anniversary on or after the primary insured’s 75th birthday, (3) the first Monthly Date on or after the date a request to discontinue the Rider is received in Good Order at a Service Office, (4) the first Contract Anniversary on or after the child’s 25th birthday, and (5) the date a rider is converted to a new Contract.

Enhanced Disability Benefit Rider - The Enhanced Disability Benefit Rider pays certain amounts into the Contract if the insured is totally disabled, as defined in the benefit provision. This rider is not available with a Contract with a Type C (return of premium) Death Benefit or Contracts with the Target Term Rider benefit. The rider coverage will end as of the first Contract Anniversary on or after the insured’s 60th birthday.

Living Needs Benefit Rider - The Living Needs BenefitSM Rider may be available on your Contract. The benefit may vary by state. There is no charge for adding the benefit to a Contract. However, when a claim is paid under this rider, a reduction for early payment is applied and a processing fee of up to $150 per Contract will be deducted. The Living Needs Benefit does not apply to the portion of the Death Benefit that is attributable to a Target Term Rider.

Subject to state regulatory approval, the Living Needs Benefit allows you to elect to receive an accelerated payment of all or part of the Contract's Death Benefit, adjusted to reflect current value, at a time when certain special needs exist. The adjusted Death Benefit will always be less than the Death Benefit, but will not be less than the Contract’s Cash Surrender Value. One or both of the following options may be available. You should consult with a Pruco Life representative about whether additional options may be available.

The Terminal Illness Option is available on the Living Needs Benefit Rider when a licensed physician certifies the insured as terminally ill with a life expectancy of six months or less. When that evidence is provided and confirmed by us, we will provide an accelerated payment of the portion of the Death Benefit selected by the Contract Owner as a Living Needs Benefit. The Contract Owner may (1) elect to receive the benefit in a single sum or (2) receive equal monthly payments for six months. If the insured dies before all the payments have been made, the present value of the remaining payments will be paid to the beneficiary designated in the Living Needs Benefit claim form.

The Nursing Home Option is available on the Living Needs Benefit Rider after the insured has been confined to an eligible nursing home for six months or more. When a licensed physician certifies that the insured is expected to remain in an eligible nursing home until death, and that is confirmed by us, we will provide an accelerated payment of the portion of the Death Benefit selected by the Contract Owner as a Living Needs Benefit. The Contract Owner may (1) elect to receive the benefit in a single sum or (2) receive equal monthly payments for a specified number of years (not more than 10 nor less than two), depending upon the age of the insured. If the insured dies before all of the payments have been made, the present value of the remaining payments will be paid to the beneficiary designated in the Living Needs Benefit claim form in a single sum.

Subject to state approval, all or part of the Contract's Death Benefit may be accelerated under the Living Needs Benefit. If the benefit is only partially accelerated, a Death Benefit of at least $25,000 must remain under the Contract. The minimum amount that may be accelerated for a Living Needs Benefit claim is $50,000. However, we currently have an administrative practice to allow a reduced minimum of $25,000. We reserve the right to discontinue this administrative practice in a non-discriminatory manner.

No benefit will be payable if you are required to elect it in order to meet the claims of creditors or to obtain a government benefit. We can furnish details about the amount of Living Needs Benefit that is available to an eligible Contract Owner, and the effect on the Contract if less than the entire Death Benefit is accelerated.

You should consider whether adding this settlement option is appropriate in your given situation. Adding the Living Needs Benefit to the Contract has no adverse consequences; however, electing to use it could. With the exception of certain business-related Contracts, the Living Needs Benefit is excluded from income if the insured is terminally ill or chronically ill as defined in any applicable tax law (although the exclusion in the latter case may be limited). You should consult a tax adviser before electing to receive this benefit. Receipt of a Living Needs Benefit payment may also affect your eligibility for certain government benefits or entitlements.

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

Generally, the Contract may be issued on insureds through age 85 (age 90 for Contracts issued on Contract Form VUL-2004) for Contracts with Type A (fixed) and Type B (variable) Death Benefits, through age 70 for Contracts with Type C (return of premium) Death Benefit. Currently, the minimum Basic Insurance Amount for Contracts without a Target Term Rider is $75,000 ($50,000 for insureds below the issue age of 18, $100,000 for insureds issue ages 76-80, and $250,000 for insureds issue ages 81 and above). The minimum Basic Insurance Amount for Contracts issued with a Type C (return of premium) Death Benefit is $250,000. See Types of Death Benefit.

For Contracts with a Target Term Rider, the minimum total Target Coverage Amount (Basic Insurance Amount plus any Target Term Rider coverage amount combined) is $250,000 (on Contract Forms VUL-2004 and VUL-2005). Furthermore, if the Target Term Rider is added to the Contract, the minimum Basic Insurance Amount of the base Contract is $100,000, while the minimum Target Term Rider coverage amount is $5,000. See RIDERS. We may change the minimum Basic Insurance Amounts of the Contracts we will issue.

We require evidence of insurability, which may include a medical examination, before issuing any Contract. Preferred Best nonsmokers are offered more favorable cost of insurance rates than smokers. We charge a higher cost of insurance rate and/or an extra amount if an additional mortality risk is involved. We will not allow a change to your Contract if it will cause the Death Benefit to exceed our retention limits or violate any other underwriting rule. These are the current underwriting requirements. We reserve the right to change them on a non-discriminatory basis.

PREMIUMS

Minimum Initial Premium

The Contract offers flexibility in paying premiums. The minimum initial premium is due on or before the Contract Date. It is the premium needed to start the Contract. The minimum initial premium is equal to 9% of the Limited No-Lapse Guarantee Premium, including all extras, riders, and Enhanced Disability Benefit premium for Contracts with Type A (fixed) and Type B (variable) Death Benefits without the Target Term Rider. The minimum initial premium is equal to 9% of the Short Term No-Lapse Guarantee Premium for Contracts with Type A (fixed) and Type B (variable) Death Benefits with the Target Term Rider benefit and all Contracts with Type C (return of premium) Death Benefit. There is no insurance under the Contract unless the minimum initial premium is paid. Thereafter, you decide when to make premium payments and, subject to a $25 minimum, in what amounts.

We may require an additional premium if adjustments to premium payments exceed the minimum initial premium or there are Contract Fund charges due on or before the payment date. We reserve the right to refuse to accept any payment that increases the Death Benefit by more than it increases the Contract Fund. Furthermore, there are

circumstances under which the payment of premiums in amounts that are too large may cause the Contract to be characterized as a Modified Endowment Contract, which could be significantly disadvantageous. If you make a payment that would cause the Contract to be characterized as a Modified Endowment Contract, we will send you a letter to advise you of your options. Generally, you have 60 days from when we received your payment to remove the excess premiums and any accrued interest. If you choose not to remove the excess premium and accrued interest, your Contract will become permanently characterized as a Modified Endowment Contract. We will not accept a premium payment that exceeds the Guideline Premium limit if your Contract uses the Guideline Premium definition of life insurance. See Tax Treatment of Contract Benefits.

Generally, your initial net premium is applied to your Contract as of the Contract Date. If we do not receive your initial premium before the Contract Date, we apply the initial premium to your Contract as of the end of the Valuation Period in which it is received in Good Order at the Payment Office.

Available Types of Premium

After the minimum initial premium is paid, no other specific premiums are required and you have a certain amount of flexibility with respect to the amount and timing for future premium payments. Several suggested patterns of premiums are described below. Contracts with no riders or extra risk charges will have level premiums for each premium type described below. Understanding them may help you understand how the Contract works.

● Short Term No-Lapse Guarantee Premiums are premiums that, if paid at the beginning of each Contract Year, will keep the Contract in-force during the Short Term No-Lapse Guarantee period regardless of investment

performance and assuming no loans or withdrawals. All Contracts offer a Short Term No-Lapse Guarantee period. If you choose to continue a No-Lapse Guarantee beyond this period, you will have to begin paying premiums

higher than the Short Term No-Lapse Guarantee Premium. However, not all Contracts offer a guarantee beyond the Short Term No-Lapse Guarantee period.

Limited No-Lapse Guarantee Premiums are premiums that, if paid at the beginning of each Contract Year, will keep the Contract in-force during the Limited No-Lapse Guarantee period regardless of investment performance and assuming no loans or withdrawals. If you choose to continue the No-Lapse Guarantee beyond this period, you will have to begin paying premiums substantially higher than the Limited No-Lapse Guarantee Premium. However, not all Contracts offer the No-Lapse Guarantee for this period or beyond.

·	Lifetime No-Lapse Guarantee Premiums are premiums that, if paid at the beginning of each Contract Year, will keep the Contract in-force during the lifetime of the insured, regardless of investment performance and assuming no loans or withdrawals (not applicable to all Contracts).

The No-Lapse Guarantee periods are described under No-Lapse Guarantee on page 36. The length of the No-Lapse Guarantee depends on your Contract Form, the Contract’s Death Benefit type, the definition of life insurance test selected at issue, and whether the Contract has a Target Term Rider benefit. See No-Lapse Guarantee. When you purchase a Contract, your Pruco Life representative can tell you the Short Term No-Lapse Guarantee, Limited No-Lapse Guarantee, and Lifetime No-Lapse Guarantee Premium amounts.

We can bill you for the amount you select annually, semi-annually, or quarterly. Because the Contract is a flexible premium Contract, there are no scheduled premium due dates. When you receive a premium notice, you are not required to pay this amount. The Contract will remain in-force if: (1) the Contract Fund, less any applicable surrender charges, is greater than zero and more than any Contract Debt or (2) you have paid sufficient premiums, on an accumulated basis, to meet the No-Lapse Guarantee conditions and Contract Debt is not equal to or greater than the Contract Fund, less any applicable surrender charges. You may also pay premiums automatically through pre-authorized monthly electronic fund transfers from a bank checking account. If you elect to use this feature, you choose the day of the month on which premiums will be paid and the premium amount. We will then draft the same amount from your account on the same date each month. When you apply for the Contract, you and your Pruco Life representative should discuss how frequently you would like to be billed (if at all) and for what amount.

Allocation of Premiums

Contract may include Funds that are not currently accepting additional investments. See the section titled "The Pruco Life Variable Universal Account". The transfer from the Money Market investment option on the tenth day following receipt of the Contract will not be counted as one of your 12 free transfers per Contract Year or the 20 transfers per calendar year described under Transfers/Restrictions on Transfers. If the first premium is received before the Contract Date, there will be a period during which the Contract Owner's initial premium will not be invested.

The charge for sales expenses and the premium based administrative charge will also apply to all subsequent premium payments. The remainder of each subsequent premium payment will be invested as of the end of the Valuation Period in which it is received in Good Order at the Payment Office, in accordance with the allocation you previously designated. The “Valuation Period” means the period of time from one determination of the value of the amount invested in a Variable Investment Option to the next. Such determinations are made when the net asset values of the Variable Investment Options are calculated, which would be as of the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time).

Provided the Contract is neither in default, nor in-force under the provisions of the Overloan Protection Rider, you may change the way in which subsequent premiums are allocated by giving written notice to a Service Office, by our website, provided you are enrolled to use Prudential Online® Account Access, or by telephoning a Service Office, provided you are enrolled to use the Telephone Transfer System. There is no charge for reallocating future premiums. All percentage allocations must be in whole numbers. For example, 33% can be selected but 33⅓% cannot. Of course, the total allocation to all selected investment options must equal 100%.

Transfers/Restrictions on Transfers

You may, up to 12 times each Contract Year, transfer amounts among the Variable Investment Options or to the Fixed Rate Option. Additional transfers may be made only with our consent. Currently, we will allow you to make additional transfers. For the first 20 transfers in a calendar year, you may transfer amounts by proper written notice to a Service Office, by our website, provided you are enrolled to use Prudential Online® Account Access, or by telephone, provided you are enrolled to use the Telephone Transfer System. You will automatically be enrolled to use the Telephone Transfer System unless the Contract is jointly owned or you elect not to have this privilege. Telephone transfers may not be available on Contracts that are assigned, depending on the terms of the assignment. See Assignment.

After you have submitted 20 transfers in a calendar year, we will accept subsequent transfer requests only if they are in a form that meets our needs, bear an original signature in ink, and are sent to us by U.S. regular mail. After you have submitted 20 transfers in a calendar year, a subsequent transfer request by telephone, fax or electronic means will be rejected, even in the event that it is inadvertently processed.

Multiple transfers that occur during the same day, but prior to the end of the Valuation Period for that day, will be counted as a single transfer.

There is no transaction charge for the first 12 transfers per Contract Year among investment options. We may charge up to $25 for each transfer made exceeding 12 in any Contract Year.

Currently, certain transfers effected systematically under a dollar cost averaging or an automatic rebalancing program do not count towards the limit of 12 transfers per Contract Year or the limit of 20 transfers per calendar year. In the future, we may count such transfers towards the limit.

Transfers out of the Money Market investment option will not be made until 10 days after you receive the Contract. Such transfers and any transfers due to any fund closures or mergers will not be considered towards the 12 transfers per Contract Year or the 20 transfers per calendar year.

Transfers among Variable Investment Options will take effect as of the end of the Valuation Period in which a transfer request is received in Good Order at a Service Office. The request may be in terms of dollars, such as a request to transfer $5,000 from one Variable Investment Option to another, or may be in terms of a percentage reallocation among Variable Investment Options. In the latter case, as with premium reallocations, the percentages must be in whole numbers.

We will use reasonable procedures, such as asking you to provide certain personal information provided on your application for insurance, to confirm that instructions given by telephone are genuine. We will not be held liable for following telephone instructions that we reasonably believe to be genuine. We cannot guarantee that you will be able to get through to complete a telephone transfer during peak periods such as periods of drastic economic or market change.

Only one transfer from the Fixed Rate Option will be permitted during each Contract Year. The maximum amount per Contract you may transfer out of the Fixed Rate Option each year is the greater of: (a) 25% of the amount in the

Fixed Rate Option; and (b) $2,000. We may change these limits in the future or waive these restrictions for limited periods of time in a non-discriminatory way, (e.g., when interest rates are declining).

If you exercise the Overloan Protection Rider, we will then transfer any amounts you have in the Variable Investment Options to the fixed rate investment option. The transfer is not counted as one of the 12 transfers we allow per Contract Year and there is no charge. Transfers out of the Fixed Rate Option and into the Variable Investment Options will not be permitted while your Contract is kept in-force under the Overloan Protection Rider.

Your Contract may include Funds that are not currently accepting additional investments. See the section titled "The Pruco Life Variable Universal Account"

The Contract was not designed for professional market timing organizations, other organizations, or individuals using programmed, large, or frequent transfers. Large or frequent transfers among Variable Investment Options in response to short-term fluctuations in markets, sometimes called “market timing”, can make it very difficult for Fund advisers/sub-advisers to manage the Variable Investment Options. Large or frequent transfers may cause the Fund to hold more cash than otherwise necessary, disrupt management strategies, increase transaction costs, or affect performance to the disadvantage of other Contract Owners. If we (in our own discretion) believe that a pattern of transfers or a specific transfer request, or group of transfer requests, may have a detrimental effect on the performance of the Variable Investment Options, or we are informed by a Fund (e.g., by the Fund’s adviser/sub-advisers) that the purchase or redemption of shares in the Variable Investment Option must be restricted because the Fund believes the transfer activity to which such purchase or redemption relates would have a detrimental effect on the performance of the affected Variable Investment Option, we may modify your right to make transfers by restricting the number, timing, and amount of transfers. We reserve the right to prohibit transfer requests made by an individual acting under a power of attorney on behalf of more than one Contract Owner. We will immediately notify you at the time of a transfer request if we exercise this right.

Any restrictions on transfers will be applied in a uniform manner to all persons who own Contracts like this one, and will not be waived, except as described above with respect to transfers from the Fixed Rate Option. However, due to the discretion involved in any decision to exercise our right to restrict transfers, it is possible that some Contract Owners may be able to effect transactions that could affect Fund performance to the disadvantage of other Contract Owners.

In addition, Contract Owners who own variable life insurance or variable annuity Contracts that do not impose the transfer restrictions described above, might make more numerous and frequent transfers than Contract Owners who are subject to such limitations. Contract Owners who are not subject to the same transfer restrictions may have the same underlying Variable Investment Options available to them, and unfavorable consequences associated with such frequent trading within the underlying Variable Investment Option (e.g., greater portfolio turnover, higher transaction costs, or performance or tax issues) may affect all Contract Owners.

The Funds have adopted their own policies and procedures with respect to excessive trading of their respective shares, and we reserve the right to enforce these policies and procedures. The prospectuses for the Funds describe any such policies and procedures, which may be more or less restrictive than the policies and procedures we have adopted. Under SEC rules, we are required to: (1) enter into a written agreement with each portfolio or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Contract Owners, and (2) execute instructions from the Fund to restrict or prohibit further purchases or transfers by specific Contract Owners who violate the excessive trading policies established by the Fund. In addition, you should be aware that some Funds may receive “omnibus” purchase and redemption orders from other insurance companies or intermediaries such as retirement plans. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable insurance Contracts and/or individual retirement plan participants. The omnibus nature of these orders may limit the Funds in their ability to apply their excessive trading policies and procedures. In addition, the other insurance companies and/or retirement plans may have different policies and procedures or may not have any such policies and procedures because of Contractual limitations. For these reasons, we cannot guarantee that the Funds (and thus Contract Owners) will not be harmed by transfer activity relating to other insurance companies and/or retirement plans that may invest in the Funds.

The Funds may assess a short term trading fee in connection with a transfer out of any available Variable Investment Option if the transfer occurs within a certain number of days following the date of allocation to the Variable Investment Option. Each Fund determines the amount of the short term trading fee and when the fee is imposed. The fee is retained by or paid to the Fund and is not retained by us. The fee will be deducted from your Contract Value to the extent allowed by law. At present, no Fund has adopted a short-term trading fee.

Although our transfer restrictions are designed to prevent excessive transfers, they are not capable of preventing every potential occurrence of excessive transfer activity.

Dollar Cost Averaging

As an administrative practice, we are currently offering a feature called Dollar Cost Averaging ("DCA"). Under this feature, either fixed dollar amounts or a percentage of the amount designated for use under the DCA option will be transferred periodically from the DCA Money Market investment option into other Variable Investment Options available under the Contract, excluding the Fixed Rate Option and any Funds that are not currently accepting additional investments. See The Pruco Life Variable Universal Account section. You may choose to have periodic transfers made monthly or quarterly. DCA transfers will not begin until the Monthly Date after 10 days following your receipt of the Contract.

Each automatic transfer will take effect as of the end of the Valuation Period on the date coinciding with the periodic timing you designate provided the New York Stock Exchange is open on that date. If the New York Stock Exchange is not open on that date, or if the date does not occur in that particular month, the transfer will take effect as of the end of the Valuation Period, which immediately follows that date. Automatic transfers will continue until: (1) $50 or less remains of the amount designated for Dollar Cost Averaging, at which time the remaining amount will be transferred; or (2) you give us notification of a change in DCA allocation or cancellation of the feature. Currently, a transfer that occurs under the DCA feature is not counted towards the 20 transfers permitted each calendar year or the 12 free transfers permitted each Contract Year. We reserve the right to change this practice, modify the requirements, or discontinue the feature. Dollar cost averaging will not be available on Contracts kept in-force under the provisions of the Overloan Protection Rider.

Auto-Rebalancing

As an administrative practice, we are currently offering a feature called Auto-Rebalancing. This feature allows you to automatically rebalance Variable Investment Option assets at specified intervals based on percentage allocations that you choose. For example, suppose your initial investment allocation of Variable Investment Options X and Y is split 40% and 60%, respectively, and investment results cause that split to change. You may instruct that those assets be rebalanced to your original or different allocation percentages. Auto-Rebalancing is not available until the Monthly Date after 10 days following your receipt of the Contract.

Auto-Rebalancing can be performed on a quarterly, semi-annual, or annual basis. Each rebalance will take effect as of the end of the Valuation Period on the date coinciding with the periodic timing you designate, provided the New York Stock Exchange is open on that date. If the New York Stock Exchange is not open on that date, or if the date does not occur in that particular month, the transfer will take effect as of the end of the Valuation Period immediately following that date. The Fixed Rate Option cannot participate in this administrative procedure, nor can any Funds that are no longer accepting additional investments. See The Pruco Life Variable Universal Account section. Currently, a transfer that occurs under the Auto-Rebalancing feature is not counted towards the 20 transfers permitted each calendar year or the 12 free transfers permitted each Contract Year. We reserve the right to change this practice, modify the requirements, or discontinue the feature. Auto-rebalancing will not be available on Contracts kept in-force under the provisions of the Overloan Protection Rider.

DEATH BENEFITS

Contract Date

There is no insurance under this Contract until the minimum initial premium is paid. If a medical examination is required, the Contract Date will ordinarily be the date the examination is completed. Under certain circumstances, we may allow the Contract to be backdated up to six months prior to the application date for the purpose of lowering the insured's issue age. This may be advantageous for some Contract Owners as a lower issue age may result in lower current charges.

When Proceeds Are Paid

Generally, we will pay any Death Benefit, Cash Surrender Value, loan proceeds or withdrawal within seven days after all the documents required for such a payment are received in Good Order at a Service Office. Other than the Death Benefit, which is determined as of the date of death, the amount will be determined as of the end of the Valuation Period in which the necessary documents are received in Good Order at a Service Office. However, we may delay payment of proceeds from the Variable Investment Option[s] and the variable portion of the Death Benefit due under the Contract if the disposal or valuation of the Account's assets is not reasonably practicable because the New York Stock Exchange is closed for other than a regular holiday or weekend, trading is restricted by the SEC, or the SEC declares that an emergency exists.

We have the right to delay payment of the Cash Surrender Value attributable to the Fixed Rate Option for up to six months (or a shorter period if required by applicable law). We will pay interest of at least 3% per year if such a payment is delayed for more than 30 days (or a shorter period if required by applicable law).

Death Claim Settlement Options

The beneficiary may choose to receive death claim proceeds by any of the settlement options described in the Contract or by payment of a lump sum check. In addition to the settlement options described in your Contract, currently, in certain circumstances, the beneficiary may choose the payment of death claim proceeds by way of Prudential's retained asset settlement option (the "Alliance Account"). If the Alliance Account is selected, Prudential will provide a kit to the beneficiary, which includes: (1) an account certificate describing the death claim proceeds, the current interest rate, and the terms of the Alliance Account; and (2) a guide that explains how the Alliance Account works. Amounts in an Alliance Account may be withdrawn by the beneficiary at any time. Any Pruco Life representative authorized to sell this Contract can explain this option upon request.

Types of Death Benefit

You may select from three types of Death Benefit at issue. A Contract with a Type A (fixed) Death Benefit has a Death Benefit, which will generally equal the Basic Insurance Amount. Favorable investment results and additional premium payments will generally increase the Cash Surrender Value and decrease the net amount at risk and result in lower charges. This type of Death Benefit does not vary with the investment performance of the investment options you selected, except when the premiums you pay or favorable investment performance causes the Contract Fund to grow to the point where we may increase the Death Benefit to ensure that the Contract will satisfy the Internal Revenue Code’s definition of life insurance. See How a Contract's Cash Surrender Value Will Vary.

A Contract with a Type B (variable) Death Benefit has a Death Benefit, which will generally equal the Basic Insurance Amount plus the Contract Fund. Favorable investment performance and additional premium payments will generally increase your Contract's Death Benefit and Cash Surrender Value. However, the increase in the Cash Surrender Value for a Contract with a Type B (variable) Death Benefit may be less than the increase in Cash Surrender Value for a Contract with a Type A (fixed) Death Benefit because a Contract with a Type B (variable) Death Benefit has a greater cost of insurance charge due to a greater net amount at risk. As long as the Contract is not in default, there have been no withdrawals, and there is no Contract Debt, the Death Benefit may not fall below the Basic Insurance Amount stated in the Contract. We may increase the Death Benefit to ensure that the Contract will satisfy the Internal Revenue Code’s definition of life insurance. See How a Contract's Cash Surrender Value Will Vary.

A Contract with a Type C (return of premium) Death Benefit has a Death Benefit, which will generally equal the Basic Insurance Amount plus the total premiums paid into the Contract less withdrawals, both accumulated at an interest rate (between 0% and 8%; in ½% increments) chosen by the Contract Owner to the date of death. The Death Benefit on a Contract with a Type C (return of premium) Death Benefit is limited to the Basic Insurance Amount plus an amount equal to the: Type C Limiting Amount multiplied by the Type C Death Benefit Factor plus the Contract Fund. See the Contract Limitations section of your Contract. Within limits, this Death Benefit type allows the beneficiary, in effect, to recover the cost of the Contract, plus a predetermined rate of return, upon the death of the insured. Favorable investment performance and payment of additional premiums will generally increase the Contract's Cash Surrender Value. However, the increase in the Cash Surrender Value for a Contract with a Type C (return of premium) Death Benefit may be less than the increase in Cash Surrender Value for a Contract with a Type A (fixed) Death Benefit because a Contract with a Type C (return of premium) Death Benefit has a greater cost of insurance charge due to a greater net amount at risk. The increase in Cash Surrender Value for a Contract with a Type C (return of premium) Death Benefit may be more or less than the increase in Cash Surrender Value for a Contract with a Type B (variable) Death Benefit depending on earnings, the Type C interest rate you chose, and the amount of any withdrawals. If you take a withdrawal, it is possible for a Contract with a Type C (return of premium) Death Benefit to fall below the Basic Insurance Amount. We may increase the Death Benefit to ensure that the Contract will satisfy the Internal Revenue Code’s definition of life insurance. See How a Contract’s Cash Surrender Value Will Vary.

Contract Owners of a Contract with a Type A (fixed) Death Benefit should note that any withdrawal may result in a reduction of the Basic Insurance Amount, a reduction in the Target Term Rider Death Benefit, and the deduction of any applicable surrender charges. We will not allow you to make a withdrawal that will decrease the Basic Insurance Amount below the minimum Basic Insurance Amount. For a Contract with a Type B (variable) Death Benefit and a Contract with a Type C (return of premium) Death Benefit, withdrawals will not change the Basic Insurance Amount. See Withdrawals.

The way in which the Cash Surrender Value and Death Benefit will change depends significantly upon the investment results that are actually achieved.

Changing the Type of Death Benefit

You may change the type of Death Benefit any time after issue and subject to our approval. We will increase or decrease the Basic Insurance Amount so that the Death Benefit immediately after the change matches the Death Benefit immediately before the change. The Basic Insurance Amount after a change may not be lower than the minimum Basic Insurance Amount applicable to the Contract. See REQUIREMENTS FOR ISSUANCE OF A CONTRACT. We may deduct a transaction charge of up to $25 for any change in the Basic Insurance Amount, although we do not currently do so. A type change that reduces the Basic Insurance Amount may result in the assessment of surrender charges. See CHARGES AND EXPENSES.

If you are changing your Contract’s type of Death Benefit from a Contract with a Type A (fixed) Death Benefit to a Contract with a Type B (variable) Death Benefit, we will reduce the Basic Insurance Amount by the amount in your Contract Fund on the date the change takes place.

If you are changing from a Contract with a Type B (variable) Death Benefit to a Contract with a Type A (fixed) Death Benefit, we will increase the Basic Insurance Amount by the amount in your Contract Fund on the date the change takes place.

If you are changing from a Contract with a Type C (return of premium) Death Benefit to a Contract with a Type A (fixed) Death Benefit, we will change the Basic Insurance Amount by adding the lesser of (a) the total premiums paid minus total withdrawals to this Contract, both accumulated with interest at the rate(s) displayed in your Contract Data pages and (b) the Contract Fund before deduction of any monthly charge due on that date plus the product of the Type C Limiting Amount multiplied by the Type C Death Benefit Factor. The Type C Limiting Amount and the Type C Death Benefit Factor are both found in the Contract Limitations section of your Contract Data pages.

If you are changing from a Contract with a Type C (return of premium) Death Benefit to a Contract with a Type B (variable) Death Benefit, we first find the difference between: (1) the Contract Fund and (2) the lesser of (a) the total premiums paid minus total withdrawals to this Contract both accumulated with interest at the rate(s) displayed in your Contract Data pages and (b) the Contract Fund before deduction of any monthly charge due on that date plus the product of the Type C Limiting Amount multiplied by the Type C Death Benefit Factor. The Type C Limiting Amount and the Type C Death Benefit Factor are both found in the Contract Limitations section of your Contract Data pages. If (2) is larger than (1), we will increase the Basic Insurance Amount by that difference. If (1) is larger than (2), we will reduce the Basic Insurance Amount by that difference.

You may change your Contract’s Death Benefit type after issue, however, if you choose a Contract with a Type A (fixed) Death Benefit or a Contract with a Type B (variable) Death Benefit at issue, you will not be able to change to a Contract with a Type C (return of premium) Death Benefit thereafter. If you change a Contract with a Type C (return of premium) Death Benefit to a Contract with a Type A (fixed) Death Benefit or a Contract with a Type B (variable) Death Benefit after issue, you will not be able to change back to a Contract with a Type C (return of premium) Death Benefit. We will not allow a change to your Contract if it will cause the Death Benefit to exceed our retention limits or violate any other underwriting rule.

The following chart illustrates the changes in Basic Insurance Amount with each change of Death Benefit type described above. The chart assumes a $50,000 Contract Fund and a $300,000 Death Benefit. For changes from a Type C Death Benefit, the chart assumes $40,000 in total premiums minus total withdrawals and the rate chosen to accumulate premiums is 0%.

Basic Insurance Amount
FROM	TO
Type A $300,000	Type B $250,000	Type C N/A
Type B $250,000	Type A $300,000	Type C N/A
Type C $260,000	Type A $300,000	Type B $250,000

You may request a change in the type of Death Benefit by sending us a request in a form that meets our needs. If the change is approved, we will recompute the Contract's charges and appropriate tables and send you new Contract Data pages. We may require you to send us your Contract before making the change. There may be circumstances under

which a change in the Death Benefit type may cause the Contract to be classified as a Modified Endowment Contract, which could be significantly disadvantageous. See Tax Treatment of Contract Benefits.

No-Lapse Guarantee

If you pay a sufficient amount of premium on an accumulated basis, we will guarantee that your Contract will not lapse as a result of unfavorable investment performance, and a Death Benefit will be paid upon the death of the insured, even if your Contract Fund value drops to zero. Withdrawals and outstanding Contract loans may adversely affect the status of the No-Lapse Guarantee. See Withdrawals and Loans.

At the Contract Date and on each Monthly Date, during the No-Lapse Guarantee period shown on your Contract Data pages, we calculate your Contract's “Accumulated Net Payments” as of that date. Accumulated Net Payments equal the premiums you paid, accumulated at an effective annual rate of 4%, less withdrawals accumulated at 4%, (and for Contracts that had previously lapsed because of excess Contract Debt, less the Contract Debt in effect at the time of lapse, also accumulated at 4% starting at the date of default).

We also calculate No-Lapse Guarantee Values. These are values used solely to determine if a No-Lapse Guarantee is in effect. These are not cash values that you can realize by surrendering the Contract, nor are they payable Death Benefits. The Contract Data pages in your Contract contain a table of No-Lapse Guarantee Values, calculated as of Contract Anniversaries. Values for non-anniversary Monthly Dates will reflect the number of months elapsed between Contract Anniversaries.

On each Monthly Date, we will compare your Accumulated Net Payments to the No-Lapse Guarantee Value during the No-Lapse Guarantee period shown on your Contract Data pages. If your Accumulated Net Payments equal or exceed the No-Lapse Guarantee Value, and the Contract Debt does not equal or exceed the Contract Fund less any applicable surrender charges, then the Contract is kept in-force, regardless of the amount in the Contract Fund.

The Short Term No-Lapse Guarantee Premiums, Limited No-Lapse Guarantee Premiums, and Lifetime No-Lapse Guarantee Premiums are payments that correspond to the No-Lapse Guarantee Values shown on your Contract Data pages. Payment of the Short Term No-Lapse Guarantee Premium at the beginning of each Contract Year guarantees that your Contract will not lapse during the Short Term No-Lapse Guarantee period, assuming there are no loans or withdrawals. However, continued payment of the Short Term No-Lapse Guarantee Premium after this period will not assure that your Contract's Accumulated Net Payments will continue to meet the No-Lapse Guarantee Values and prevent the Contract from lapsing. See PREMIUMS.

If you want a longer No-Lapse Guarantee, paying the Limited No-Lapse Guarantee Premium at the beginning of each Contract Year guarantees your Contract against lapse during the Limited No-Lapse Guarantee period, assuming no loans or withdrawals. However, payment of the Limited No-Lapse Guarantee Premium after this Limited No-Lapse Guarantee period, will not assure that your Contract's Accumulated Net Payments will continue to meet the No-Lapse Guarantee Values and prevent the Contract from lapsing.

If you want a No-Lapse Guarantee to last the lifetime of the insured, then you should expect to pay at least the Lifetime No-Lapse Guarantee Premium at the start of each Contract Year. Paying the Lifetime No-Lapse Guarantee Premium at the beginning of each Contract Year guarantees your Contract against lapse for the insured's lifetime, assuming no loans or withdrawals.

For Contracts issued on Contract Form VUL-2008, the Short Term No-Lapse Guarantee period is 8 years (6 years for ages 60 and older). The Limited No-Lapse Guarantee period lasts until the later to occur of Attained Age 75 or 10 years after issue. The Lifetime No-Lapse Guarantee period requires payments of the Lifetime No-Lapse Guarantee Premium to Attained Age 121.

For Contracts issued on Contract Forms VUL-2004 or VUL-2005, the Short Term No-Lapse Guarantee period is 7 years (5 years for ages 60 and older) The Limited No-Lapse Guarantee period is the later to occur of Attained Age 70 or 10 years after issue. The Lifetime No-Lapse Guarantee period requires premium payments to Attained Age 100.

The following tables provide sample Short Term No-Lapse, Limited No-Lapse, and Lifetime No-Lapse Guarantee Premiums (to the nearest dollar). The examples assume: (1) the insured is a male, Preferred Best, with no extra risk or substandard ratings; (2) a $250,000 Basic Insurance Amount; (3) no extra benefit riders have been added to the Contract; and (4) the Cash Value Accumulation Test has been elected for definition of life insurance testing.

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	Prudential Money Market Portfolio	Prudential Diversified Bond Portfolio	Prudential Equity Portfolio	Prudential Flexible Managed Portfolio	Prudential Conservative Balanced Portfolio
ASSETS
Investment in the portfolios, at value	$168,218,452	$105,024,908	$62,293,757	$7,036,872	$8,417,197

Net Assets	$168,218,452	$105,024,908	$62,293,757	$7,036,872	$8,417,197


NET ASSETS, representing:
Accumulation units	$168,218,452	$105,024,908	$62,293,757	$7,036,872	$8,417,197

	$168,218,452	$105,024,908	$62,293,757	$7,036,872	$8,417,197


Units outstanding	108,016,830	38,859,278	37,120,211	5,095,247	5,128,733


Portfolio shares held	16,821,845	8,999,564	2,516,919	450,216	527,393
Portfolio net asset value per share	$ 10.00	$ 11.67	$ 24.75	$ 15.63	$ 15.96
Investment in portfolio shares, at cost	$168,218,452	$99,401,567	$55,854,816	$6,645,516	$7,814,579

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	Prudential Money Market Portfolio	Prudential Diversified Bond Portfolio	Prudential Equity Portfolio	Prudential Flexible Managed Portfolio	Prudential Conservative Balanced Portfolio
INVESTMENT INCOME
Dividend income	$ 66,202	$4,315,751	$ 449,074	$148,712	$189,320


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	824,005	495,708	193,768	50,849	36,661
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	824,005	495,708	193,768	50,849	36,661


NET INVESTMENT INCOME (LOSS)	(757,803)	3,820,043	255,306	97,863	152,659


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	1,338,399	0	0	0
Realized gain (loss) on shares redeemed	0	897,774	283,121	(51,987)	156,557
Net change in unrealized gain (loss) on investments	0	3,669,748	5,921,103	632,889	548,926


NET GAIN (LOSS) ON INVESTMENTS	0	5,905,921	6,204,224	580,902	705,483


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$(757,803)	$9,725,964	$6,459,530	$678,765	$858,142

The accompanying notes are an integral part of these financial statements.


SUBACCOUNTS (Continued)
Prudential Value Portfolio	Prudential High Yield Bond Portfolio	Prudential Natural Resources Portfolio	Prudential Stock Index Portfolio	Prudential Global Portfolio	Prudential Government Income Portfolio	Prudential Jennison Portfolio	Prudential Small Capitalization Stock Portfolio

$55,063,503	$25,154,776	$9,080,450	$216,635,019	$19,225,741	$129,805,237	$56,721,883	$32,517,086

$55,063,503	$25,154,776	$9,080,450	$216,635,019	$19,225,741	$129,805,237	$56,721,883	$32,517,086



$55,063,503	$25,154,776	$9,080,450	$216,635,019	$19,225,741	$129,805,237	$56,721,883	$32,517,086

$55,063,503	$25,154,776	$9,080,450	$216,635,019	$19,225,741	$129,805,237	$56,721,883	$32,517,086


10,812,530	13,095,516	751,343	118,971,937	14,695,766	36,770,459	49,432,261	7,709,001


3,231,426	4,971,300	191,854	6,905,802	1,039,791	10,790,128	2,438,602	1,882,865
$ 17.04	$ 5.06	$ 47.33	$ 31.37	$ 18.49	$ 12.03	$ 23.26	$ 17.27
$53,897,298	$23,975,055	$6,737,805	$203,732,929	$17,761,294	$128,697,851	$45,513,082	$29,645,625


SUBACCOUNTS (Continued)
Prudential Value Portfolio	Prudential High Yield Bond Portfolio	Prudential Natural Resources Portfolio	Prudential Stock Index Portfolio	Prudential Global Portfolio	Prudential Government Income Portfolio	Prudential Jennison Portfolio	Prudential Small Capitalization Stock Portfolio

$437,447	$1,970,483	$ 27,368	$3,630,477	$ 277,435	$3,529,850	$216,866	$238,025



136,452	61,661	23,306	815,536	57,643	742,705	148,670	163,074
0	0	0	0	0	0	0	0


136,452	61,661	23,306	815,536	57,643	742,705	148,670	163,074


300,995	1,908,822	4,062	2,814,941	219,792	2,787,145	68,196	74,951



0	0	0	0	0	3,157,137	0	0
(592,913)	101,731	125,261	(1,462,047)	(88,919)	190,624	576,881	(211,808)
4,162,066	1,019,006	1,743,635	23,517,308	1,941,057	1,318,737	5,106,921	6,177,135


3,569,153	1,120,737	1,868,896	22,055,261	1,852,138	4,666,498	5,683,802	5,965,327


$3,870,148	$3,029,559	$1,872,958	$24,870,202	$2,071,930	$7,453,643	$5,751,998	$6,040,278

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	T. Rowe Price International Stock Portfolio	Janus Aspen Janus Portfolio – Institutional Shares	MFS Growth Series – Initial Class	American Century VP Value Fund	Franklin Small- Mid Cap Growth Securities Fund
ASSETS
Investment in the portfolios, at value	$9,040,447	$3,765,791	$2,455,496	$9,162,606	$4,169,714

Net Assets	$9,040,447	$3,765,791	$2,455,496	$9,162,606	$4,169,714


NET ASSETS, representing:
Accumulation units	$9,040,447	$3,765,791	$2,455,496	$9,162,606	$4,169,714

	$9,040,447	$3,765,791	$2,455,496	$9,162,606	$4,169,714


Units outstanding	7,210,798	4,473,381	2,890,255	5,257,491	4,220,425


Portfolio shares held	651,329	155,226	99,453	1,563,585	193,580
Portfolio net asset value per share	$ 13.88	$ 24.26	$ 24.69	$ 5.86	$ 21.54
Investment in portfolio shares, at cost	$8,259,934	$3,303,421	$1,946,687	$10,656,891	$3,444,649

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	T. Rowe Price International Stock Portfolio	Janus Aspen Janus Portfolio – Institutional Shares	MFS Growth Series – Initial Class	American Century VP Value Fund	Franklin Small- Mid Cap Growth Securities Fund
INVESTMENT INCOME
Dividend income	$ 78,688	$ 37,489	$ 2,623	$ 185,370	$ 0


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	45,443	22,254	13,227	50,493	17,353
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	45,443	22,254	13,227	50,493	17,353


NET INVESTMENT INCOME (LOSS)	33,245	15,235	(10,604)	134,877	(17,353)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	26,229	0	0	0	0
Realized gain (loss) on shares redeemed	(78,346)	(7,632)	45,741	(109,540)	5,519
Net change in unrealized gain (loss) on investments	1,026,198	448,248	282,863	1,013,204	920,056


NET GAIN (LOSS) ON INVESTMENTS	974,081	440,616	328,604	903,664	925,575


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$1,007,326	$ 455,851	$318,000	$1,038,541	$908,222

The accompanying notes are an integral part of these financial statements.


SUBACCOUNTS (Continued)
American Century VP Income & Growth Fund	Prudential SP Davis Value Portfolio	Dreyfus MidCap Stock Portfolio – Initial Shares	Dreyfus Opportunistic Small Cap Portfolio – Initial Shares	Prudential SP Small Cap Value Portfolio	Prudential Jennison 20/20 Focus Portfolio	Goldman Sachs Structured Small Cap Equity Fund	Invesco V.I. Utilities Fund

$1,009,137	$ 0	$ 343,255	$2,813,536	$45,561,867	$2,380,088	$1,501,475	$ 67,188

$1,009,137	$ 0	$ 343,255	$2,813,536	$45,561,867	$2,380,088	$1,501,475	$ 67,188



$1,009,137	$ 0	$ 343,255	$2,813,536	$45,561,867	$2,380,088	$1,501,475	$ 67,188

$1,009,137	$ 0	$ 343,255	$2,813,536	$45,561,867	$2,380,088	$1,501,475	$ 67,188


920,645	0	228,803	4,689,696	24,926,206	228,401	951,855	62,185


166,800	0	26,063	92,006	3,710,250	153,060	131,478	4,518
$ 6.05	$ 0.00	$ 13.17	$ 30.58	$ 12.28	$ 15.55	$ 11.42	$ 14.87
$989,034	$ 0	$ 357,112	$2,655,927	$42,496,382	$1,937,875	$1,441,462	$ 67,551


SUBACCOUNTS (Continued)
American Century VP Income & Growth Fund	Prudential SP Davis Value Portfolio	Dreyfus MidCap Stock Portfolio – Initial Shares	Dreyfus Opportunistic Small Cap Portfolio – Initial Shares	Prudential SP Small Cap Value Portfolio	Prudential Jennison 20/20 Focus Portfolio	Goldman Sachs Structured Small Cap Equity Fund	Invesco V.I. Utilities Fund

$ 12,756	$ 0	$ 2,950	$ 17,591	$ 254,205	$ 0	$ 6,840	$ 2,247



1,629	30,468	586	5,074	94,919	1,772	2,368	107
0	0	0	0	0	0	0	0


1,629	30,468	586	5,074	94,919	1,772	2,368	107


11,127	(30,468)	2,364	12,517	159,286	(1,772)	4,472	2,140



0	0	0	0	0	0	0	0
(50,585)	(1,904,492)	(7,161)	(46,644)	(418,541)	30,988	(14,274)	(62)
156,827	4,008,502	77,708	796,890	9,661,064	167,910	330,270	3,231


106,242	2,104,010	70,547	750,246	9,242,523	198,898	315,996	3,169


$117,369	$2,073,542	$ 72,911	$ 762,763	$9,401,809	$197,126	$ 320,468	$ 5,309

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	Invesco V.I. Technology Fund	Janus Aspen Enterprise Portfolio – Service Shares	Janus Aspen Balanced Portfolio – Service Shares	Oppenheimer Small- & Mid-Cap Growth Fund/VA Service Shares	Janus Aspen Janus Portfolio – Service Shares
ASSETS
Investment in the portfolios, at value	$500,950	$2,343,267	$23,364,612	$70,045	$3,001,059

Net Assets	$500,950	$2,343,267	$23,364,612	$70,045	$3,001,059


NET ASSETS, representing:
Accumulation units	$500,950	$2,343,267	$23,364,612	$70,045	$3,001,059

	$500,950	$2,343,267	$23,364,612	$70,045	$3,001,059


Units outstanding	1,423,517	2,821,717	14,781,461	116,606	2,773,622


Portfolio shares held	31,309	62,437	794,174	1,541	124,888
Portfolio net asset value per share	$ 16.00	$ 37.53	$ 29.42	$ 45.46	$ 24.03
Investment in portfolio shares, at cost	$383,134	$2,082,882	$19,524,957	$64,193	$2,475,940

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	Invesco V.I. Technology Fund	Janus Aspen Enterprise Portfolio – Service Shares	Janus Aspen Balanced Portfolio – Service Shares	Oppenheimer Small- & Mid-Cap Growth Fund/VA Service Shares	Janus Aspen Janus Portfolio – Service Shares
INVESTMENT INCOME
Dividend income	$ 0	$ 0	$562,875	$ 0	$10,034


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	837	2,652	43,906	1,772	6,683
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	837	2,652	43,906	1,772	6,683


NET INVESTMENT INCOME (LOSS)	(837)	(2,652)	518,969	(1,772)	3,351


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	0	0	0	0
Realized gain (loss) on shares redeemed	2,533	1,648	118,845	36,430	21,928
Net change in unrealized gain (loss) on investments	86,743	322,918	1,048,622	165,576	340,094


NET GAIN (LOSS) ON INVESTMENTS	89,276	324,566	1,167,467	202,006	362,022


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$88,439	$321,914	$1,686,436	$200,234	$365,373

The accompanying notes are an integral part of these financial statements.


SUBACCOUNTS (Continued)
Prudential SP Strategic Partners Focused Growth Portfolio	Prudential SP Mid Cap Growth Portfolio	Prudential SP Prudential U.S. Emerging Growth Portfolio	Prudential SP Growth Asset Allocation Portfolio	Janus Aspen Overseas Portfolio – Service Shares	Prudential SP International Growth Portfolio	Prudential SP International Value Portfolio	M Large Cap Growth Fund

$ 0	$ 0	$51,321,317	$111,508,323	$9,730,221	$16,832,731	$32,262,332	$1,196,642

$ 0	$ 0	$51,321,317	$111,508,323	$9,730,221	$16,832,731	$32,262,332	$1,196,642



$ 0	$ 0	$51,321,317	$111,508,323	$9,730,221	$16,832,731	$32,262,332	$1,196,642

$ 0	$ 0	$51,321,317	$111,508,323	$9,730,221	$16,832,731	$32,262,332	$1,196,642


0	0	29,307,023	78,724,588	3,390,695	10,846,913	20,984,242	79,637


0	0	6,630,661	12,445,125	173,630	3,243,301	4,696,118	73,730
$ 0.00	$ 0.00	$ 7.74	$ 8.96	$ 56.04	$ 5.19	$ 6.87	$ 16.23
$ 0	$ 0	$45,781,967	$110,893,343	$7,105,619	$19,133,838	$35,779,979	$1,079,906


SUBACCOUNTS (Continued)
Prudential SP Strategic Partners Focused Growth Portfolio	Prudential SP Mid Cap Growth Portfolio	Prudential SP Prudential U.S. Emerging Growth Portfolio	Prudential SP Growth Asset Allocation Portfolio	Janus Aspen Overseas Portfolio – Service Shares	Prudential SP International Growth Portfolio	Prudential SP International Value Portfolio	M Large Cap Growth Fund

$ 0	$ 0	$ 160,515	$1,921,096	$ 41,622	$ 224,809	$ 697,980	$ 3,609



4,361	12,566	96,573	195,493	12,669	32,215	73,856	0
0	0	0	0	0	0	0	0


4,361	12,566	96,573	195,493	12,669	32,215	73,856	0


(4,361)	(12,566)	63,942	1,725,603	28,953	192,594	624,124	3,609



0	0	0	0	0	0	0	0
68,840	(2,700,858)	(53,707)	(1,269,477)	244,033	(536,347)	(647,711)	(28,747)
(70,079)	4,415,869	7,198,287	12,827,988	1,497,145	2,405,312	3,681,067	332,156


(1,239)	1,715,011	7,144,580	11,558,511	1,741,178	1,868,965	3,033,356	303,409


$ (5,600)	$1,702,445	$7,208,522	$13,284,114	$1,770,131	$2,061,559	$3,657,480	$307,018

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	M Capital Appreciation Fund	M International Equity Fund	M Business Opportunity Value Fund	ProFund VP Asia 30	ProFund VP Banks
ASSETS
Investment in the portfolios, at value	$1,553,518	$1,604,796	$822,700	$ 3,512	$ 2

Net Assets	$1,553,518	$1,604,796	$822,700	$ 3,512	$ 2


NET ASSETS, representing:
Accumulation units	$1,553,518	$1,604,796	$822,700	$ 3,512	$ 2

	$1,553,518	$1,604,796	$822,700	$ 3,512	$ 2


Units outstanding	83,823	103,382	55,761	1,003	3


Portfolio shares held	59,889	136,928	79,874	57	0*
Portfolio net asset value per share	$ 25.94	$ 11.72	$ 10.30	$ 61.12	$ 12.71
Investment in portfolio shares, at cost	$1,264,696	$1,991,713	$777,729	$ 3,156	$ 1

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	M Capital Appreciation Fund	M International Equity Fund	M Business Opportunity Value Fund	ProFund VP Asia 30	ProFund VP Banks
INVESTMENT INCOME
Dividend income	$ 2,599	$ 50,910	$ 4,926	$ 36	$ 0


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	0	0	0	27	0
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	0	0	0	27	0


NET INVESTMENT INCOME (LOSS)	2,599	50,910	4,926	9	0


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	0	0	0	0
Realized gain (loss) on shares redeemed	3,943	(181,518)	(3,121)	6,516	0
Net change in unrealized gain (loss) on investments	324,157	203,572	70,092	(6,339)	0


NET GAIN (LOSS) ON INVESTMENTS	328,100	22,054	66,971	177	0


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$330,699	$ 72,964	$ 71,897	$ 186	$ 0

*	Represents less than one share.

The accompanying notes are an integral part of these financial statements.


SUBACCOUNTS (Continued)
ProFund VP Basic Materials	ProFund VP Bear	ProFund VP Biotechnology	ProFund VP UltraBull	ProFund VP Consumer Services	ProFund VP Consumer Goods	ProFund VP Oil & Gas	ProFund VP Europe 30

$ 2,506	$ 3,626	$ 440	$ 99,616	$ 1,784	$ 259	$ 88,764	$ 45,029

$ 2,506	$ 3,626	$ 440	$ 99,616	$ 1,784	$ 259	$ 88,764	$ 45,029



$ 2,506	$ 3,626	$ 440	$ 99,616	$ 1,784	$ 259	$ 88,764	$ 45,029

$ 2,506	$ 3,626	$ 440	$ 99,616	$ 1,784	$ 259	$ 88,764	$ 45,029


1,079	7,111	239	80,467	1,332	167	31,542	26,353


48	178	19	8,485	56	7	1,909	2,117
$ 52.17	$ 20.37	$ 22.87	$ 11.74	$ 32.01	$ 34.58	$ 46.49	$ 21.27
$ 2,175	$ 3,779	$ 440	$ 99,616	$ 1,691	$ 235	$ 76,307	$ 41,621


SUBACCOUNTS (Continued)
ProFund VP Basic Materials	ProFund VP Bear	ProFund VP Biotechnology	ProFund VP UltraBull	ProFund VP Consumer Services	ProFund VP Consumer Goods	ProFund VP Oil & Gas	ProFund VP Europe 30

$ 47	$ 0	$ 0	$ 0	$ 0	$ 1	$ 245	$ 561



6	15	3	127	2	0	194	87
0	0	0	0	0	0	0	0


6	15	3	127	2	0	194	87


41	(15)	(3)	(127)	(2)	1	51	474



0	0	0	0	0	0	0	0
1,549	(3,225)	310	29,464	168	(39)	(5,739)	1,680
(969)	1,449	(22)	11	94	36	14,392	(5,792)


580	(1,776)	288	29,475	262	(3)	8,653	(4,112)


$ 621	$ (1,791)	$ 285	$ 29,348	$ 260	$ (2)	$ 8,704	$ (3,638)

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	ProFund VP Financials	ProFund VP Health Care	ProFund VP Internet	ProFund VP Japan	ProFund VP Mid-Cap Growth
ASSETS
Investment in the portfolios, at value	$ 2,704	$100,107	$ 1,784	$15,103	$ 3,339

Net Assets	$ 2,704	$100,107	$ 1,784	$15,103	$ 3,339


NET ASSETS, representing:
Accumulation units	$ 2,704	$100,107	$ 1,784	$15,103	$ 3,339

	$ 2,704	$100,107	$ 1,784	$15,103	$ 3,339


Units outstanding	3,207	78,462	657	11,944	1,749


Portfolio shares held	136	3,463	29	1,186	98
Portfolio net asset value per share	$ 19.81	$ 28.91	$ 60.73	$ 12.73	$ 34.21
Investment in portfolio shares, at cost	$ 2,760	$92,471	$ 1,424	$14,515	$ 2,755

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	ProFund VP Financials	ProFund VP Health Care	ProFund VP Internet	ProFund VP Japan	ProFund VP Mid-Cap Growth
INVESTMENT INCOME
Dividend income	$ 171	$ 144	$ 0	$ 0	$ 0


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	32	217	3	65	6
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	32	217	3	65	6


NET INVESTMENT INCOME (LOSS)	139	(73)	(3)	(65)	(6)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	0	171	0	0
Realized gain (loss) on shares redeemed	(6,014)	785	282	(5,431)	747
Net change in unrealized gain (loss) on investments	9,892	42	278	376	(37)


NET GAIN (LOSS) ON INVESTMENTS	3,878	827	731	(5,055)	710


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$ 4,017	$ 754	$ 728	$ (5,120)	$ 704

The accompanying notes are an integral part of these financial statements.


SUBACCOUNTS (Continued)
ProFund VP Mid-Cap Value	ProFund VP Money Market	ProFund VP NASDAQ-100	ProFund VP Pharmaceuticals	ProFund VP Precious Metals	ProFund VP Real Estate	ProFund VP Rising Rates Opportunity	ProFund VP Semiconductor

$13,794	$2,462,543	$ 88,496	$ 465	$ 36,854	$ 43,001	$ 45,329	$ 1,723

$13,794	$2,462,543	$ 88,496	$ 465	$ 36,854	$ 43,001	$ 45,329	$ 1,723



$13,794	$2,462,543	$ 88,496	$ 465	$ 36,854	$ 43,001	$ 45,329	$ 1,723

$13,794	$2,462,543	$ 88,496	$ 465	$ 36,854	$ 43,001	$ 45,329	$ 1,723


7,213	2,274,467	45,901	485	12,589	24,979	87,452	1,424


530	2,462,543	4,597	21	660	996	3,777	86
$ 26.01	$ 1.00	$ 19.25	$ 22.09	$ 55.83	$ 43.17	$ 12.00	$ 19.98
$15,251	$2,462,543	$ 79,181	$ 457	$ 26,725	$ 40,726	$ 50,934	$ 1,663


SUBACCOUNTS (Continued)
ProFund VP Mid-Cap Value	ProFund VP Money Market	ProFund VP NASDAQ-100	ProFund VP Pharmaceuticals	ProFund VP Precious Metals	ProFund VP Real Estate	ProFund VP Rising Rates Opportunity	ProFund VP Semiconductor

$ 39	$ 604	$ 0	$ 15	$ 0	$ 1,542	$ 0	$ 0



31	7,516	173	1	112	101	96	1
0	0	0	0	0	0	0	0


31	7,516	173	1	112	101	96	1


8	(6,912)	(173)	14	(112)	1,441	(96)	(1)



0	0	0	0	0	0	0	0
(276)	0	18,832	1	7,966	9,107	(395)	(441)
2,619	0	(15,618)	(9)	1,132	(2,194)	(6,889)	60


2,343	0	3,214	(8)	9,098	6,913	(7,284)	(381)


$ 2,351	$ (6,912)	$ 3,041	$ 6	$ 8,986	$ 8,354	$ (7,380)	$ (382)

The accompanying notes are an integral part of these financial statements.

A10

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	ProFund VP Short NASDAQ-100	ProFund VP Short Small-Cap	ProFund VP Small-Cap	ProFund VP Small-Cap Growth	ProFund VP Small-Cap Value
ASSETS
Investment in the portfolios, at value	$ 58,617	$ 0	$ 93,021	$ 7,699	$ 1

Net Assets	$ 58,617	$ 0	$ 93,021	$ 7,699	$ 1


NET ASSETS, representing:
Accumulation units	$ 58,617	$ 0	$ 93,021	$ 7,699	$ 1

	$ 58,617	$ 0	$ 93,021	$ 7,699	$ 1


Units outstanding	173,902	0	49,186	3,915	1


Portfolio shares held	6,203	0	3,329	268	0*
Portfolio net asset value per share	$ 9.45	$ 8.47	$ 27.94	$ 28.69	$ 27.30
Investment in portfolio shares, at cost	$ 66,830	$ 0	$ 76,707	$ 6,411	$ 1

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	ProFund VP Short NASDAQ-100	ProFund VP Short Small-Cap	ProFund VP Small-Cap	ProFund VP Small-Cap Growth	ProFund VP Small-Cap Value
INVESTMENT INCOME
Dividend income	$ 0	$ 0	$ 0	$ 0	$ 0


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	98	1	173	11	0
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	98	1	173	11	0


NET INVESTMENT INCOME (LOSS)	(98)	(1)	(173)	(11)	0


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	0	0	0	0
Realized gain (loss) on shares redeemed	(5,172)	(404)	11,294	1,459	0
Net change in unrealized gain (loss) on investments	(8,264)	0	2,168	78	0


NET GAIN (LOSS) ON INVESTMENTS	(13,436)	(404)	13,462	1,537	0


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$(13,534)	$ (405)	$ 13,289	$ 1,526	$ 0

*	Represents less than one share.

The accompanying notes are an integral part of these financial statements.

A11


SUBACCOUNTS (Continued)
ProFund VP Technology	ProFund VP Telecommunications	ProFund VP U.S. Government Plus	ProFund VP UltraMid-Cap	ProFund VP UltraNASDAQ-100	ProFund VP UltraSmall-Cap	ProFund VP Bull	ProFund VP Utilities

$ 503	$ 2,854	$ 87,174	$ 55,414	$ 347,235	$ 55,412	$48,637	$ 714

$ 503	$ 2,854	$ 87,174	$ 55,414	$ 347,235	$ 55,412	$48,637	$ 714



$ 503	$ 2,854	$ 87,174	$ 55,414	$ 347,235	$ 55,412	$48,637	$ 714

$ 503	$ 2,854	$ 87,174	$ 55,414	$ 347,235	$ 55,412	$48,637	$ 714


291	2,256	63,108	24,095	160,778	28,528	35,263	375


30	378	4,445	2,017	15,950	3,431	1,849	25
$ 16.82	$ 7.56	$ 19.61	$ 27.48	$ 21.77	$ 16.15	$ 26.30	$ 28.36
$ 399	$ 2,528	$ 89,789	$ 55,414	$ 347,243	$ 55,412	$43,495	$ 711


SUBACCOUNTS (Continued)
ProFund VP Technology	ProFund VP Telecommunications	ProFund VP U.S. Government Plus	ProFund VP UltraMid-Cap	ProFund VP UltraNASDAQ-100	ProFund VP UltraSmall-Cap	ProFund VP Bull	ProFund VP Utilities

$ 0	$ 62	$ 390	$ 0	$ 0	$ 0	$ 111	$ 14



62	5	186	27	73	35	149	1
0	0	0	0	0	0	0	0


62	5	186	27	73	35	149	1


(62)	57	204	(27)	(73)	(35)	(38)	13



0	0	0	0	0	0	0	0
6,048	(10)	11,116	(6,517)	32,026	9,138	6,726	315
(8,346)	318	(2,615)	0	(284)	0	(8,559)	(20)


(2,298)	308	8,501	(6,517)	31,742	9,138	(1,833)	295


$(2,360)	$ 365	$ 8,705	$ (6,544)	$ 31,669	$ 9,103	$ (1,871)	$ 308

The accompanying notes are an integral part of these financial statements.

A12

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	AST T. Rowe Price Large-Cap Growth Portfolio	AST Cohen & Steers Realty Portfolio	AST JPMorgan Strategic Opportunities Portfolio	AST Value Portfolio	AST Neuberger Berman Small-Cap Growth Portfolio
ASSETS
Investment in the portfolios, at value	$15,313,244	$2,790,093	$1,749,398	$2,375,711	$ 762,039

Net Assets	$15,313,244	$2,790,093	$1,749,398	$2,375,711	$ 762,039


NET ASSETS, representing:
Accumulation units	$15,313,244	$2,790,093	$1,749,398	$2,375,711	$ 762,039

	$15,313,244	$2,790,093	$1,749,398	$2,375,711	$ 762,039


Units outstanding	1,379,508	213,377	136,936	216,939	65,804


Portfolio shares held	1,236,934	457,392	134,776	275,925	83,925
Portfolio net asset value per share	$ 12.38	$ 6.10	$ 12.98	$ 8.61	$ 9.08
Investment in portfolio shares, at cost	$13,158,945	$2,486,798	$1,639,632	$2,540,653	$ 665,731

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	AST T. Rowe Price Large-Cap Growth Portfolio	AST Cohen & Steers Realty Portfolio	AST JPMorgan Strategic Opportunities Portfolio	AST Value Portfolio	AST Neuberger Berman Small-Cap Growth Portfolio
INVESTMENT INCOME
Dividend income	$ 0	$37,276	$ 6,106	$30,337	$ 0


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	35,272	2,285	1,602	2,042	626
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	35,272	2,285	1,602	2,042	626


NET INVESTMENT INCOME (LOSS)	(35,272)	34,991	4,504	28,295	(626)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	0	0	0	0
Realized gain (loss) on shares redeemed	57,411	277	3,728	(63,596)	1,052
Net change in unrealized gain (loss) on investments	2,045,070	542,150	101,047	298,175	128,740


NET GAIN (LOSS) ON INVESTMENTS	2,102,481	542,427	104,775	234,579	129,792


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$2,067,209	$577,418	$109,279	$262,874	$129,166

The accompanying notes are an integral part of these financial statements.

A13


SUBACCOUNTS (Continued)
AST Federated Aggressive Growth Portfolio	AST Small- Cap Value Portfolio	AST Goldman Sachs Mid-Cap Growth Portfolio	AST Large- Cap Value Portfolio	AST Marsico Capital Growth Portfolio	AST MFS Growth Portfolio	AST Neuberger Berman Mid-Cap Growth Portfolio	AST Small-Cap Growth Portfolio

$1,536,886	$3,409,359	$2,339,879	$13,846,022	$9,301,147	$743,515	$ 365,945	$11,960,210

$1,536,886	$3,409,359	$2,339,879	$13,846,022	$9,301,147	$743,515	$ 365,945	$11,960,210



$1,536,886	$3,409,359	$2,339,879	$13,846,022	$9,301,147	$743,515	$ 365,945	$11,960,210

$1,536,886	$3,409,359	$2,339,879	$13,846,022	$9,301,147	$743,515	$ 365,945	$11,960,210


113,181	253,199	157,024	1,669,219	881,325	62,597	25,419	965,554


165,970	251,242	430,125	1,039,491	480,928	77,208	17,132	586,285
$ 9.26	$ 13.57	$ 5.44	$ 13.32	$ 19.34	$ 9.63	$ 21.36	$ 20.40
$1,328,611	$2,940,437	$1,980,735	$15,867,099	$8,902,759	$653,358	$ 337,602	$9,210,947


SUBACCOUNTS (Continued)
AST Federated Aggressive Growth Portfolio	AST Small- Cap Value Portfolio	AST Goldman Sachs Mid-Cap Growth Portfolio	AST Large- Cap Value Portfolio	AST Marsico Capital Growth Portfolio	AST MFS Growth Portfolio	AST Neuberger Berman Mid-Cap Growth Portfolio	AST Small-Cap Growth Portfolio

$ 570	$ 12,578	$ 0	$ 129,245	$ 55,950	$ 769	$ 0	$ 21,675



1,194	2,801	1,938	28,132	15,217	606	335	23,107
0	0	0	0	0	0	0	0


1,194	2,801	1,938	28,132	15,217	606	335	23,107


(624)	9,777	(1,938)	101,113	40,733	163	(335)	(1,432)



0	0	0	0	0	0	0	0
(3,664)	(9,880)	7,383	(527,237)	(65,216)	4,247	(6,222)	63,987
359,440	662,722	356,203	2,028,664	1,549,899	78,626	90,931	3,018,583


355,776	652,842	363,586	1,501,427	1,484,683	82,873	84,709	3,082,570


$355,152	$ 662,619	$ 361,648	$1,602,540	$1,525,416	$83,036	$ 84,374	$3,081,138

The accompanying notes are an integral part of these financial statements.

A14

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	AST PIMCO Limited Maturity Bond Portfolio	AST T. Rowe Price Natural Resources Portfolio	AST MFS Global Equity Portfolio	AST JPMorgan International Equity Portfolio	AST T. Rowe Price Global Bond Portfolio
ASSETS
Investment in the portfolios, at value	$1,045,151	$10,884,176	$1,021,332	$3,310,414	$1,277,447

Net Assets	$1,045,151	$10,884,176	$1,021,332	$3,310,414	$1,277,447


NET ASSETS, representing:
Accumulation units	$1,045,151	$10,884,176	$1,021,332	$3,310,414	$1,277,447

	$1,045,151	$10,884,176	$1,021,332	$3,310,414	$1,277,447


Units outstanding	81,231	675,627	73,854	273,479	95,787


Portfolio shares held	98,786	482,027	100,823	159,692	115,816
Portfolio net asset value per share	$ 10.58	$ 22.58	$ 10.13	$ 20.73	$ 11.03
Investment in portfolio shares, at cost	$1,050,626	$11,067,125	$981,466	$3,208,959	$1,305,987

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	AST PIMCO Limited Maturity Bond Portfolio	AST T. Rowe Price Natural Resources Portfolio	AST MFS Global Equity Portfolio	AST JPMorgan International Equity Portfolio	AST T. Rowe Price Global Bond Portfolio
INVESTMENT INCOME
Dividend income	$30,659	$ 40,790	$ 4,327	$ 32,902	$ 32,214


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	1,106	8,823	853	2,885	1,189
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	1,106	8,823	853	2,885	1,189


NET INVESTMENT INCOME (LOSS)	29,553	31,967	3,474	30,017	31,025


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	1,819	0	0	0	6,066
Realized gain (loss) on shares redeemed	(12,848)	(277,993)	(12,271)	(26,383)	(11,030)
Net change in unrealized gain (loss) on investments	22,161	2,070,300	114,657	218,277	45,249


NET GAIN (LOSS) ON INVESTMENTS	11,132	1,792,307	102,386	191,894	40,285


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$40,685	$1,824,274	$105,860	$ 221,911	$ 71,310

The accompanying notes are an integral part of these financial statements.

A15


SUBACCOUNTS (Continued)
Neuberger Berman Adviser’s Management Trust Socially Responsive Portfolio – Service Shares	American Century VP Mid Cap Value Fund – Class 1 Shares	JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 1 Shares	The Dreyfus Socially Responsible Growth Fund – Service Shares	Dreyfus MidCap Stock Portfolio – Service Shares	MFS Utilities Series – Initial Class	AST Schroders Multi-Asset World Strategies Portfolio	AST PIMCO Total Return Bond Portfolio

$ 76,917	$ 567,895	$ 112,648	$ 47,095	$ 111,290	$737,798	$ 292,574	$62,996,218

$ 76,917	$ 567,895	$ 112,648	$ 47,095	$ 111,290	$737,798	$ 292,574	$62,996,218



$ 76,917	$ 567,895	$ 112,648	$ 47,095	$ 111,290	$737,798	$ 292,574	$62,996,218

$ 76,917	$ 567,895	$ 112,648	$ 47,095	$ 111,290	$737,798	$ 292,574	$62,996,218


7,576	47,720	10,702	4,448	10,664	76,232	20,751	5,899,474


5,162	40,162	7,212	1,585	8,457	29,197	21,672	5,180,610
$ 14.90	$ 14.14	$ 15.62	$ 29.71	$ 13.16	$ 25.27	$ 13.50	$ 12.16
$ 68,245	$ 477,404	$ 90,131	$ 39,462	$ 99,107	$629,342	$ 269,715	$61,231,800


SUBACCOUNTS (Continued)
Neuberger Berman Adviser’s Management Trust Socially Responsive Portfolio – Service Shares	American Century VP Mid Cap Value Fund – Class 1 Shares	JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 1 Shares	The Dreyfus Socially Responsible Growth Fund – Service Shares	Dreyfus MidCap Stock Portfolio – Service Shares	MFS Utilities Series – Initial Class	AST Schroders Multi – Asset World Strategies Portfolio	AST PIMCO Total Return Bond Portfolio

$ 8	$ 9,327	$ 1,058	$ 277	$ 260	$16,990	$ 1,065	$1,149,443



33	217	78	44	55	531	389	161,998
0	0	0	0	0	0	0	0


33	217	78	44	55	531	389	161,998


(25)	9,110	980	233	205	16,459	676	987,445



0	0	0	0	0	0	0	1,110,407
1,418	7,399	13,584	1,239	3,509	8,085	393	544,392
6,993	61,406	3,415	3,676	9,369	57,022	22,033	1,916,246


8,411	68,805	16,999	4,915	12,878	65,107	22,426	3,571,045


$ 8,386	$ 77,915	$ 17,979	$ 5,148	$ 13,083	$81,566	$ 23,102	$4,558,490

The accompanying notes are an integral part of these financial statements.

A16

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF NET ASSETS

December 31, 2010


	SUBACCOUNTS
	AST T. Rowe Price Asset Allocation Portfolio	AST Aggressive Asset Allocation Portfolio	AST Balanced Asset Allocation Portfolio	AST Preservation Asset Allocation Portfolio	AST First Trust Balanced Target Portfolio
ASSETS
Investment in the portfolios, at value	$300,517	$40,642,519	$66,264,414	$14,484,703	$362,890

Net Assets	$300,517	$40,642,519	$66,264,414	$14,484,703	$362,890


NET ASSETS, representing:
Accumulation units	$300,517	$40,642,519	$66,264,414	$14,484,703	$362,890

	$300,517	$40,642,519	$66,264,414	$14,484,703	$362,890


Units outstanding	21,762	3,474,400	5,835,875	1,309,841	25,518


Portfolio shares held	17,626	4,351,447	5,964,394	1,232,741	37,181
Portfolio net asset value per share	$ 17.05	$ 9.34	$ 11.11	$ 11.75	$ 9.76
Investment in portfolio shares, at cost	$282,337	$35,354,586	$59,382,173	$13,323,148	$333,118

STATEMENT OF OPERATIONS For the period ended December 31, 2010
	SUBACCOUNTS
	AST T. Rowe Price Asset Allocation Portfolio	AST Aggressive Asset Allocation Portfolio	AST Balanced Asset Allocation Portfolio	AST Preservation Asset Allocation Portfolio	AST First Trust Balanced Target Portfolio
INVESTMENT INCOME
Dividend income	$ 848	$ 171,354	$ 518,895	$ 182,398	$ 1,261


EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration	285	62,169	119,759	31,044	415
Reimbursement for excess expenses	0	0	0	0	0


NET EXPENSES	285	62,169	119,759	31,044	415


NET INVESTMENT INCOME (LOSS)	563	109,185	399,136	151,354	846


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Capital gains distributions received	0	0	0	0	0
Realized gain (loss) on shares redeemed	892	123,215	412,223	63,952	1,611
Net change in unrealized gain (loss) on investments	18,105	4,813,727	6,426,545	1,117,521	29,705


NET GAIN (LOSS) ON INVESTMENTS	18,997	4,936,942	6,838,768	1,181,473	31,316


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$19,560	$5,046,127	$7,237,904	$ 1,332,827	$32,162

The accompanying notes are an integral part of these financial statements.

A17


SUBACCOUNTS (Continued)
AST First Trust Capital Appreciation Target Portfolio	AST Advanced Strategies Portfolio	AST CLS Growth Asset Allocation Portfolio	AST CLS Moderate Asset Allocation Portfolio

$ 247,111	$ 294,690	$ 239,655	$ 324,614

$ 247,111	$ 294,690	$ 239,655	$ 324,614



$ 247,111	$ 294,690	$ 239,655	$ 324,614

$ 247,111	$ 294,690	$ 239,655	$ 324,614


16,768	20,519	16,660	23,866


24,936	26,962	22,377	32,592
$ 9.91	$ 10.93	$ 10.71	$ 9.96
$ 224,227	$ 274,935	$ 216,339	$ 300,686


SUBACCOUNTS (Continued)
AST First Trust Capital Appreciation Target Portfolio	AST Advanced Strategies Portfolio	AST CLS Growth Asset Allocation Portfolio	AST CLS Moderate Asset Allocation Portfolio

$ 792	$ 1,209	$ 518	$ 450



242	316	378	312
0	0	0	0


242	316	378	312


550	893	140	138



0	0	0	0
535	487	3,006	715
22,738	19,406	22,997	23,732


23,273	19,893	26,003	24,447


$ 23,823	$ 20,786	$ 26,143	$ 24,585

The accompanying notes are an integral part of these financial statements.

A18

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	Prudential Money Market Portfolio		Prudential Diversified Bond Portfolio		Prudential Equity Portfolio
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$(757,803)	$(185,325)	$3,820,043	$3,770,787	$255,306	$610,678
Capital gains distributions received	0	0	1,338,399	1,547,761	0	0
Realized gain (loss) on shares redeemed	0	0	897,774	(525,331)	283,121	(1,465,592)
Net change in unrealized gain (loss) on investments	0	0	3,669,748	11,300,609	5,921,103	16,841,764


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	(757,803)	(185,325)	9,725,964	16,093,826	6,459,530	15,986,850


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	17,757,046	18,327,263	5,836,081	6,012,280	7,539,940	8,136,049
Policy loans	(1,275,955)	(1,748,951)	(1,058,839)	(719,060)	(1,421,335)	(980,208)
Policy loan repayments and interest	978,998	583,194	215,527	112,735	279,332	159,987
Surrenders, withdrawals and death benefits	(10,386,797)	(9,709,938)	(10,043,517)	(6,440,821)	(3,043,305)	(3,455,247)
Net transfers between other subaccounts or fixed rate option	(86,834,344)	3,826,018	8,485,489	634,981	(1,322,933)	(1,531,458)
Withdrawal and other charges	(5,927,148)	(6,998,193)	(3,532,142)	(4,009,698)	(3,527,735)	(3,729,004)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(85,688,200)	4,279,393	(97,401)	(4,409,583)	(1,496,036)	(1,399,881)


TOTAL INCREASE (DECREASE) IN NET ASSETS	(86,446,003)	4,094,068	9,628,563	11,684,243	4,963,494	14,586,969

NET ASSETS
Beginning of period	254,664,455	250,570,387	95,396,345	83,712,102	57,330,263	42,743,294

End of period	$168,218,452	$254,664,455	$105,024,908	$95,396,345	$62,293,757	$57,330,263


Beginning units	155,045,619	152,864,507	39,173,444	40,753,032	39,201,075	38,469,319

Units issued	39,924,743	36,456,479	9,258,912	6,371,039	8,042,084	8,882,906
Units redeemed	(86,953,532)	(34,275,367)	(9,573,078)	(7,950,627)	(10,122,948)	(8,151,150)

Ending units	108,016,830	155,045,619	38,859,278	39,173,444	37,120,211	39,201,075

The accompanying notes are an integral part of these financial statements.

A19


SUBACCOUNTS (Continued)
Prudential Flexible Managed Portfolio		Prudential Conservative Balanced Portfolio		Prudential Value Portfolio		Prudential High Yield Bond Portfolio
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ 97,863	$140,449	$ 152,659	$ 248,459	$ 300,995	$ 159,337	$1,908,822	$1,136,966
0	0	0	0	0	0	0	0
(51,987)	(90,708)	156,557	(216,591)	(592,913)	(2,237,559)	101,731	(150,850)
632,889	851,946	548,926	1,242,833	4,162,066	6,057,974	1,019,006	3,219,089


678,765	901,687	858,142	1,274,701	3,870,148	3,979,752	3,029,559	4,205,205



1,354,607	1,401,307	318,206	199,851	4,764,854	938,966	3,402,216	2,112,576
(783)	(4,801)	(55,433)	(6,247)	(631,346)	(12,153)	(534,025)	(526,465)
4,114	5,263	5,143	4,701	187,415	23,702	146,495	32,195
(1,046,412)	(62,781)	(124,968)	(85,367)	(2,457,506)	(1,770,431)	(1,477,220)	(799,204)
161,239	13,718	(95,632)	(1,148,212)	38,920,009	(1,231,962)	500,435	9,833,171
(404,680)	(381,346)	(248,817)	(168,628)	(2,221,814)	(484,473)	(1,766,212)	(1,052,438)


68,085	971,360	(201,501)	(1,203,902)	38,561,612	(2,536,351)	271,689	9,599,835


746,850	1,873,047	656,641	70,799	42,431,760	1,443,401	3,301,248	13,805,040


6,290,022	4,416,975	7,760,556	7,689,757	12,631,743	11,188,342	21,853,528	8,048,488

$7,036,872	$6,290,022	$8,417,197	$7,760,556	$55,063,503	$12,631,743	$25,154,776	$21,853,528


5,133,665	4,252,635	4,262,125	4,921,791	5,906,002	7,685,223	12,997,575	6,981,547

1,103,919	1,325,303	2,306,312	237,307	6,924,410	999,016	2,870,272	8,239,788
(1,142,337)	(444,273)	(1,439,704)	(896,973)	(2,017,882)	(2,778,237)	(2,772,331)	(2,223,760)

5,095,247	5,133,665	5,128,733	4,262,125	10,812,530	5,906,002	13,095,516	12,997,575

The accompanying notes are an integral part of these financial statements.

A20

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	Prudential Natural Resources Portfolio		Prudential Stock Index Portfolio		Prudential Global Portfolio
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ 4,062	$ 10,613	$2,814,941	$3,214,948	$ 219,792	$ 366,511
Capital gains distributions received	0	503,919	0	0	0	0
Realized gain (loss) on shares redeemed	125,261	18,841	(1,462,047)	(6,262,022)	(88,919)	(661,028)
Net change in unrealized gain (loss) on investments	1,743,635	2,007,236	23,517,308	35,608,040	1,941,057	4,344,637


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	1,872,958	2,540,609	24,870,202	32,560,966	2,071,930	4,050,120


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	1,418,127	954,730	16,377,622	18,256,154	2,323,499	2,447,758
Policy loans	(29,320)	(179,448)	(2,692,813)	(1,791,456)	(372,632)	(224,237)
Policy loan repayments and interest	74,900	12,290	674,710	425,429	186,067	42,553
Surrenders, withdrawals and death benefits	(539,021)	(243,685)	(7,219,129)	(7,073,503)	(1,090,770)	(871,091)
Net transfers between other subaccounts or fixed rate option	728,102	770,271	30,546,111	(3,778,915)	54,939	(449,077)
Withdrawal and other charges	(812,347)	(551,135)	(8,487,506)	(8,876,328)	(1,037,474)	(1,136,426)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	840,441	763,023	29,198,995	(2,838,619)	63,629	(190,520)


TOTAL INCREASE (DECREASE) IN NET ASSETS	2,713,399	3,303,632	54,069,197	29,722,347	2,135,559	3,859,600

NET ASSETS
Beginning of period	6,367,051	3,063,419	162,565,822	132,843,475	17,090,182	13,230,582

End of period	$9,080,450	$6,367,051	$216,635,019	$162,565,822	$19,225,741	$17,090,182


Beginning units	607,531	455,764	112,803,027	115,268,388	14,707,808	15,081,278

Units issued	520,617	802,818	31,940,960	25,260,960	2,758,223	3,499,463
Units redeemed	(376,805)	(651,051)	(25,772,050)	(27,726,321)	(2,770,265)	(3,872,933)

Ending units	751,343	607,531	118,971,937	112,803,027	14,695,766	14,707,808

The accompanying notes are an integral part of these financial statements.

A21


SUBACCOUNTS (Continued)
Prudential Government Income Portfolio		Prudential Jennison Portfolio		Prudential Small Capitalization Stock Portfolio		T. Rowe Price International Stock Portfolio
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$2,787,145	$2,476,037	$68,196	$140,963	$74,951	$228,427	$33,245	$92,798
3,157,137	346,985	0	0	0	1,837,031	26,229	0
190,624	(27,202)	576,881	(428,644)	(211,808)	(190,280)	(78,346 )	(283,710)
1,318,737	3,957,210	5,106,921	14,561,747	6,177,135	2,488,432	1,026,198	2,135,420


7,453,643	6,753,030	5,751,998	14,274,066	6,040,278	4,363,610	1,007,326	1,944,508



0	3,666	7,323,643	7,452,225	165,666	95,736	149,463	132,429
(157,662)	(147,484)	(1,553,350)	(1,399,881)	(4,888)	(770)	(130,754)	(12,403)
117,979	110,370	357,781	191,132	56,867	4,426	12,889	6,739
(773,334)	(191)	(2,503,524)	(4,575,692)	(148,610)	(34,889)	(604,324)	(267,737)
21,886,942	(14,310)	4,620,212	(268,944)	4,340,430	59,876	3,537,761	(249,898)
(726,519)	(575,107)	(3,406,431)	(3,494,221)	(238,286)	(313,741)	(159,353)	(139,361)


20,347,406	(623,056)	4,838,331	(2,095,381)	4,171,179	(189,362)	2,805,682	(530,231)


27,801,049	6,129,974	10,590,329	12,178,685	10,211,457	4,174,248	3,813,008	1,414,277


102,004,188	95,874,214	46,131,554	33,952,869	22,305,629	18,131,381	5,227,439	3,813,162

$129,805,237	$102,004,188	$56,721,883	$46,131,554	$32,517,086	$22,305,629	$9,040,447	$5,227,439


30,729,521	30,924,772	45,194,782	48,152,481	6,665,913	6,771,516	4,935,118	5,409,695

9,949,172	35,273	12,743,053	10,164,833	1,766,740	57,330	4,495,508	886,327
(3,908,234)	(230,524)	(8,505,574)	(13,122,532)	(723,652)	(162,933)	(2,219,828 )	(1,360,904)

36,770,459	30,729,521	49,432,261	45,194,782	7,709,001	6,665,913	7,210,798	4,935,118

The accompanying notes are an integral part of these financial statements.

A22

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	Janus Aspen Janus Portfolio – Institutional Shares		MFS Growth Series – Initial Class		American Century VP Value Fund
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$15,235	$(3,113)	$(10,604)	$(5,490)	$134,877	$344,043
Capital gains distributions received	0	0	0	0	0	0
Realized gain (loss) on shares redeemed	(7,632)	(622,255)	45,741	(13,321)	(109,540)	(1,016,058)
Net change in unrealized gain (loss) on investments	448,248	1,616,895	282,863	662,813	1,013,204	1,864,514


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	455,851	991,527	318,000	644,002	1,038,541	1,192,499


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	119,970	179,493	90,387	116,402	168,370	181,173
Policy loans	(5,458)	(160,461)	(25,190)	(10,773)	(37,282)	(62,778)
Policy loan repayments and interest	3,977	8,333	3,712	14,739	12,221	2,310
Surrenders, withdrawals and death benefits	(152,211)	(198,400)	(153,560)	(110,012)	(137,240)	(88,539)
Net transfers between other subaccounts or fixed rate option	(167,708)	(1,124,582)	149,601	(53,502)	208,676	(1,022,942)
Withdrawal and other charges	(174,595)	(229,412)	(125,675)	(124,306)	(184,193)	(173,972)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(376,025)	(1,525,029)	(60,725)	(167,452)	30,552	(1,164,748)


TOTAL INCREASE (DECREASE) IN NET ASSETS	79,826	(533,502)	257,275	476,550	1,069,093	27,751

NET ASSETS
Beginning of period	3,685,965	4,219,467	2,198,221	1,721,671	8,093,513	8,065,762

End of period	$3,765,791	$3,685,965	$2,455,496	$2,198,221	$9,162,606	$8,093,513


Beginning units	5,000,422	7,670,514	3,014,924	3,262,079	5,240,821	6,143,873

Units issued	261,106	369,756	426,925	469,060	276,340	215,455
Units redeemed	(788,147)	(3,039,848)	(551,594)	(716,215)	(259,670)	(1,118,507)

Ending units	4,473,381	5,000,422	2,890,255	3,014,924	5,257,491	5,240,821

**	Date subaccount was no longer available for investment

The accompanying notes are an integral part of these financial statements.

A23


SUBACCOUNTS (Continued)
Franklin Small-Mid Cap Growth Securities Fund		American Century VP Income & Growth Fund		Prudential SP Davis Value Portfolio		Dreyfus MidCap Stock Portfolio – Initial Shares
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 4/30/2010**	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$(17,353)	$ (14,397)	$ 11,127	$ 38,848	$ (30,468)	$ 439,353	$ 2,364	$ 3,308
0	0	0	0	0	0	0	0
5,519	(171,048)	(50,585)	(115,346)	(1,904,492)	(1,624,091)	(7,161)	(65,264)
920,056	1,293,261	156,827	233,506	4,008,502	10,449,228	77,708	134,984


908,222	1,107,816	117,369	157,008	2,073,542	9,264,490	72,911	73,028



122,670	116,460	17,492	20,593	2,193,243	7,146,820	8,901	17,278
(24,177)	(102,304)	0	0	(404,385)	(1,196,677)	(2,416)	(2,015)
18,561	21,960	42	1,572	200,519	176,672	2,052	1,924
(281,958)	(135,970)	(125,141)	(17,926)	(1,022,455)	(1,765,919)	0	(54,696)
(53,183)	53,223	173,197	(50,924)	(40,658,306)	(1,480,141)	(8,188)	8,446
(102,293)	(99,945)	(18,428)	(22,284)	(963,671)	(2,950,873)	(11,778)	(13,974)


(320,380)	(146,576)	47,162	(68,969)	(40,655,055)	(70,118)	(11,429)	(43,037)


587,842	961,240	164,531	88,039	(38,581,513)	9,194,372	61,482	29,991


3,581,872	2,620,632	844,606	756,567	38,581,513	29,387,141	281,773	251,782

$4,169,714	$3,581,872	$1,009,137	$844,606	$ 0	$38,581,513	$343,255	$281,773


4,607,685	4,816,681	877,650	926,620	32,190,595	31,771,459	238,213	287,850

477,608	637,165	431,991	347,863	2,473,353	8,541,758	20,722	53,089
(864,868)	(846,161)	(388,996)	(396,833)	(34,663,948)	(8,122,622)	(30,132)	(102,726)

4,220,425	4,607,685	920,645	877,650	0	32,190,595	228,803	238,213

The accompanying notes are an integral part of these financial statements.

A24

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	Dreyfus Opportunistic Small Cap Portfolio – Initial Shares		Prudential SP Small Cap Value Portfolio		Prudential Jennison 20/20 Focus Portfolio
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$12,517	$33,674	$159,286	$364,233	$ (1,772)	$ 2,201
Capital gains distributions received	0	0	0	0	0	0
Realized gain (loss) on shares redeemed	(46,644)	(770,997)	(418,541)	(2,995,023)	30,988	3,656
Net change in unrealized gain (loss) on investments	796,890	1,144,833	9,661,064	10,946,448	167,910	336,380


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	762,763	407,510	9,401,809	8,315,658	197,126	342,237


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	45,649	47,179	5,594,593	6,277,518	1,046,156	654,791
Policy loans	(18,140)	(15,804)	(1,079,920)	(960,313)	(43,642)	(11,463)
Policy loan repayments and interest	26,679	19,028	302,915	189,715	12,852	5,542
Surrenders, withdrawals and death benefits	(104,807)	(666,207)	(2,515,406)	(1,294,336)	(44,174)	(11,040)
Net transfers between other subaccounts or fixed rate option	(128,909)	237,315	207,943	(2,612,075)	313,621	510,815
Withdrawal and other charges	(49,122)	(54,671)	(2,495,364)	(2,505,792)	(523,962)	(342,104)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(228,650)	(433,160)	14,761	(905,283)	760,851	806,541


TOTAL INCREASE (DECREASE) IN NET ASSETS	534,113	(25,650)	9,416,570	7,410,375	957,977	1,148,778

NET ASSETS
Beginning of period	2,279,423	2,305,073	36,145,297	28,734,922	1,422,111	273,333

End of period	$2,813,536	$2,279,423	$45,561,867	$36,145,297	$2,380,088	$1,422,111


Beginning units	4,972,129	6,324,799	24,945,254	25,605,093	147,019	44,556

Units issued	1,175,317	1,271,256	4,860,104	6,272,858	164,756	155,485
Units redeemed	(1,457,750)	(2,623,926)	(4,879,152)	(6,932,697)	(83,374)	(53,022)

Ending units	4,689,696	4,972,129	24,926,206	24,945,254	228,401	147,019

The accompanying notes are an integral part of these financial statements.

A25


SUBACCOUNTS (Continued)
Goldman Sachs Structured Small Cap Equity Fund		Invesco V.I. Utilities Fund		Invesco V.I. Technology Fund		Janus Aspen Enterprise Portfolio – Service Shares
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ 4,472	$ 9,554	$ 2,140	$ 710	$ (837)	$ (688)	$ (2,652)	$ (2,087)
0	0	0	187	0	0	0	0
(14,274)	(179,419)	(62)	(5,562)	2,533	(71,155)	1,648	(491,269)
330,270	366,772	3,231	7,000	86,743	214,806	322,918	839,119


320,468	196,907	5,309	2,335	88,439	142,963	321,914	345,763



146,404	146,873	9,262	3,211	6,440	1	140,137	171,344
0	0	0	0	(8,798)	(175,050)	(31,671)	(25,143)
21	0	0	15	21	0	28,586	26,240
(9,034)	(34,249)	0	(10,295)	0	0	(9,390)	(51,395)
23,307	(97,923)	36,967	(3,285)	43,851	0	730,790	(724,750)
(80,410)	(76,317)	(1,065)	(887)	(5,749)	(4,791)	(107,915)	(112,649)


80,288	(61,616)	45,164	(11,241)	35,765	(179,840)	750,537	(716,353)


400,756	135,291	50,473	(8,906)	124,204	(36,877)	1,072,451	(370,590)


1,100,719	965,428	16,715	25,621	376,746	413,623	1,270,816	1,641,406

$1,501,475	$1,100,719	$ 67,188	$ 16,715	$ 500,950	$ 376,746	$2,343,267	$1,270,816


906,128	1,012,637	16,412	28,855	1,297,335	2,237,735	1,917,055	3,569,283

120,276	166,181	46,822	3,730	171,334	0	1,115,848	336,004
(74,549)	(272,690)	(1,049)	(16,173)	(45,152)	(940,400)	(211,186)	(1,988,232)

951,855	906,128	62,185	16,412	1,423,517	1,297,335	2,821,717	1,917,055

The accompanying notes are an integral part of these financial statements.

A26

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	Janus Aspen Balanced Portfolio – Service Shares		Oppenheimer Small- & Mid-Cap Growth Fund/VA Service Shares		Janus Aspen Janus Portfolio – Service Shares
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$518,969	$495,787	$ (1,772)	$ (1,762)	$ 3,351	$ 3,117
Capital gains distributions received	0	715,271	0	0	0	0
Realized gain (loss) on shares redeemed	118,845	20,879	36,430	(474,523)	21,928	(31,457)
Net change in unrealized gain (loss) on investments	1,048,622	3,216,647	165,576	691,893	340,094	713,685


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	1,686,436	4,448,584	200,234	215,608	365,373	685,345


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	28,277	62,174	4,815	7,130	383,431	428,641
Policy loans	0	0	(1,488)	(5,919)	(78,644)	(53,476)
Policy loan repayments and interest	1,394	10	7,659	56	11,381	10,707
Surrenders, withdrawals and death benefits	0	(56,566)	(56,390)	(742,141)	(142,936)	(170,799)
Net transfers between other subaccounts or fixed rate option	407,482	38,697	(927,297)	78,021	(8,241)	(29,623)
Withdrawal and other charges	(571,389)	(544,569)	(12,424)	(25,946)	(121,033)	(125,002)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(134,236)	(500,254)	(985,125)	(688,799)	43,958	60,448


TOTAL INCREASE (DECREASE) IN NET ASSETS	1,552,200	3,948,330	(784,891)	(473,191)	409,331	745,793

NET ASSETS
Beginning of period	21,812,412	17,864,082	854,936	1,328,127	2,591,728	1,845,935

End of period	$23,364,612	$21,812,412	$70,045	$854,936	$3,001,059	$2,591,728


Beginning units	14,890,035	15,283,861	1,806,063	3,704,161	2,729,629	2,637,728

Units issued	502,501	87,956	464,183	248,137	454,320	619,606
Units redeemed	(611,075)	(481,782)	(2,153,640)	(2,146,235)	(410,327)	(527,705)

Ending units	14,781,461	14,890,035	116,606	1,806,063	2,773,622	2,729,629

**	Date subaccount was no longer available for investment

The accompanying notes are an integral part of these financial statements.

A27


SUBACCOUNTS (Continued)
Prudential SP Strategic Partners Focused Growth Portfolio		Prudential SP Mid Cap Growth Portfolio		Prudential SP Prudential U.S. Emerging Growth Portfolio		Prudential SP Growth Asset Allocation Portfolio
01/01/2010 to 4/30/2010**	01/01/2009 to 12/31/2009	01/01/2010 to 4/30/2010**	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ (4,361)	$ (11,501)	$ (12,566)	$ (31,086)	$ 63,942	$ 104,374	$1,725,603	$1,548,056
0	0	0	0	0	0	0	1,115,592
68,840	(150,483)	(2,700,858)	(811,045)	(53,707)	(826,875)	(1,269,477)	(3,745,055)
(70,079)	1,564,083	4,415,869	4,612,145	7,198,287	8,393,809	12,827,988	20,457,863


(5,600)	1,402,099	1,702,445	3,770,014	7,208,522	7,671,308	13,284,114	19,376,456



239,442	842,500	1,006,556	3,255,285	6,051,015	4,657,308	26,565,428	28,234,528
(40,588)	(85,535)	(194,186)	(437,356)	(1,208,983)	(632,010)	(2,899,622)	(1,619,070)
12,033	23,375	48,744	75,056	218,405	119,144	371,025	508,041
(217,891)	(350,065)	(333,215)	(811,915)	(2,332,233)	(1,217,231)	(6,337,944)	(4,227,327)
(4,521,595)	67,641	(17,724,826)	(139,850)	17,780,989	(231,257)	(344,249)	(2,554,742)
(122,663)	(385,571)	(400,646)	(1,251,219)	(2,831,692)	(2,062,471)	(12,945,400)	(13,791,071)


(4,651,262)	112,345	(17,597,573)	690,001	17,677,501	633,483	4,409,238	6,550,359


(4,656,862)	1,514,444	(15,895,128)	4,460,015	24,886,023	8,304,791	17,693,352	25,926,815


4,656,862	3,142,418	15,895,128	11,435,113	26,435,294	18,130,503	93,814,971	67,888,156

$ 0	$4,656,862	$ 0	$15,895,128	$51,321,317	$26,435,294	$111,508,323	$93,814,971


4,048,077	3,942,512	20,978,395	19,940,715	18,088,573	17,657,382	75,887,967	69,182,639

383,473	1,135,451	1,378,256	5,641,161	16,104,251	4,517,510	21,829,778	28,831,406
(4,431,550)	(1,029,886)	(22,356,651)	(4,603,481)	(4,885,801)	(4,086,319)	(18,993,157)	(22,126,078)

0	4,048,077	0	20,978,395	29,307,023	18,088,573	78,724,588	75,887,967

The accompanying notes are an integral part of these financial statements.

A28

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	Janus Aspen Overseas Portfolio – Service Shares		Prudential SP International Growth Portfolio		Prudential SP International Value Portfolio
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$28,953	$ 9,457	$192,594	$225,332	$624,124	$583,022
Capital gains distributions received	0	119,246	0	0	0	0
Realized gain (loss) on shares redeemed	244,033	(33,085)	(536,347)	(1,331,712)	(647,711 )	(4,132,873)
Net change in unrealized gain (loss) on investments	1,497,145	2,597,602	2,405,312	4,807,372	3,681,067	9,363,278


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	1,770,131	2,693,220	2,061,559	3,700,992	3,657,480	5,813,427


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	1,097,656	766,089	2,789,264	3,288,873	4,160,107	4,687,165
Policy loans	(41,248)	(5,359)	(462,911)	(239,493)	(682,893 )	(662,712)
Policy loan repayments and interest	65,673	305	264,741	76,331	330,024	397,891
Surrenders, withdrawals and death benefits	(41,131)	(171,288)	(603,298)	(532,627)	(2,664,197)	(850,560)
Net transfers between other subaccounts or fixed rate option	1,052,921	77,210	(134,485)	(369,815)	4,407,782	(2,018,688)
Withdrawal and other charges	(708,898)	(497,213)	(1,249,795)	(1,332,252)	(1,820,823)	(1,884,248)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	1,424,973	169,744	603,516	891,017	3,730,000	(331,152)


TOTAL INCREASE (DECREASE) IN NET ASSETS	3,195,104	2,862,964	2,665,075	4,592,009	7,387,480	5,482,275

NET ASSETS
Beginning of period	6,535,117	3,672,153	14,167,656	9,575,647	24,874,852	19,392,577

End of period	$9,730,221	$6,535,117	$16,832,731	$14,167,656	$32,262,332	$24,874,852


Beginning units	3,189,340	3,778,567	10,408,651	9,545,027	18,228,427	18,735,988

Units issued	602,591	488,161	2,920,006	3,707,942	14,257,750	5,656,184
Units redeemed	(401,236)	(1,077,388)	(2,481,744)	(2,844,318)	(11,501,935)	(6,163,745)

Ending units	3,390,695	3,189,340	10,846,913	10,408,651	20,984,242	18,228,427

The accompanying notes are an integral part of these financial statements.

A29


SUBACCOUNTS (Continued)
M Large Cap Growth Fund		M Capital Appreciation Fund		M International Equity Fund		M Business Opportunity Value Fund
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ 3,609	$ 9,386	$ 2,599	$ 431	$ 50,910	$ 40,299	$ 4,926	$ 4,243
0	0	0	0	0	0	0	0
(28,747)	(109,686)	3,943	(197,685)	(181,518)	(473,488)	(3,121)	(47,487)
332,156	572,137	324,157	516,335	203,572	705,350	70,092	164,231


307,018	471,837	330,699	319,081	72,964	272,161	71,897	120,987



77,523	123,279	73,270	81,746	118,173	161,767	46,417	87,956
(2,618)	(19,569)	(3,872)	(28,128)	(2,598)	(63,371)	(1,263)	(34,552)
62	612	56,777	729	56,806	1,980	0	934
(1,676)	(6,114)	(1,888)	(5,841)	(1,710)	(6,519)	(267)	(5,337)
(797,416)	13,401	22,330	(12,950)	(335,084)	(98,035)	153,886	25,601
(103,840)	(140,988)	(98,908)	(82,718)	(155,886)	(171,018)	(73,725)	(72,352)


(827,965)	(29,379)	47,709	(47,162)	(320,299)	(175,196)	125,048	2,250


(520,947)	442,458	378,408	271,919	(247,335)	96,965	196,945	123,237


1,717,589	1,275,131	1,175,110	903,191	1,852,131	1,755,166	625,755	502,518

$1,196,642	$1,717,589	$1,553,518	$1,175,110	$1,604,796	$1,852,131	$822,700	$625,755


140,671	143,496	80,527	91,977	124,811	148,178	46,345	46,367

25,353	33,035	14,392	24,402	23,373	32,072	16,632	23,265
(86,387)	(35,860)	(11,096)	(35,852)	(44,802)	(55,439)	(7,216)	(23,287)

79,637	140,671	83,823	80,527	103,382	124,811	55,761	46,345

The accompanying notes are an integral part of these financial statements.

A30

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	ProFund VP Asia 30		ProFund VP Banks		ProFund VP Basic Materials
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ 9	$ 265	$ 0	$ 0	$ 41	$ 21
Capital gains distributions received	0	4,809	0	0	0	0
Realized gain (loss) on shares redeemed	6,516	12	0	(2,588)	1,549	1,378
Net change in unrealized gain (loss) on investments	(6,339)	11,278	0	3	(969)	7,459


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	186	16,364	0	(2,585)	621	8,858


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	275	265	0	0	235	222
Policy loans	0	0	0	0	0	0
Policy loan repayments and interest	0	0	0	0	0	0
Surrenders, withdrawals and death benefits	0	0	0	0	0	0
Net transfers between other subaccounts or fixed rate option	(43,235)	473	0	2,585	(8,254)	(3,732)
Withdrawal and other charges	(245)	(806)	0	0	(137)	(309)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(43,205)	(68)	0	2,585	(8,156)	(3,819)


TOTAL INCREASE (DECREASE) IN NET ASSETS	(43,019)	16,296	0	0	(7,535)	5,039

NET ASSETS
Beginning of period	46,531	30,235	2	2	10,041	5,002

End of period	$ 3,512	$ 46,531	$ 2	$ 2	$ 2,506	$ 10,041


Beginning units	15,096	15,088	3	3	5,593	4,512

Units issued	1,585	443	0	151,774	3,962	127,334
Units redeemed	(15,678)	(435)	0	(151,774)	(8,476)	(126,253)

Ending units	1,003	15,096	3	3	1,079	5,593

The accompanying notes are an integral part of these financial statements.

A31


SUBACCOUNTS (Continued)
ProFund VP Bear		ProFund VP Biotechnology		ProFund VP UltraBull		ProFund VP Consumer Services
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ (15)	$ (65)	$ (3)	$ (4)	$ (127)	$ (57)	$ (2)	$ 0
0	0	0	0	0	0	0	0
(3,225)	10,415	310	23	29,464	41,324	168	0
1,449	(2,026)	(22)	0	11	(258)	94	1


(1,791)	8,324	285	19	29,348	41,009	260	1



0	0	0	13,179	1,084	11,697	0	0
0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0
0	0	(8)	0	0	(12,210)	0	(1)
1,058	(2,183)	(14)	(12,967)	68,077	(40,400)	1,578	0
(456)	(8,603)	(137)	(170)	(458)	(1,939)	(57)	0


602	(10,786)	(159)	42	68,703	(42,852)	1,521	(1)


(1,189)	(2,462)	126	61	98,051	(1,843)	1,781	0


4,815	7,277	314	253	1,565	3,408	3	3

$ 3,626	$ 4,815	$ 440	$ 314	$ 99,616	$ 1,565	$ 1,784	$ 3


7,744	8,422	179	149	1,542	4,839	3	4

149,371	726,176	5,089	53,721	6,384,427	5,383,518	10,012	0
(150,004)	(726,854)	(5,029)	(53,691)	(6,305,502)	(5,386,815)	(8,683)	(1)

7,111	7,744	239	179	80,467	1,542	1,332	3

The accompanying notes are an integral part of these financial statements.

A32

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	ProFund VP Consumer Goods		ProFund VP Oil & Gas		ProFund VP Europe 30
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ 1	$ 4	$ 51	$ (105)	$ 474	$ 1,125
Capital gains distributions received	0	0	0	7,260	0	0
Realized gain (loss) on shares redeemed	(39)	(95)	(5,739)	(7,582)	1,680	(3,477)
Net change in unrealized gain (loss) on investments	36	144	14,392	204	(5,792)	13,837


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	(2)	53	8,704	(223)	(3,638)	11,485


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	117	117	20	4	682	507
Policy loans	0	0	0	0	0	0
Policy loan repayments and interest	0	0	27	0	0	0
Surrenders, withdrawals and death benefits	0	(230)	(5,164)	0	(5,084)	(6,446)
Net transfers between other subaccounts or fixed rate option	38	0	22,174	52,642	5,497	50,323
Withdrawal and other charges	(64)	(188)	(3,062)	(5,399)	(4,103)	(9,382)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	91	(301)	13,995	47,247	(3,008)	35,002


TOTAL INCREASE (DECREASE) IN NET ASSETS	89	(248)	22,699	47,024	(6,646)	46,487

NET ASSETS
Beginning of period	170	418	66,065	19,041	51,675	5,188

End of period	$ 259	$ 170	$ 88,764	$ 66,065	$45,029	$ 51,675


Beginning units	128	382	27,577	9,157	30,962	4,102

Units issued	1,251	103	22,933	101,413	34,523	57,757
Units redeemed	(1,212)	(357)	(18,968)	(82,993)	(39,132)	(30,897)

Ending units	167	128	31,542	27,577	26,353	30,962

The accompanying notes are an integral part of these financial statements.

A33


SUBACCOUNTS (Continued)
ProFund VP Financials		ProFund VP Health Care		ProFund VP Internet		ProFund VP Japan
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ 139	$ 774	$ (73)	$ 210	$ (3)	$ (1)	$ (65)	$ 140
0	0	0	0	171	0	0	0
(6,014)	(2,841)	785	(6,899)	282	(54)	(5,431)	(2,077)
9,892	10,772	42	15,847	278	388	376	6,789


4,017	8,705	754	9,158	728	333	(5,120)	4,852



1,272	10,552	319	7,629	25	0	390	227
0	0	0	0	0	0	0	0
27	0	27	0	0	0	0	0
0	(1,854)	0	0	0	(372)	(5,183)	(6,266)
(57,006)	3,350	46,550	(5,770)	(953)	1,885	(19,833)	51,910
(606)	(2,950)	(951)	(910)	(77)	(144)	(3,027)	(8,159)


(56,313)	9,098	45,945	949	(1,005)	1,369	(27,653)	37,712


(52,296)	17,803	46,699	10,107	(277)	1,702	(32,773)	42,564


55,000	37,197	53,408	43,301	2,061	359	47,876	5,312

$ 2,704	$ 55,000	$ 100,107	$ 53,408	$ 1,784	$ 2,061	$ 15,103	$47,876


72,180	56,010	42,941	41,519	1,024	315	35,298	4,310

1,639	27,582	40,897	99,854	3,732	7,822	17,310	46,187
(70,612)	(11,412)	(5,376)	(98,432)	(4,099)	(7,113)	(40,664)	(15,199)

3,207	72,180	78,462	42,941	657	1,024	11,944	35,298

The accompanying notes are an integral part of these financial statements.

A34

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	ProFund VP Mid-Cap Growth		ProFund VP Mid-Cap Value		ProFund VP Money Market
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ (6)	$ (6)	$ 8	$ 95	$ (6,912)	$ (6,669)
Capital gains distributions received	0	0	0	0	0	0
Realized gain (loss) on shares redeemed	747	9	(276)	(666)	0	0
Net change in unrealized gain (loss) on investments	(37)	938	2,619	3,454	0	0


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	704	941	2,351	2,883	(6,912)	(6,669)


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	378	378	378	379	145,044	85,429
Policy loans	0	0	0	0	(102,714)	(2,287)
Policy loan repayments and interest	0	0	0	0	2,213	2,111
Surrenders, withdrawals and death benefits	0	0	0	0	(14,983)	(26,224)
Net transfers between other subaccounts or fixed rate option	(323)	1,654	0	0	(549,702)	(420,367)
Withdrawal and other charges	(328)	(597)	(1,133)	(1,020)	(42,797)	(119,646)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(273)	1,435	(755)	(641)	(562,939)	(480,984)


TOTAL INCREASE (DECREASE) IN NET ASSETS	431	2,376	1,596	2,242	(569,851)	(487,653)

NET ASSETS
Beginning of period	2,908	532	12,198	9,956	3,032,394	3,520,047

End of period	$ 3,339	$ 2,908	$ 13,794	$ 12,198	$2,462,543	$3,032,394


Beginning units	1,951	492	7,664	8,167	2,792,851	3,233,406

Units issued	3,790	1,940	225	294	13,452,582	10,499,239
Units redeemed	(3,992)	(481)	(676)	(797)	(13,970,966)	(10,939,794)

Ending units	1,749	1,951	7,213	7,664	2,274,467	2,792,851

The accompanying notes are an integral part of these financial statements.

A35


SUBACCOUNTS (Continued)
ProFund VP NASDAQ-100		ProFund VP Pharmaceuticals		ProFund VP Precious Metals		ProFund VP Real Estate
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ (173)	$ (178)	$ 14	$ 8	$ (112)	$ 343	$ 1,441	$ 870
0	0	0	0	0	0	0	0
18,832	4,350	1	(16)	7,966	(5,148)	9,107	5,775
(15,618)	25,103	(9)	57	1,132	9,204	(2,194)	5,689


3,041	29,275	6	49	8,986	4,399	8,354	12,334



0	48,726	188	188	0	0	1,084	8,467
0	0	0	0	0	0	0	0
0	0	27	0	0	0	0	0
(18,478)	0	0	0	(23,786)	(6,183)	(5,087)	(5,195)
5,045	0	0	0	(1,560)	70,188	(2,350)	30,077
(4,887)	0	(86)	(130)	(4,791)	(11,368)	(5,083)	(8,485)


(18,320)	48,726	129	58	(30,137)	53,261	(11,436)	24,864


(15,279)	78,001	135	107	(21,151)	57,660	(3,082)	37,198


103,775	25,774	330	223	58,005	345	46,083	8,885

$88,496	$ 103,775	$ 465	$ 330	$ 36,854	$ 58,005	$ 43,001	$46,083


63,488	23,908	345	272	26,273	211	33,296	8,190

52,396	253,444	232	234	11,859	230,100	85,383	120,560
(69,983)	(213,864)	(92)	(161)	(25,543)	(204,038)	(93,700)	(95,454)

45,901	63,488	485	345	12,589	26,273	24,979	33,296

The accompanying notes are an integral part of these financial statements.

A36

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	ProFund VP Rising Rates Opportunity		ProFund VP Semiconductor		ProFund VP Short NASDAQ-100
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ (96)	$ 43	$ (1)	$ (3)	$ (98)	$ (31)
Capital gains distributions received	0	0	0	0	0	0
Realized gain (loss) on shares redeemed	(395)	2,062	(441)	143	(5,172)	660
Net change in unrealized gain (loss) on investments	(6,889)	1,289	60	0	(8,264)	51


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	(7,380)	3,394	(382)	140	(13,534)	680


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	1	13	0	0	5,971	40,534
Policy loans	0	0	0	0	0	0
Policy loan repayments and interest	0	0	0	0	0	0
Surrenders, withdrawals and death benefits	0	0	0	0	0	(100,122)
Net transfers between other subaccounts or fixed rate option	37,899	12,049	2,130	(83)	66,107	94,139
Withdrawal and other charges	(406)	(246)	(26)	(57)	(5,515)	(29,643)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	37,494	11,816	2,104	(140)	66,563	4,908


TOTAL INCREASE (DECREASE) IN NET ASSETS	30,114	15,210	1,722	0	53,029	5,588

NET ASSETS
Beginning of period	15,215	5	1	1	5,588	0

End of period	$45,329	$ 15,215	$ 1,723	$ 1	$ 58,617	$ 5,588


Beginning units	24,588	11	1	2	13,035	0

Units issued	66,559	164,319	8,562	19,512	336,258	602,596
Units redeemed	(3,695)	(139,742)	(7,139)	(19,513)	(175,391)	(589,561)

Ending units	87,452	24,588	1,424	1	173,902	13,035

The accompanying notes are an integral part of these financial statements.

A37


SUBACCOUNTS (Continued)
ProFund VP Short Small-Cap		ProFund VP Small-Cap		ProFund VP Small-Cap Growth		ProFund VP Small-Cap Value
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ (1)	$ (55)	$ (173)	$ (126)	$ (11)	$ (14)	$ 0	$ 0
0	0	0	0	0	154	0	0
(404)	16,762	11,294	2,283	1,459	4,052	0	0
0	3	2,168	13,295	78	1,210	0	0


(405)	16,710	13,289	15,452	1,526	5,402	0	0



0	1,016	0	0	564	704	0	0
0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0
0	(1,071)	(12,975)	(8,000)	0	0	0	0
405	(8,360)	1,704	81,923	(857)	1,375	0	0
0	(8,317)	(9,088)	(15,797)	(302)	(713)	0	0


405	(16,732)	(20,359)	58,126	(595)	1,366	0	0


0	(22)	(7,070)	73,578	931	6,768	0	0


0	22	100,091	26,513	6,768	0	1	1

$ 0	$ 0	$ 93,021	$ 100,091	$ 7,699	$ 6,768	$ 1	$ 1


0	32	65,878	21,944	4,316	0	1	1

160,454	539,899	51,150	159,937	12,731	59,982	0	0
(160,454)	(539,931)	(67,842)	(116,003)	(13,132)	(55,666)	0	0

0	0	49,186	65,878	3,915	4,316	1	1

The accompanying notes are an integral part of these financial statements.

A38

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	ProFund VP Technology		ProFund VP Telecommunications		ProFund VP U.S. Government Plus
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ (62)	$ (57)	$ 57	$ 99	$ 204	$ (8)
Capital gains distributions received	0	0	0	0	0	1,075
Realized gain (loss) on shares redeemed	6,048	(2,083)	(10)	(3,839)	11,116	(1,327)
Net change in unrealized gain (loss) on investments	(8,346)	12,316	318	4,097	(2,615)	(3)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	(2,360)	10,176	365	357	8,705	(263)


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	188	188	1,286	1,312	365	271
Policy loans	0	0	0	0	0	0
Policy loan repayments and interest	0	0	0	0	0	0
Surrenders, withdrawals and death benefits	0	0	0	(2,061)	0	0
Net transfers between other subaccounts or fixed rate option	(27,038)	5,295	(1,976)	1,494	78,891	38
Withdrawal and other charges	(308)	(482)	(507)	(3,000)	(793)	(49)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(27,158)	5,001	(1,197)	(2,255)	78,463	260


TOTAL INCREASE (DECREASE) IN NET ASSETS	(29,518)	15,177	(832)	(1,898)	87,168	(3)

NET ASSETS
Beginning of period	30,021	14,844	3,686	5,584	6	9

End of period	$ 503	$ 30,021	$ 2,854	$ 3,686	$ 87,174	$ 6


Beginning units	19,215	15,298	3,361	5,451	5	5

Units issued	16,310	129,829	1,161	75,907	193,057	226,956
Units redeemed	(35,234)	(125,912)	(2,266)	(77,997)	(129,954)	(226,956)

Ending units	291	19,215	2,256	3,361	63,108	5

The accompanying notes are an integral part of these financial statements.

A39


SUBACCOUNTS (Continued)
ProFund VP UltraMid-Cap		ProFund VP UltraNASDAQ-100		ProFund VP UltraSmall-Cap		ProFund VP Bull
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ (27)	$ (18)	$ (73)	$ (49)	$ (35)	$ (21)	$ (38)	$ 473
0	0	0	0	0	0	0	0
(6,517)	7,629	32,026	37,082	9,138	16,883	6,726	5,876
0	0	(284)	116	0	0	(8,559)	13,017


(6,544)	7,611	31,669	37,149	9,103	16,862	(1,871)	19,366



0	0	104	24,398	0	5,834	762	767
0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0
(1)	0	0	(24,387)	0	(5,834)	(12,947)	(8,134)
61,974	(7,609)	302,752	(26,885)	46,341	(16,821)	(34,853)	82,859
(18)	0	(45)	(122)	(36)	(41)	(7,471)	(16,625)


61,955	(7,609)	302,811	(26,996)	46,305	(16,862)	(54,509)	58,867


55,411	2	334,480	10,153	55,408	0	(56,380)	78,233


3	1	12,755	2,602	4	4	105,017	26,784

$55,414	$ 3	$ 347,235	$ 12,755	$ 55,412	$ 4	$ 48,637	$105,017


2	1	7,966	3,555	3	4	85,508	27,050

926,596	964,082	2,410,727	2,064,259	1,608,224	1,487,444	50,864	303,907
(902,503)	(964,081)	(2,257,915)	(2,059,848)	(1,579,699)	(1,487,445)	(101,109)	(245,449)

24,095	2	160,778	7,966	28,528	3	35,263	85,508

The accompanying notes are an integral part of these financial statements.

A40

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	ProFund VP Utilities		AST T. Rowe Price Large-Cap Growth Portfolio		AST Cohen & Steers Realty Portfolio
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ 13	$ 30	$ (35,272)	$ (26,795)	$ 34,991	$ 35,937
Capital gains distributions received	0	0	0	0	0	0
Realized gain (loss) on shares redeemed	315	32	57,411	(272,874)	277	(487,489)
Net change in unrealized gain (loss) on investments	(20)	164	2,045,070	4,760,323	542,150	929,060


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	308	226	2,067,209	4,460,654	577,418	477,508


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	190	190	2,156,036	2,105,779	820,283	825,984
Policy loans	0	0	(710,778)	(228,773)	(37,913)	(13,059)
Policy loan repayments and interest	0	0	85,147	35,183	16,597	698
Surrenders, withdrawals and death benefits	0	(303)	(585,047)	(675,558)	(115,522)	(51,172)
Net transfers between other subaccounts or fixed rate option	(268)	(182)	77,941	379,949	115,226	85,198
Withdrawal and other charges	(82)	(275)	(951,671)	(956,902)	(481,587)	(437,423)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	(160)	(570)	71,628	659,678	317,084	410,226


TOTAL INCREASE (DECREASE) IN NET ASSETS	148	(344)	2,138,837	5,120,332	894,502	887,734

NET ASSETS
Beginning of period	566	910	13,174,407	8,054,075	1,895,591	1,007,857

End of period	$ 714	$ 566	$15,313,244	$13,174,407	$2,790,093	$1,895,591


Beginning units	314	558	1,371,341	1,282,315	186,370	130,599

Units issued	27,697	7,919	294,752	367,984	95,638	174,220
Units redeemed	(27,636)	(8,163)	(286,585)	(278,958)	(68,631)	(118,449)

Ending units	375	314	1,379,508	1,371,341	213,377	186,370

The accompanying notes are an integral part of these financial statements.

A41


SUBACCOUNTS (Continued)
AST JPMorgan Strategic Opportunities Portfolio		AST Value Portfolio		AST Neuberger Berman Small-Cap Growth Portfolio		AST Federated Aggressive Growth Portfolio
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ 4,504	$ 6,353	$ 28,295	$ 12,820	$ (626)	$ (437)	$ (624)	$ 847
0	60,760	0	0	0	0	0	0
3,728	(15,732)	(63,596)	(141,227)	1,052	(19,032)	(3,664)	(50,570)
101,047	129,674	298,175	451,570	128,740	127,665	359,440	283,117


109,279	181,055	262,874	323,163	129,166	108,196	355,152	233,394



808,857	592,629	781,179	911,142	246,474	257,872	394,154	395,585
(10,603)	(7,087)	(19,920)	(16,579)	(10,617)	(3,602)	(18,251)	(1,110)
8,667	1,003	2,657	938	864	127	422	103
(28,849)	(8,634)	(208,214)	(47,865)	(19,346)	(8,798)	(46,297)	(19,788)
168,091	99,515	21,093	(75,227)	(22,577)	28,186	52,738	48,587
(411,599)	(309,173)	(411,874)	(460,651)	(139,648)	(142,151)	(202,499)	(198,770)


534,564	368,253	164,921	311,758	55,150	131,634	180,267	224,607


643,843	549,308	427,795	634,921	184,316	239,830	535,419	458,001


1,105,555	556,247	1,947,916	1,312,995	577,723	337,893	1,001,467	543,466

$1,749,398	$1,105,555	$2,375,711	$1,947,916	$ 762,039	$ 577,723	$1,536,886	$1,001,467


92,906	57,023	199,803	159,111	59,937	42,923	97,655	70,235

86,014	71,805	87,374	118,854	28,961	37,913	44,492	58,728
(41,984)	(35,922)	(70,238)	(78,162)	(23,094)	(20,899)	(28,966)	(31,308)

136,936	92,906	216,939	199,803	65,804	59,937	113,181	97,655

The accompanying notes are an integral part of these financial statements.

A42

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	AST Small-Cap Value Portfolio		AST Goldman Sachs Mid-Cap Growth Portfolio		AST Large-Cap Value Portfolio
	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$ 9,777	$ 29,168	$ (1,938)	$ (1,228)	$101,113	$263,604
Capital gains distributions received	0	0	0	0	0	0
Realized gain (loss) on shares redeemed	(9,880)	(111,663)	7,383	(51,770)	(527,237)	(672,289)
Net change in unrealized gain (loss) on investments	662,722	598,275	356,203	619,982	2,028,664	2,412,136


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	662,619	515,780	361,648	566,984	1,602,540	2,003,451


CONTRACT OWNER TRANSACTIONS
Contract owner net payments	1,009,414	1,023,577	623,298	561,887	2,583,246	2,784,208
Policy loans	(50,324)	(13,265)	(42,719)	(8,683)	(505,129)	(289,973)
Policy loan repayments and interest	15,395	422	11,188	521	215,291	67,255
Surrenders, withdrawals and death benefits	(81,409)	(53,827)	(59,680)	(24,923)	(666,140)	(540,482)
Net transfers between other subaccounts or fixed rate option	(11,321)	9,175	33,868	163,065	(451,352)	40,163
Withdrawal and other charges	(568,335)	(570,826)	(367,839)	(328,222)	(1,102,395)	(1,177,510)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS	313,420	395,256	198,116	363,645	73,521	883,661


TOTAL INCREASE (DECREASE) IN NET ASSETS	976,039	911,036	559,764	930,629	1,676,061	2,887,112

NET ASSETS
Beginning of period	2,433,320	1,522,284	1,780,115	849,486	12,169,961	9,282,849

End of period	$3,409,359	$2,433,320	$2,339,879	$1,780,115	$13,846,022	$12,169,961


Beginning units	227,455	180,535	142,997	107,092	1,657,064	1,506,109

Units issued	104,406	132,083	65,228	79,304	443,728	525,570
Units redeemed	(78,662)	(85,163)	(51,201)	(43,399)	(431,573)	(374,615)

Ending units	253,199	227,455	157,024	142,997	1,669,219	1,657,064

The accompanying notes are an integral part of these financial statements.

A43


SUBACCOUNTS (Continued)
AST Marsico Capital Growth Portfolio		AST MFS Growth Portfolio		AST Neuberger Berman Mid-Cap Growth Portfolio		AST Small-Cap Growth Portfolio
01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009	01/01/2010 to 12/31/2010	01/01/2009 to 12/31/2009

$ 40,733	$ 39,900	$ 163	$ 232	$ (335)	$ (338)	$ (1,432)	$(13,189)
0	0	0	0	0	0	0	0
(65,216)	(282,885)	4,247	(14,907)	(6,222)	(43,120)	63,987	(214,625)
1,549,899	1,913,684	78,626	104,951	90,931	131,099	3,018,583	2,329,086


1,525,416	1,670,699	83,036	90,276	84,374	87,641	3,081,138	2,101,272



1,591,643	2,040,832	355,834	298,021	4,482	7,421	1,598,535	1,666,669
(154,533)	(128,904)	(15,226)	(2,149)	(1,934)	(2,016)	(283,352)	(202,438)
43,409	12,122	10,931	180	5	4	62,900	35,629
(533,720)	(188,142)	(38,615)	(5,337)	(6,883)	(22,650)	(575,643)	(413,530)
196,193	(65,873)	16,408	55,168	(12,463)	(42,543)	459,301	121,978
(803,698)	(846,586)	(195,091)	(170,184)	(34,495)	(48,696)	(760,784)	(711,049)


339,294	823,449	134,241	175,699	(51,288)	(108,480)	500,957	497,259


1,864,710	2,494,148	217,277	265,975	33,086	(20,839)	3,582,095	2,598,531


7,436,437	4,942,289	526,238	260,263	332,859	353,698	8,378,115	5,779,584

$9,301,147	$7,436,437	$ 743,515	$ 526,238	$ 365,945	$ 332,859	$11,960,210	$8,378,115


845,067	733,355	49,918	30,658	29,721	40,949	920,501	848,243

242,762	309,315	37,196	40,425	425	870	256,128	286,605
(206,504)	(197,603)	(24,517)	(21,165)	(4,727)	(12,098)	(211,075)	(214,347)

881,325	845,067	62,597	49,918	25,419	29,721	965,554	920,501

The accompanying notes are an integral part of these financial statements.

A44

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	AST PIMCO Limited Maturity Bond Portfolio						AST T. Rowe Price Natural Resources Portfolio						AST MFS Global Equity Portfolio
	01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$	29,553		$	31,289		$	31,967		$	83,402		$	3,474		$	10,560
Capital gains distributions received		1,819			43,611			0			1,929,692			0			0
Realized gain (loss) on shares redeemed		(12,848	)		(5,603	)		(277,993	)		(550,113	)		(12,271	)		(46,611	)
Net change in unrealized gain (loss) on investments		22,161			(11,743	)		2,070,300			1,153,645			114,657			201,687


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		40,685			57,554			1,824,274			2,616,626			105,860			165,636


CONTRACT OWNER TRANSACTIONS
Contract owner net payments		440,916			239,593			3,051,250			3,446,252			357,218			328,526
Policy loans		(15,889	)		(4,031	)		(164,249	)		(71,005	)		(8,102	)		(2,008	)
Policy loan repayments and interest		1,807			460			29,369			12,112			1,182			84
Surrenders, withdrawals and death benefits		(53,281	)		(6,982	)		(281,566	)		(212,212	)		(53,250	)		(12,441	)
Net transfers between other subaccounts or fixed rate option		(195,793	)		375,999			(281,822	)		143,642			89,644			12,084
Withdrawal and other charges		(192,598	)		(175,110	)		(1,684,056	)		(1,856,315	)		(194,859	)		(196,289	)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS		(14,838	)		429,929			668,926			1,462,474			191,833			129,956


TOTAL INCREASE (DECREASE) IN NET ASSETS		25,847			487,483			2,493,200			4,079,100			297,693			295,592

NET ASSETS
Beginning of period		1,019,304			531,821			8,390,976			4,311,876			723,639			428,047

End of period	$	1,045,151		$	1,019,304		$	10,884,176		$	8,390,976		$	1,021,332		$	723,639


Beginning units		82,229			47,245			626,765			480,540			58,572			45,517

Units issued		131,612			59,440			245,129			404,316			39,741			38,422
Units redeemed		(132,610	)		(24,456	)		(196,267	)		(258,091	)		(24,459	)		(25,367	)

Ending units		81,231			82,229			675,627			626,765			73,854			58,572

The accompanying notes are an integral part of these financial statements.

A45


SUBACCOUNTS (Continued)
AST JPMorgan International Equity Portfolio						AST T. Rowe Price Global Bond Portfolio						Neuberger Berman Adviser’s Management Trust Socially Responsive Portfolio – Service Shares						American Century VP Mid Cap Value Fund – Class 1 Shares
01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009

$	30,017		$	89,188		$	31,025		$	72,775		$	(25	)	$	293		$	9,110		$	3,625
	0			0			6,066			49,897			0			0			0			0
	(26,383	)		(94,892	)		(11,030	)		(27,729	)		1,418			80			7,399			1,582
	218,277			722,530			45,249			5,770			6,993			2,868			61,406			33,952


	221,911			716,826			71,310			100,713			8,386			3,241			77,915			39,159



	1,114,057			1,141,077			370,728			355,744			44,507			11,381			119,415			58,805
	(69,163	)		(15,948	)		(13,110	)		(10,143	)		(107	)		0			(1,081	)		(947	)
	10,990			866			1,626			802			9			0			300			1
	(116,206	)		(73,903	)		(40,285	)		(16,933	)		(6,089	)		(1,805	)		(5,912	)		(2,839	)
	(73,497	)		46,353			6,724			(71,410	)		24,443			6,273			222,916			111,005
	(584,160	)		(631,950	)		(222,556	)		(235,207	)		(11,460	)		(8,090	)		(64,007	)		(32,559	)


	282,021			466,495			103,127			22,853			51,303			7,759			271,631			133,466


	503,932			1,183,321			174,437			123,566			59,689			11,000			349,546			172,625


	2,806,482			1,623,161			1,103,010			979,444			17,228			6,228			218,349			45,724

$	3,310,414		$	2,806,482		$	1,277,447		$	1,103,010		$	76,917		$	17,228		$	567,895		$	218,349


	248,220			194,880			87,371			86,895			2,081			987			21,857			5,945

	108,275			141,573			54,440			44,140			7,807			2,624			36,274			21,810
	(83,016	)		(88,233	)		(46,024	)		(43,664	)		(2,312	)		(1,530	)		(10,411	)		(5,898	)

	273,479			248,220			95,787			87,371			7,576			2,081			47,720			21,857

The accompanying notes are an integral part of these financial statements.

A46

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 1 Shares						The Dreyfus Socially Responsible Growth Fund – Service Shares						Dreyfus MidCap Stock Portfolio – Service Shares
	01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009
OPERATIONS
Net investment income (loss)	$	980		$	764		$	233		$	85		$	205		$	14
Capital gains distributions received		0			0			0			0			0			0
Realized gain (loss) on shares redeemed		13,584			775			1,239			(483	)		3,509			118
Net change in unrealized gain (loss) on investments		3,415			18,666			3,676			7,358			9,369			3,092


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		17,979			20,205			5,148			6,960			13,083			3,224


CONTRACT OWNER TRANSACTIONS
Contract owner net payments		50,167			25,781			25,061			18,475			26,573			8,355
Policy loans		(686	)		(218	)		(212	)		0			0			0
Policy loan repayments and interest		4			0			1			0			18			0
Surrenders, withdrawals and death benefits		(840	)		(9	)		(4,366	)		0			(92	)		0
Net transfers between other subaccounts or fixed rate option		(20,621	)		20,122			(7,446	)		13,777			64,284			9,593
Withdrawal and other charges		(22,246	)		(13,029	)		(13,231	)		(10,818	)		(11,546	)		(3,890	)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS		5,778			32,647			(193	)		21,434			79,237			14,058


TOTAL INCREASE (DECREASE) IN NET ASSETS		23,757			52,852			4,955			28,394			92,320			17,282

NET ASSETS
Beginning of period		88,891			36,039			42,140			13,746			18,970			1,688

End of period	$	112,648		$	88,891		$	47,095		$	42,140		$	111,290		$	18,970


Beginning units		10,079			5,539			4,555			1,981			2,305			277

Units issued		8,592			6,653			3,270			3,965			14,944			2,608
Units redeemed		(7,969	)		(2,113	)		(3,377	)		(1,391	)		(6,585	)		(580	)

Ending units		10,702			10,079			4,448			4,555			10,664			2,305

*	Date subaccount became available for investment

A47


SUBACCOUNTS (Continued)
MFS Utilities Series – Initial Class						AST Schroders Multi-Asset World Strategies Portfolio						AST PIMCO Total Return Bond Portfolio						AST T. Rowe Price Asset Allocation Portfolio
01/01/2010 to 12/31/2010			01/01/2009 to 12/31/2009			01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009			01/01/2010 to 12/31/2010			12/04/2009* to 12/31/2009			01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009

$	16,459		$	9,502		$	676		$	(16	)	$	987,445		$	(11,379	)	$	563		$	(3	)
	0			0			0			0			1,110,407			0			0			0
	8,085			935			393			4			544,392			476			892			4
	57,022			70,024			22,033			825			1,916,246			(151,829	)		18,105			75


	81,566			80,461			23,102			813			4,558,490			(162,732	)		19,560			76



	326,593			221,678			133,696			27,244			5,790,205			370,964			201,382			4,493
	(14,554	)		(1,540	)		0			0			(1,156,073	)		(51,161	)		(3,495	)		0
	86			4			0			0			374,669			112,277			9			0
	(29,353	)		(5,188	)		(3	)		0			(7,352,745	)		(109,837	)		(5	)		0
	142,112			81,235			157,278			19,886			4,740,752			59,154,862			176,207			8,530
	(155,445	)		(114,698	)		(67,906	)		(1,536	)		(3,093,428	)		(180,025	)		(104,336	)		(1,904	)


	269,439			181,491			223,065			45,594			(696,620	)		59,297,080			269,762			11,119


	351,005			261,952			246,167			46,407			3,861,870			59,134,348			289,322			11,195


	386,793			124,841			46,407			0			59,134,348			0			11,195			0

$	737,798		$	386,793		$	292,574		$	46,407		$	62,996,218		$	59,134,348		$	300,517		$	11,195


	45,442			19,520			3,671			0			5,950,000			0			902			0

	59,529			46,301			22,298			3,794			2,279,255			6,000,064			29,294			1,056
	(28,739	)		(20,379	)		(5,218	)		(123	)		(2,329,781	)		(50,064	)		(8,434	)		(154	)

	76,232			45,442			20,751			3,671			5,899,474			5,950,000			21,762			902

A48

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	AST Aggressive Asset Allocation Portfolio						AST Balanced Asset Allocation Portfolio						AST Preservation Asset Allocation Portfolio
	01/01/2010 to 12/31/2010			11/13/2009* to 12/31/2009			01/01/2010 to 12/31/2010			11/13/2009* to 12/31/2009			01/01/2010 to 12/31/2010			11/20/2009* to 12/31/2009
OPERATIONS
Net investment income (loss)	$	109,185		$	(7,553	)	$	399,136		$	(15,204	)	$	151,354		$	(3,236	)
Capital gains distributions received		0			0			0			0			0			0
Realized gain (loss) on shares redeemed		123,215			3,100			412,223			2,502			63,952			692
Net change in unrealized gain (loss) on investments		4,813,727			474,206			6,426,545			455,696			1,117,521			44,034


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		5,046,127			469,753			7,237,904			442,994			1,332,827			41,490


CONTRACT OWNER TRANSACTIONS
Contract owner net payments		10,211,701			1,404,422			13,787,073			1,977,820			2,765,346			263,761
Policy loans		(936,822	)		(63,822	)		(1,277,079	)		(68,165	)		(319,397	)		(21,107	)
Policy loan repayments and interest		264,176			10,398			254,436			31,622			45,910			3,191
Surrenders, withdrawals and death benefits		(1,748,675	)		(146,958	)		(5,206,499	)		(314,938	)		(754,934	)		(36,458	)
Net transfers between other subaccounts or fixed rate option		(158,992	)		32,102,870			948,179			56,890,872			772,818			11,990,880
Withdrawal and other charges		(5,140,011	)		(671,648	)		(7,504,124	)		(935,681	)		(1,450,956	)		(148,668	)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS		2,491,377			32,635,262			1,001,986			57,581,530			1,058,787			12,051,599


TOTAL INCREASE (DECREASE) IN NET ASSETS		7,537,504			33,105,015			8,239,890			58,024,524			2,391,614			12,093,089

NET ASSETS
Beginning of period		33,105,015			0			58,024,524			0			12,093,089			0

End of period	$	40,642,519		$	33,105,015		$	66,264,414		$	58,024,524		$	14,484,703		$	12,093,089


Beginning units		3,238,511			0			5,728,421			0			1,206,275			0

Units issued		1,102,554			3,334,299			1,587,042			5,867,934			376,339			1,234,371
Units redeemed		(866,665	)		(95,788	)		(1,479,588	)		(139,513	)		(272,773	)		(28,096	)

Ending units		3,474,400			3,238,511			5,835,875			5,728,421			1,309,841			1,206,275

*	Date subaccount became available for investment

A49


SUBACCOUNTS (Continued)
AST First Trust Balanced Target Portfolio						AST First Trust Capital Appreciation Target Portfolio						AST Advanced Strategies Portfolio						AST CLS Growth Asset Allocation Portfolio
01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009			01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009			01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009			01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009

$	846		$	(5	)	$	550		$	(8	)	$	893		$	(10	)	$	140		$	(7	)
	0			0			0			0			0			0			0			0
	1,611			4			535			1			487			8			3,006			3
	29,705			67			22,738			146			19,406			349			22,997			319


	32,162			66			23,823			139			20,786			347			26,143			315



	86,987			3,898			156,739			3,198			153,734			27,745			134,339			7,292
	0			0			0			0			0			0			0			0
	0			0			0			0			0			0			0			0
	(578	)		0			(428	)		0			(506	)		0			(52	)		0
	309,829			13,017			115,852			18,407			159,404			7,299			131,644			13,979
	(81,177	)		(1,314	)		(68,505	)		(2,114	)		(72,063	)		(2,056	)		(72,095	)		(1,910	)


	315,061			15,601			203,658			19,491			240,569			32,988			193,836			19,361


	347,223			15,667			227,481			19,630			261,355			33,335			219,979			19,676


	15,667			0			19,630			0			33,335			0			19,676			0

$	362,890		$	15,667		$	247,111		$	19,630		$	294,690		$	33,335		$	239,655		$	19,676


	1,257			0			1,581			0			2,633			0			1,560			0

	30,567			1,362			20,528			1,753			23,458			2,796			22,762			1,713
	(6,306	)		(105	)		(5,341	)		(172	)		(5,572	)		(163	)		(7,662	)		(153	)

	25,518			1,257			16,768			1,581			20,519			2,633			16,660			1,560

A50

FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENT OF CHANGES IN NET ASSETS

For the periods ended December 31, 2010 and 2009


	SUBACCOUNTS
	AST CLS Moderate Asset Allocation Portfolio
	01/01/2010 to 12/31/2010			07/20/2009* to 12/31/2009
OPERATIONS
Net investment income (loss)	$	138		$	(5	)
Capital gains distributions received		0			0
Realized gain (loss) on shares redeemed		715			12
Net change in unrealized gain (loss) on investments		23,732			196


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		24,585			203


CONTRACT OWNER TRANSACTIONS
Contract owner net payments		106,270			10,097
Policy loans		0			0
Policy loan repayments and interest		0			0
Surrenders, withdrawals and death benefits		(948	)		0
Net transfers between other subaccounts or fixed rate option		234,724			5,887
Withdrawal and other charges		(53,658	)		(2,546	)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS		286,388			13,438


TOTAL INCREASE (DECREASE) IN NET ASSETS		310,973			13,641

NET ASSETS
Beginning of period		13,641			0

End of period	$	324,614		$	13,641


Beginning units		1,120			0

Units issued		28,711			1,330
Units redeemed		(5,965	)		(210	)

Ending units		23,866			1,120

*	Date subaccount became available for investment

A51

NOTES TO FINANCIAL STATEMENTS OF

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

December 31, 2010

Note 1:

General

Pruco Life Variable Universal Account (the “Account”) was established on April 17, 1989 under Arizona law as a separate investment account of Pruco Life Insurance Company (“Pruco Life”) which is a wholly-owned subsidiary of The Prudential Insurance Company of America (“Prudential”), a wholly-owned subsidiary of Prudential Financial, Inc. (“PFI”). Under applicable insurance law, the assets and liabilities of the Account are clearly identified and distinguished from Prudential's other assets and liabilities. The portion of the Account's assets applicable to the variable life contracts is not chargeable with liabilities arising out of any other business Prudential may conduct. Proceeds from purchases of Pruselect I, Pruselect II, Pruselect III, Survivorship Variable Universal Life (“SVUL”), PruLife Custom Premier (“VULII”), PruLife Advisor Select (“PROSEL”), MPremier VUL (“MPVUL”), PruLife Custom Premier II (“ENVUL”), and Variable Universal Life Protector (“VULP”) contracts are invested in the Account.

The Account is registered under the Investment Company Act of 1940, as amended, as a unit investment trust. The Account is a funding vehicle for individual variable life insurance contracts. There are one hundred and fourteen subaccounts within the Account of which one hundred and thirteen had activity during 2010. Each contract offers the option to invest in various subaccounts, each of which invests in either a corresponding portfolio of The Prudential Series Fund, Inc., Advanced Series Trust, (collectively the “Series Funds”) or one of the non-Prudential administered funds (collectively, the “portfolios”). Investment options vary by contract.

The name of each Portfolio and the corresponding subaccount name are as follows:

Prudential Series Fund

Money Market Portfolio

Diversified Bond Portfolio

Equity Portfolio

Flexible Managed Portfolio

Conservative Balanced Portfolio

High Yield Bond Portfolio

Stock Index Portfolio

Value Portfolio

Natural Resources Portfolio

Global Portfolio

Government Income Portfolio

Jennison Portfolio

Small Capitalization Stock Portfolio

SP Davis Value Portfolio

SP Small Cap Value Portfolio

Jennison 20/20 Focus Portfolio

SP Strategic Partners Focused Growth Portfolio

SP Mid Cap Growth Portfolio

SP Prudential U.S. Emerging Growth Portfolio

SP Growth Asset Allocation Portfolio

SP International Growth Portfolio

SP International Value Portfolio

Advanced Series Trust

AST T. Rowe Price Large-Cap Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST JPMorgan Strategic Opportunities Portfolio

AST Value Portfolio

AST Neuberger Berman Small-Cap Growth Portfolio

AST Federated Aggressive Growth Portfolio

AST Small-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Large-Cap Value Portfolio

AST Marsico Capital Growth Portfolio

AST MFS Growth Portfolio

AST Neuberger Berman Mid-Cap Growth Portfolio

AST Small-Cap Growth Portfolio

AST PIMCO Limited Maturity Bond Portfolio

AST T.Rowe Price Natural Resources Portfolio

AST MFS Global Equity Portfolio

AST JPMorgan International Equity Portfolio

AST T.Rowe Price Global Bond Portfolio

AST PIMCO Total Return Bond Portfolio

AST Aggressive Asset Allocation Portfolio

AST Balanced Asset Allocation Portfolio

AST Preservation Asset Allocation Portfolio

AST Schroders Multi-Asset World Stategies Portfolio

A52

AST T.Rowe Price Asset Allocation Portfolio

AST First Trust Balanced Target Portfolio

AST First Trust Capital Appreciation Target Portfolio

AST Advanced Strategies Portfolio

AST CLS Growth Asset Allocation Portfolio

AST CLS Moderate Asset Allocation Portfolio

Invesco Variable Insurance

Utilities Fund

Technology Fund

American Century Variable Portfolios

Value Fund

Income & Growth Fund

Mid Cap Value Fund – Class 1 Shares

Dreyfus Funds

MidCap Stock Portfolio – Initial Shares

Opportunistic Small Cap Portfolio – Initial Shares

Note 1:

General (Continued)

The Dreyfus Socially Responsible Growth Fund – Service Shares

MidCap Stock Portfolio – Service Shares

Franklin Templeton Funds

Small-Mid Cap Growth Securities Fund

Goldman Sachs Funds

Structured Small Cap Equity Fund

Janus Aspen Series

Enterprise Portfolio – Service Shares

Overseas Portfolio – Service Shares

Janus Portfolio – Service Shares

Janus Portfolio – Institutional Shares

Balanced Portfolio – Service Shares

JPMorgan Insurance Trust

Intrepid Mid Cap Portfolio – Class 1 Shares

M Financial Funds

International Equity Fund

Business Opportunity Value Fund

Capital Appreciation Fund

Large Cap Growth Fund

MFS Variable Insurance Trust

Growth Series – Initial Class

Utilities Series – Initial Class

Neuberger Berman

Adviser’s Management Trust Socially Responsive Portfolio – Service Shares

Oppenheimer Funds

Small-& Mid-Cap Growth Fund/ VA Service Shares

ProFunds VP

Asia 30

Banks

Basic Materials

Bear

Biotechnology

UltraBull

Consumer Services

Consumer Goods

Oil & Gas

Europe 30

Financials

Health Care

Industrials

Internet

Japan

Mid-Cap Growth

Mid-Cap Value

Money Market

NASDAQ-100

Pharmaceuticals

Precious Metals

Real Estate

Rising Rates Opportunity

Semiconductor

A53

Short NASDAQ-100

Short Small-Cap

Small-Cap

Small Cap-Growth

Small-Cap Value

Technology

Telecommunications

U.S. Government Plus

UltraMid-Cap

UltraNASDAQ-100

UltraSmall-Cap

Bull

Utilities

T. Rowe Price

International Stock Portfolio

The Series Funds are diversified open-ended management investment companies, and are managed by affiliates of Prudential. Each of the variable investment options of the Account bears indirectly exposure to the market, credit and liquidity risks of the portfolio in which it invests. These financials statements should be read in conjunction with the financial statements and footnotes of the underlying mutual funds. Additional information on these mutual funds is available upon request to the appropriate companies.

At December 31, 2010, there were no balances or transactions for the period then ended pertaining to Profund VP Industrials.

The following table sets forth the dates on which mergers took place in the Account along with relevant information pertaining to each merger. The transfers from the old subaccounts to the new subaccounts are reflected in the Statement of Changes in Net Assets for the year ended December 31, 2010 as net transfers between subaccounts. The transfers occurred as follows:


April 30, 2010	Removed Portfolio	Surviving Portfolio
	Prudential SP Mid Cap Growth Portfolio	Prudential SP Prudential U.S. Emerging Growth Portfolio
Shares	3,511,791	6,648,575
Value	$ 5.00	$ 7.00
Net assets before merger	$ 17,558,957	$ 28,981,071
Net assets after merger	$ 0	$ 46,540,028

	Prudential SP Davis Value Portfolio	Prudential Value Portfolio
Shares	4,411,402	3,315,230
Value	$ 9.15	$ 16.19
Net assets before merger	$ 40,364,325	$ 13,309,254
Net assets after merger	$ 0	$ 53,673,579


	Prudential SP Strategic Partners Focused Growth Portfolio	Prudential Jennison Portfolio
Shares	669,671	2,423,227
Value	$ 6.88	$ 21.65
Net assets before merger	$ 4,607,338	$ 47,855,529
Net assets after merger	$ 0	$ 52,462,867

Note 2:

Significant Accounting Policies

The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

In January 2010, the FASB issued updated guidance that requires new fair value disclosures about significant transfers between Level 1 and 2 measurement categories and separate presentation of purchases, sales, issuances, and settlements within the roll forward of Level 3 activity. Also, this updated fair value guidance clarifies the disclosure requirements about level of disaggregation and valuation techniques and inputs. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of Level 3 activity, which are effective for interim and annual reporting periods beginning after December 15, 2010. The Account adopted this guidance effective January 1, 2010. The required disclosures are provided in Note 3.

Investments—The investments in shares of the portfolios are stated at the net asset value of the respective portfolios, whose investment securities are stated at fair value.

A54

Security Transactions—Realized gains and losses on security transactions are determined based upon an average cost. Purchase and sale transactions are recorded as of the trade date of the security being purchased or sold.

Dividend and Distributions Received—Dividend and capital gain distributions received are reinvested in additional shares of the portfolios and are recorded on the ex distribution date.

Note 3:

Fair Value

The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance around fair value established a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1—Fair value is based on quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data.

Level 3—Fair value is based on unobservable inputs supported by little or no market activity and often requiring significant judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

A55

Note 3:

Fair Value (Continued)

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2010. All funds have been classified as level 1 with the exception of proprietary funds, consisting of all AST and PruSeries funds, and any non-proprietary funds not available for public investment, as listed below.


	As of December 31, 2010
	Level 1	Level 2	Level 3	Total
Proprietary Funds ( AST & PruSeries)	$ 0	$ 1,425,543,411	$ 0	$ 1,425,543,411
Goldman Sachs Structured Small Cap Equity Fund	$ 0	$ 1,501,475	$ 0	$ 1,501,475
Dreyfus MidCap Stock Portfolio – Initial Shares	$ 0	$ 343,255	$ 0	$ 343,255
The Dreyfus Socially Responsible Growth Fund – Service Shares	$ 0	$ 47,095	$ 0	$ 47,095
Dreyfus MidCap Stock Portfolio – Service Shares	$ 0	$ 111,290	$ 0	$ 111,290
Dreyfus Opportunistic Small Cap Portfolio – Initial Shares	$ 0	$ 2,813,536	$ 0	$ 2,813,536
Janus Aspen Enterprise Portfolio – Service Shares	$ 0	$ 2,343,267	$ 0	$ 2,343,267
Janus Aspen Balanced Portfolio – Service Shares	$ 0	$ 23,364,612	$ 0	$ 23,364,612
Janus Aspen Overseas Portfolio – Service Shares	$ 0	$ 9,730,221	$ 0	$ 9,730,221
Janus Aspen Janus Portfolio – Service Shares	$ 0	$ 3,001,059	$ 0	$ 3,001,059
Janus Aspen Janus Portfolio – Institutional Shares	$ 0	$ 3,765,791	$ 0	$ 3,765,791
M International Equity Fund	$ 0	$ 1,604,796	$ 0	$ 1,604,796
M Capital Appreciation Fund	$ 0	$ 1,553,518	$ 0	$ 1,553,518
M Business Opportunity Value Fund	$ 0	$ 822,700	$ 0	$ 822,700
M Large Cap Growth Fund	$ 0	$ 1,196,642	$ 0	$ 1,196,642
Oppenheimer Small- & Mid-Cap Growth Fund/VA Service Shares	$ 0	$ 70,045	$ 0	$ 70,045
ProFund VP Asia 30	$ 0	$ 3,512	$ 0	$ 3,512
ProFund VP Banks	$ 0	$ 2	$ 0	$ 2
ProFund VP Bear	$ 0	$ 3,626	$ 0	$ 3,626
ProFund VP Biotechnology	$ 0	$ 440	$ 0	$ 440
ProFund VP Basic Materials	$ 0	$ 2,506	$ 0	$ 2,506
ProFund VP UltraBull	$ 0	$ 99,616	$ 0	$ 99,616
ProFund VP Bull	$ 0	$ 48,637	$ 0	$ 48,637
ProFund VP Consumer Services	$ 0	$ 1,784	$ 0	$ 1,784
ProFund VP Consumer Goods	$ 0	$ 259	$ 0	$ 259
ProFund VP Oil & Gas	$ 0	$ 88,764	$ 0	$ 88,764
ProFund VP Europe 30	$ 0	$ 45,029	$ 0	$ 45,029
ProFund VP Financials	$ 0	$ 2,704	$ 0	$ 2,704
ProFund VP U.S. Government Plus	$ 0	$ 87,174	$ 0	$ 87,174
ProFund VP Health Care	$ 0	$ 100,107	$ 0	$ 100,107
ProFund VP Internet	$ 0	$ 1,784	$ 0	$ 1,784
ProFund VP Japan	$ 0	$ 15,103	$ 0	$ 15,103
ProFund VP Precious Metals	$ 0	$ 36,854	$ 0	$ 36,854
ProFund VP Mid-Cap Growth	$ 0	$ 3,339	$ 0	$ 3,339
ProFund VP Money Market	$ 0	$ 2,462,543	$ 0	$ 2,462,543
ProFund VP Mid-Cap Value	$ 0	$ 13,794	$ 0	$ 13,794
ProFund VP Pharmaceuticals	$ 0	$ 465	$ 0	$ 465
ProFund VP Real Estate	$ 0	$ 43,001	$ 0	$ 43,001
ProFund VP Rising Rates Opportunity	$ 0	$ 45,329	$ 0	$ 45,329
ProFund VP NASDAQ-100	$ 0	$ 88,496	$ 0	$ 88,496
ProFund VP Small-Cap	$ 0	$ 93,021	$ 0	$ 93,021
ProFund VP Semiconductor	$ 0	$ 1,723	$ 0	$ 1,723
ProFund VP Small-Cap Growth	$ 0	$ 7,699	$ 0	$ 7,699
ProFund VP Short NASDAQ-100	$ 0	$ 58,617	$ 0	$ 58,617
ProFund VP Short Small-Cap	$ 0	$ 0	$ 0	$ 0
ProFund VP Small-Cap Value	$ 0	$ 1	$ 0	$ 1
ProFund VP Technology	$ 0	$ 503	$ 0	$ 503
ProFund VP Telecommunications	$ 0	$ 2,854	$ 0	$ 2,854
ProFund VP UltraMid-Cap	$ 0	$ 55,414	$ 0	$ 55,414
ProFund VP UltraNASDAQ-100	$ 0	$ 347,235	$ 0	$ 347,235
ProFund VP UltraSmall-Cap	$ 0	$ 55,412	$ 0	$ 55,412
ProFund VP Utilities	$ 0	$ 714	$ 0	$ 714
Invesco V.I. Technology Fund	$ 0	$ 500,950	$ 0	$ 500,950
Invesco V.I. Utilities Fund	$ 0	$ 67,188	$ 0	$ 67,188

Note 3:

Fair Value (Continued)

During the twelve months ended December 31, 2010, there were no material transfers between Level 1 and Level 2.

As there are no Level 3 assets for either period, a presentation of the reconciliation of Level 3 assets is not required at this time.

A56

Note 4:

Taxes

Pruco Life is taxed as a “life insurance company” as defined by the Internal Revenue Code. The results of operations of the Account form a part of PFI’s consolidated federal tax return. No federal income taxes are payable by the Account. As such, no provision for tax liability has been recorded in these financial statements. Pruco Life management will review periodically the status of the policy in the event of changes in the tax law. A charge may be made in future years for any federal income taxes that would be attributable to the contracts.

Note 5:

Purchases and Sales of Investments

The aggregate costs of purchases and proceeds from sales, excluding distributions received and reinvested, of investments in the portfolios for the year ended December 31, 2010 were as follows:


	Purchases		Sales
Prudential Money Market Portfolio	$	53,966,917	$	(140,479,123	)
Prudential Diversified Bond Portfolio	$	19,419,387	$	(20,012,496	)
Prudential Equity Portfolio	$	8,810,829	$	(10,500,632	)
Prudential Flexible Managed Portfolio	$	1,519,967	$	(1,502,732	)
Prudential Conservative Balanced Portfolio	$	3,511,087	$	(3,749,249	)
Prudential Value Portfolio	$	44,099,713	$	(5,674,553	)
Prudential High Yield Bond Portfolio	$	3,146,446	$	(2,936,418	)
Prudential Natural Resources Portfolio	$	3,373,744	$	(2,556,608	)
Prudential Stock Index Portfolio	$	55,902,706	$	(27,519,248	)
Prudential Global Portfolio	$	2,153,007	$	(2,147,020	)
Prudential Government Income Portfolio	$	33,945,097	$	(14,340,397	)
Prudential Jennison Portfolio	$	9,833,515	$	(5,143,854	)
Prudential Small Capitalization Stock Portfolio	$	6,795,547	$	(2,787,441	)
T. Rowe Price International Stock Portfolio	$	5,269,043	$	(2,508,804	)
Janus Aspen Janus Portfolio – Institutional Shares	$	121,539	$	(519,818	)
MFS Growth Series – Initial Class	$	273,378	$	(347,330	)
American Century VP Value Fund	$	433,980	$	(453,921	)
Franklin Small-Mid Cap Growth Securities Fund	$	397,762	$	(735,495	)
American Century VP Income & Growth Fund	$	466,989	$	(421,456	)
Prudential SP Davis Value Portfolio	$	1,545,830	$	(42,231,353	)
Dreyfus MidCap Stock Portfolio – Initial Shares	$	23,747	$	(35,761	)
Dreyfus Opportunistic Small Cap Portfolio – Initial Shares	$	573,927	$	(807,651	)
Prudential SP Small Cap Value Portfolio	$	4,035,006	$	(4,115,163	)
Prudential Jennison 20/20 Focus Portfolio	$	1,046,011	$	(286,932	)
Goldman Sachs Structured Small Cap Equity Fund	$	176,621	$	(98,701	)
Invesco V.I. Utilities Fund	$	46,077	$	(1,020	)
Invesco V.I. Technology Fund	$	49,754	$	(14,827	)
Janus Aspen Enterprise Portfolio – Service Shares	$	885,948	$	(138,064	)
Janus Aspen Balanced Portfolio – Service Shares	$	759,324	$	(937,465	)
Oppenheimer Small- & Mid-Cap Growth Fund/VA Service Shares	$	239,264	$	(1,226,161	)
Janus Aspen Janus Portfolio – Service Shares	$	284,025	$	(246,750	)
Prudential SP Strategic Partners Focused Growth Portfolio	$	323,274	$	(4,978,898	)
Prudential SP Mid Cap Growth Portfolio	$	539,504	$	(18,149,641	)
Prudential SP Prudential U.S. Emerging Growth Portfolio	$	21,595,335	$	(4,014,407	)
Prudential SP Growth Asset Allocation Portfolio	$	17,125,874	$	(12,912,129	)
Janus Aspen Overseas Portfolio – Service Shares	$	2,872,440	$	(1,460,136	)

A57

Note 5:

Purchases and Sales of Investments (Continued)


	Purchases		Sales
Prudential SP International Growth Portfolio	$	2,514,227	$	(1,942,926	)
Prudential SP International Value Portfolio	$	18,720,982	$	(15,064,837	)
M Large Cap Growth Fund	$	294,706	$	(1,122,671	)
M Capital Appreciation Fund	$	197,821	$	(150,111	)
M International Equity Fund	$	314,826	$	(635,125	)
M Business Opportunity Value Fund	$	202,403	$	(77,354	)
ProFund VP Asia 30	$	4,993	$	(48,224	)
ProFund VP Banks	$	0	$	0
ProFund VP Basic Materials	$	7,867	$	(16,029	)
ProFund VP Bear	$	84,617	$	(84,029	)
ProFund VP Biotechnology	$	9,126	$	(9,289	)
ProFund VP UltraBull	$	6,655,481	$	(6,586,906	)
ProFund VP Consumer Services	$	11,983	$	(10,464	)
ProFund VP Consumer Goods	$	1,746	$	(1,655	)
ProFund VP Oil & Gas	$	54,458	$	(40,658	)
ProFund VP Europe 30	$	54,709	$	(57,803	)
ProFund VP Financials	$	1,299	$	(57,644	)
ProFund VP Health Care	$	52,520	$	(6,792	)
ProFund VP Internet	$	7,659	$	(8,667	)
ProFund VP Japan	$	21,356	$	(49,075	)
ProFund VP Mid-Cap Growth	$	5,787	$	(6,066	)
ProFund VP Mid-Cap Value	$	259	$	(1,045	)
ProFund VP Money Market	$	14,366,771	$	(14,937,226	)
ProFund VP NASDAQ-100	$	90,008	$	(108,501	)
ProFund VP Pharmaceuticals	$	216	$	(87	)
ProFund VP Precious Metals	$	24,825	$	(55,074	)
ProFund VP Real Estate	$	139,272	$	(150,810	)
ProFund VP Rising Rates Opportunity	$	39,268	$	(1,870	)
ProFund VP Semiconductor	$	9,791	$	(7,689	)
ProFund VP Short NASDAQ-100	$	130,222	$	(63,757	)
ProFund VP Short Small-Cap	$	57,744	$	(57,340	)
ProFund VP Small-Cap	$	79,825	$	(100,357	)
ProFund VP Small-Cap Growth	$	20,510	$	(21,116	)
ProFund VP Small-Cap Value	$	0	$	0
ProFund VP Technology	$	25,426	$	(52,645	)
ProFund VP Telecommunications	$	1,272	$	(2,473	)
ProFund VP U.S. Government Plus	$	262,006	$	(183,729	)
ProFund VP UltraMid-Cap	$	1,681,194	$	(1,619,265	)
ProFund VP UltraNASDAQ-100	$	4,242,269	$	(3,939,531	)
ProFund VP UltraSmall-Cap	$	2,394,878	$	(2,348,608	)
ProFund VP Bull	$	62,413	$	(117,071	)
ProFund VP Utilities	$	52,141	$	(52,303	)
AST T. Rowe Price Large-Cap Growth Portfolio	$	1,799,397	$	(1,763,041	)
AST Cohen & Steers Realty Portfolio	$	675,005	$	(360,206	)
AST JPMorgan Strategic Opportunities Portfolio	$	759,077	$	(226,115	)
AST Value Portfolio	$	538,382	$	(375,503	)
AST Neuberger Berman Small-Cap Growth Portfolio	$	181,949	$	(127,425	)
AST Federated Aggressive Growth Portfolio	$	343,242	$	(164,169	)
AST Small-Cap Value Portfolio	$	704,536	$	(393,918	)
AST Goldman Sachs Mid-Cap Growth Portfolio	$	547,534	$	(351,357	)
AST Large-Cap Value Portfolio	$	2,008,317	$	(1,962,927	)
AST Marsico Capital Growth Portfolio	$	1,537,288	$	(1,213,210	)
AST MFS Growth Portfolio	$	256,209	$	(122,574	)
AST Neuberger Berman Mid-Cap Growth Portfolio	$	3,275	$	(54,898	)
AST Small-Cap Growth Portfolio	$	1,685,316	$	(1,207,466	)
AST PIMCO Limited Maturity Bond Portfolio	$	1,474,268	$	(1,490,212	)
AST T. Rowe Price Natural Resources Portfolio	$	1,787,682	$	(1,127,580	)
AST MFS Global Equity Portfolio	$	343,206	$	(152,226	)
AST JPMorgan International Equity Portfolio	$	672,456	$	(393,320	)
AST T. Rowe Price Global Bond Portfolio	$	493,366	$	(391,428	)

A58

Note 5:

Purchases and Sales of Investments (Continued)


	Purchases		Sales
Neuberger Berman Adviser’s Management Trust Socially Responsive Portfolio – Service Shares	$	67,312	$	(16,042	)
American Century VP Mid Cap Value Fund – Class 1 Shares	$	334,898	$	(63,484	)
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 1 Shares	$	63,718	$	(58,017	)
The Dreyfus Socially Responsible Growth Fund – Service Shares	$	24,326	$	(24,563	)
Dreyfus MidCap Stock Portfolio – Service Shares	$	124,212	$	(45,030	)
MFS Utilities Series – Initial Class	$	386,701	$	(117,793	)
AST Schroders Multi-Asset World Strategies Portfolio	$	238,473	$	(15,796	)
AST PIMCO Total Return Bond Portfolio	$	20,407,900	$	(21,266,518	)
AST T. Rowe Price Asset Allocation Portfolio	$	303,666	$	(34,190	)
AST Aggressive Asset Allocation Portfolio	$	6,825,311	$	(4,396,103	)
AST Balanced Asset Allocation Portfolio	$	9,503,172	$	(8,620,945	)
AST Preservation Asset Allocation Portfolio	$	2,693,457	$	(1,665,715	)
AST First Trust Balanced Target Portfolio	$	365,892	$	(51,246	)
AST First Trust Capital Appreciation Target Portfolio	$	220,762	$	(17,344	)
AST Advanced Strategies Portfolio	$	257,470	$	(17,216	)
AST CLS Growth Asset Allocation Portfolio	$	247,597	$	(54,140	)
AST CLS Moderate Asset Allocation Portfolio	$	329,110	$	(43,036	)

Note 6:

Related Party Transactions

PFI and its affiliates perform various services on behalf of the Series Funds in which the Account invests and may receive fees for the services performed. These services include, among other things, investment management, subadvisory, shareholder communications, preparation, postage, fund transfer agency and various other record keeping, administrative and customer service functions.

The Series Funds have management agreements with Prudential Investment LLC (“PI”) and AST Investment Services, Inc, indirect, wholly-owned subsidiaries of PFI (together the “Investment Managers”). Pursuant to these agreements, the Investment Managers have responsibility for all investment advisory services and supervise the subadvisors’ performance of such services. The Investment Managers entered into subadvisory agreements with several subadvisors, including Prudential Investment Management, Inc. and Jennison Associates LLC, which are indirect, wholly-owned subsidiaries of PFI.

The Prudential Series Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), an indirect, wholly-owned subsidiary of PFI, which acts as the distributor of the Class I and Class II shares of the Series Fund. No distribution or service fees are paid to PIMS as distributor of the Class I shares of the Series Fund. The Investment Managers have agreed to reimburse certain portfolios of the Series Funds the portion of the management fee for that Portfolio equal to the amount that the aggregate annual ordinary operating expenses (excluding interest, taxes, brokerage commissions, and acquired fund expenses, as applicable) exceeds various agreed upon percentages of the portfolio’s average daily net assets.

Prudential Mutual Fund Services LLC, an affiliate of the Investment Managers and an indirect, wholly-owned subsidiary of PFI, serves as the transfer agent of the Series Funds.

Note 7:

Financial Highlights

Pruco Life sells a number of variable life products that are funded by the Account. These products have unique combinations of features and fees that are charged against the contract owner’s account balance. Differences in the fee structures result in a variety of unit values, expense ratios and total returns.

A59

Note 7:

Financial Highlights (Continued)

The following table was developed by determining which products offered by Pruco Life and funded by the Account have the lowest and highest expense ratio. Only product designs within each subaccount that had units outstanding throughout the respective periods were considered when determining the lowest and highest expense ratio. The summary may not reflect the minimum and maximum contract charges offered by Pruco Life as contract owners may not have selected all available and applicable contract options as discussed in note 1.


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	Prudential Money Market Portfolio
December 31, 2010	108,017	$1.16879	to	$11.79799	$168,218	0.04%	0.00%	to	0.90%	-0.89%	to	0.04%
December 31, 2009	155,046	$1.16919	to	$11.79333	$254,664	0.40%	0.00%	to	0.90%	-0.50%	to	0.40%
December 31, 2008	152,865	$1.16584	to	$11.74670	$250,570	2.58%	0.00%	to	0.90%	1.71%	to	2.65%
December 31, 2007	132,612	$1.13677	to	$11.44374	$213,692	4.93%	0.00%	to	0.90%	4.14%	to	5.06%
December 31, 2006	134,946	$1.08287	to	$10.89271	$209,028	4.68%	0.00%	to	0.90%	3.83%	to	4.75%

	Prudential Diversified Bond Portfolio
December 31, 2010	38,859	$1.56925	to	$15.62673	$105,025	4.19%	0.00%	to	0.90%	9.59%	to	10.57%
December 31, 2009	39,173	$1.42063	to	$14.13312	$95,396	4.73%	0.00%	to	0.90%	19.43%	to	20.51%
December 31, 2008	40,753	$1.17995	to	$11.72770	$83,712	5.15%	0.00%	to	0.90%	-4.31%	to	-3.46%
December 31, 2007	49,523	$1.22341	to	$12.14763	$108,670	5.23%	0.00%	to	0.90%	4.76%	to	5.71%
December 31, 2006	41,665	$1.15836	to	$11.49153	$86,903	4.87%	0.00%	to	0.90%	4.06%	to	4.98%

	Prudential Equity Portfolio
December 31, 2010	37,120	$1.27159	to	$14.91964	$62,294	0.79%	0.00%	to	0.90%	10.91%	to	11.90%
December 31, 2009	39,201	$1.14646	to	$13.33280	$57,330	1.60%	0.00%	to	0.90%	36.95%	to	38.17%
December 31, 2008	38,469	$0.83715	to	$9.64954	$42,743	1.44%	0.00%	to	0.90%	-38.71%	to	-38.16%
December 31, 2007	37,025	$1.36594	to	$15.60349	$68,386	1.08%	0.00%	to	0.90%	8.34%	to	9.32%
December 31, 2006	37,183	$1.26076	to	$14.27258	$64,825	1.01%	0.00%	to	0.90%	11.57%	to	12.57%

	Prudential Flexible Managed Portfolio
December 31, 2010	5,095	$1.28426	to	$13.69306	$7,037	2.36%	0.20%	to	0.90%	11.03%	to	11.81%
December 31, 2009	5,134	$1.15666	to	$12.25274	$6,290	3.62%	0.20%	to	0.90%	13.21%	to	19.70%
December 31, 2008	4,253	$0.97293	to	$2.88180	$4,417	3.13%	0.20%	to	0.90%	-25.49%	to	-24.97%
December 31, 2007	3,210	$1.30579	to	$3.85621	$4,690	2.40%	0.20%	to	0.90%	5.41%	to	6.15%
December 31, 2006	3,208	$1.23882	to	$3.64750	$4,506	2.05%	0.20%	to	0.90%	11.17%	to	11.94%

	Prudential Conservative Balanced Portfolio
December 31, 2010	5,129	$1.33292	to	$13.46019	$8,417	2.41%	0.20%	to	0.90%	10.75%	to	11.52%
December 31, 2009	4,262	$1.20355	to	$12.07580	$7,761	3.95%	0.20%	to	0.90%	12.05%	to	19.77%
December 31, 2008	4,922	$1.01188	to	$2.64903	$7,690	4.31%	0.20%	to	0.90%	-22.11%	to	-21.56%
December 31, 2007	13,125	$1.29912	to	$3.39077	$35,693	2.86%	0.20%	to	0.90%	5.17%	to	5.91%
December 31, 2006	16,371	$1.23522	to	$3.21437	$40,521	2.87%	0.20%	to	0.90%	9.45%	to	10.22%

	Prudential High Yield Bond Portfolio
December 31, 2010	13,096	$1.71027	to	$16.99325	$25,155	8.40%	0.00%	to	0.90%	13.05%	to	14.05%
December 31, 2009	12,998	$1.50083	to	$14.89993	$21,854	10.12%	0.00%	to	0.90%	45.85%	to	47.16%
December 31, 2008	6,982	$1.02083	to	$10.12490	$8,048	8.72%	0.00%	to	0.90%	-22.97%	to	-22.28%
December 31, 2007	6,530	$1.31459	to	$13.02717	$9,764	7.16%	0.00%	to	0.90%	1.69%	to	2.62%
December 31, 2006	6,078	$1.28200	to	$12.69428	$8,962	7.85%	0.00%	to	0.90%	9.30%	to	10.25%

	Prudential Stock Index Portfolio
December 31, 2010	118,972	$0.94652	to	$13.22764	$216,635	1.88%	0.00%	to	0.90%	13.55%	to	14.59%
December 31, 2009	112,803	$0.83357	to	$11.54386	$162,566	2.75%	0.00%	to	0.90%	24.94%	to	26.07%
December 31, 2008	115,268	$0.66717	to	$9.15654	$132,843	2.25%	0.00%	to	0.90%	-37.51%	to	-36.94%
December 31, 2007	110,391	$1.06764	to	$14.52015	$207,464	1.64%	0.00%	to	0.90%	4.16%	to	5.10%
December 31, 2006	107,743	$1.02498	to	$13.81575	$200,140	1.59%	0.00%	to	0.90%	14.52%	to	15.54%

	Prudential Value Portfolio
December 31, 2010	10,813	$1.66848	to	$10.45158	$55,064	1.14%	0.00%	to	0.90%	6.02%	to	13.63%
December 31, 2009	5,906	$1.47859	to	$5.08421	$12,632	1.98%	0.20%	to	0.90%	40.66%	to	41.65%
December 31, 2008	7,685	$1.05115	to	$3.60373	$11,188	1.84%	0.20%	to	0.90%	-42.81%	to	-42.41%
December 31, 2007	7,411	$1.83802	to	$6.28234	$19,178	1.41%	0.20%	to	0.90%	2.26%	to	2.98%
December 31, 2006	7,174	$1.79732	to	$6.12496	$18,547	1.51%	0.20%	to	0.90%	18.87%	to	19.70%

A60

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	Prudential Natural Resources Portfolio
December 31, 2010	751	$9.95074	to	$17.04921	$9,080	0.40%	0.00%	to	0.60%	27.22%	to	27.98%
December 31, 2009	608	$7.78270	to	$13.40114	$6,367	0.67%	0.00%	to	0.60%	76.05%	to	77.11%
December 31, 2008	456	$4.39882	to	$7.61216	$3,063	0.75%	0.00%	to	0.60%	-55.21%	to	-53.28%
December 31, 2007	371	$16.29431	to	$16.29431	$6,052	0.58%	0.60%	to	0.60%	47.41%	to	47.41%
December 31, 2006	376	$11.05400	to	$11.05400	$4,155	1.92%	0.60%	to	0.60%	21.47%	to	21.47%

	Prudential Global Portfolio
December 31, 2010	14,696	$0.89473	to	$14.82290	$19,226	1.59%	0.00%	to	0.90%	11.74%	to	12.74%
December 31, 2009	14,708	$0.80076	to	$13.14756	$17,090	2.88%	0.00%	to	0.90%	30.22%	to	31.39%
December 31, 2008	15,081	$0.61494	to	$10.00641	$13,231	1.80%	0.00%	to	0.90%	-43.43%	to	-42.92%
December 31, 2007	14,239	$1.08699	to	$17.53064	$21,965	1.15%	0.00%	to	0.90%	9.48%	to	10.48%
December 31, 2006	13,093	$0.99282	to	$15.86794	$18,280	0.69%	0.00%	to	0.90%	18.59%	to	19.65%

	Prudential Government Income Portfolio
December 31, 2010	36,770	$3.53015	to	$3.53015	$129,805	2.84%	0.60%	to	0.60%	6.35%	to	6.35%
December 31, 2009	30,730	$3.31942	to	$3.31942	$102,004	3.10%	0.60%	to	0.60%	7.07%	to	7.07%
December 31, 2008	30,925	$3.10024	to	$3.10024	$95,874	4.18%	0.60%	to	0.60%	3.68%	to	3.68%
December 31, 2007	24,252	$2.99010	to	$2.99010	$72,515	4.45%	0.60%	to	0.60%	5.06%	to	5.06%
December 31, 2006	24,963	$2.84605	to	$2.84605	$71,046	4.89%	0.60%	to	0.60%	3.12%	to	3.12%

	Prudential Jennison Portfolio
December 31, 2010	49,432	$0.77289	to	$14.85977	$56,722	0.44%	0.00%	to	0.90%	10.95%	to	11.95%
December 31, 2009	45,195	$0.69663	to	$13.27361	$46,132	0.66%	0.00%	to	0.90%	41.76%	to	43.03%
December 31, 2008	48,152	$0.49141	to	$9.28019	$33,953	0.52%	0.00%	to	0.90%	-37.84%	to	-37.28%
December 31, 2007	47,025	$0.79060	to	$14.79607	$52,956	0.30%	0.00%	to	0.90%	11.00%	to	12.00%
December 31, 2006	49,111	$0.71228	to	$13.21079	$48,749	0.31%	0.00%	to	0.90%	0.89%	to	1.79%

	Prudential Small Capitalization Stock Portfolio
December 31, 2010	7,709	$4.16370	to	$11.28986	$32,517	0.86%	0.00%	to	0.60%	25.18%	to	25.93%
December 31, 2009	6,666	$3.32627	to	$8.96530	$22,306	1.83%	0.00%	to	0.60%	24.44%	to	25.18%
December 31, 2008	6,772	$2.67299	to	$7.16174	$18,131	1.15%	0.00%	to	0.60%	-31.45%	to	-29.58%
December 31, 2007	6,884	$3.89928	to	$3.89928	$26,844	0.58%	0.60%	to	0.60%	-1.13%	to	-1.13%
December 31, 2006	7,275	$3.94365	to	$3.94365	$28,692	0.60%	0.60%	to	0.60%	13.99%	to	13.99%

	T. Rowe Price International Stock Portfolio
December 31, 2010	7,211	$1.04924	to	$1.32482	$9,040	0.98%	0.20%	to	0.90%	13.44%	to	14.23%
December 31, 2009	4,935	$0.92493	to	$1.16432	$5,227	2.57%	0.20%	to	0.90%	51.03%	to	52.08%
December 31, 2008	5,410	$0.61243	to	$0.76868	$3,813	1.91%	0.20%	to	0.90%	-49.16%	to	-48.80%
December 31, 2007	5,913	$1.20458	to	$1.50742	$8,200	1.27%	0.20%	to	0.90%	12.02%	to	12.81%
December 31, 2006	6,606	$1.07531	to	$1.34163	$8,126	1.14%	0.20%	to	0.90%	18.01%	to	18.87%

	Janus Aspen Janus Portfolio - Institutional Shares
December 31, 2010	4,473	$0.73375	to	$0.98636	$3,766	1.07%	0.20%	to	0.90%	13.49%	to	14.30%
December 31, 2009	5,000	$0.64654	to	$0.86645	$3,686	0.52%	0.20%	to	0.90%	35.14%	to	36.12%
December 31, 2008	7,671	$0.47843	to	$0.63919	$4,219	0.75%	0.20%	to	0.90%	-40.24%	to	-39.84%
December 31, 2007	7,733	$0.80064	to	$1.06662	$7,078	0.73%	0.20%	to	0.90%	14.06%	to	14.87%
December 31, 2006	5,987	$0.70196	to	$0.93243	$4,793	0.47%	0.20%	to	0.90%	10.38%	to	11.17%

	MFS Growth Series - Initial Class
December 31, 2010	2,890	$0.69580	to	$1.13884	$2,455	0.12%	0.20%	to	0.90%	14.30%	to	15.11%
December 31, 2009	3,015	$0.60874	to	$0.99337	$2,198	0.32%	0.20%	to	0.90%	36.47%	to	37.40%
December 31, 2008	3,262	$0.44607	to	$0.72584	$1,722	0.22%	0.20%	to	0.90%	-37.97%	to	-37.55%
December 31, 2007	2,964	$0.71912	to	$1.16675	$2,440	0.00%	0.20%	to	0.90%	20.08%	to	20.92%
December 31, 2006	3,002	$0.59884	to	$0.96872	$2,046	0.00%	0.20%	to	0.90%	6.94%	to	7.68%

	American Century VP Value Fund
December 31, 2010	5,257	$1.67009	to	$1.91839	$9,163	2.24%	0.20%	to	0.90%	12.41%	to	13.19%
December 31, 2009	5,241	$1.48130	to	$1.69480	$8,094	5.52%	0.20%	to	0.90%	18.79%	to	19.63%
December 31, 2008	6,144	$1.24327	to	$1.41671	$8,066	2.44%	0.20%	to	0.90%	-27.43%	to	-26.92%
December 31, 2007	6,191	$1.70819	to	$1.93919	$11,146	1.51%	0.20%	to	0.90%	-5.99%	to	-5.33%
December 31, 2006	5,924	$1.81151	to	$2.06277	$11,300	1.40%	0.20%	to	0.90%	17.60%	to	18.42%

A61

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	Franklin Small-Mid Cap Growth Securities Fund
December 31, 2010	4,220	$0.96110	to	$1.00543	$4,170	0.00%	0.20%	to	0.90%	26.48%	to	27.37%
December 31, 2009	4,608	$0.75991	to	$0.78940	$3,582	0.00%	0.20%	to	0.90%	42.30%	to	43.27%
December 31, 2008	4,817	$0.53401	to	$0.55099	$2,621	0.00%	0.20%	to	0.90%	-43.00%	to	-42.61%
December 31, 2007	5,022	$0.93693	to	$0.96014	$4,776	0.00%	0.20%	to	0.90%	10.25%	to	11.02%
December 31, 2006	5,953	$0.84981	to	$0.86481	$5,118	0.00%	0.20%	to	0.90%	7.72%	to	8.46%

	American Century VP Income & Growth Fund
December 31, 2010	921	$1.09612	to	$1.09612	$1,009	1.56%	0.20%	to	0.20%	13.90%	to	13.90%
December 31, 2009	878	$0.96235	to	$0.96235	$ 845	4.94%	0.20%	to	0.20%	17.87%	to	17.87%
December 31, 2008	927	$0.81648	to	$0.81648	$ 757	2.33%	0.20%	to	0.20%	-34.71%	to	-34.71%
December 31, 2007	1,442	$1.25061	to	$1.25061	$1,803	2.11%	0.20%	to	0.20%	-0.28%	to	-0.28%
December 31, 2006	1,366	$1.25409	to	$1.25409	$1,713	1.76%	0.20%	to	0.20%	16.86%	to	16.86%

	Prudential SP Davis Value Portfolio (Expired on April 30, 2010)
December 31, 2010	0	$1.21106	to	$12.74908	$ 0	0.00%	0.00%	to	0.90%	5.11%	to	5.42%
December 31, 2009	32,191	$1.15218	to	$12.09417	$38,582	1.61%	0.00%	to	0.90%	30.09%	to	31.27%
December 31, 2008	31,771	$0.88155	to	$9.21351	$29,387	1.47%	0.00%	to	0.90%	-40.42%	to	-39.88%
December 31, 2007	29,581	$1.46785	to	$15.32495	$45,674	0.80%	0.00%	to	0.90%	3.65%	to	4.58%
December 31, 2006	30,460	$1.40487	to	$14.65332	$44,755	0.75%	0.00%	to	0.90%	14.00%	to	15.02%

	Dreyfus MidCap Stock Portfolio - Initial Shares
December 31, 2010	229	$1.50022	to	$1.50022	$ 343	1.00%	0.20%	to	0.20%	26.83%	to	26.83%
December 31, 2009	238	$1.18286	to	$1.18286	$ 282	1.49%	0.20%	to	0.20%	35.23%	to	35.23%
December 31, 2008	288	$0.87470	to	$0.87470	$ 252	0.97%	0.20%	to	0.20%	-40.54%	to	-40.54%
December 31, 2007	348	$1.47108	to	$1.47108	$ 512	0.40%	0.20%	to	0.20%	1.29%	to	1.29%
December 31, 2006	311	$1.45229	to	$1.45229	$ 452	0.88%	0.20%	to	0.20%	7.53%	to	7.53%

	Dreyfus Opportunistic Small Cap Portfolio - Initial Shares
December 31, 2010	4,690	$0.59994	to	$0.59994	$2,814	0.69%	0.20%	to	0.20%	30.87%	to	30.87%
December 31, 2009	4,972	$0.45844	to	$0.45844	$2,279	1.93%	0.20%	to	0.20%	25.79%	to	25.79%
December 31, 2008	6,325	$0.36445	to	$0.36445	$2,305	0.96%	0.20%	to	0.20%	-37.72%	to	-37.72%
December 31, 2007	7,529	$0.58521	to	$0.58521	$4,406	0.65%	0.20%	to	0.20%	-11.23%	to	-11.23%
December 31, 2006	3,852	$0.65922	to	$0.65922	$2,539	0.56%	0.20%	to	0.20%	3.57%	to	3.57%

	Prudential SP Small Cap Value Portfolio
December 31, 2010	24,926	$1.62854	to	$15.92112	$45,562	0.64%	0.00%	to	0.90%	25.15%	to	26.27%
December 31, 2009	24,945	$1.29106	to	$12.60902	$36,145	1.49%	0.00%	to	0.90%	29.63%	to	30.80%
December 31, 2008	25,605	$0.98795	to	$9.63974	$28,735	1.10%	0.00%	to	0.90%	-31.12%	to	-30.50%
December 31, 2007	24,587	$1.42297	to	$13.87037	$39,943	0.81%	0.00%	to	0.90%	-4.49%	to	-3.63%
December 31, 2006	22,004	$1.47770	to	$14.39211	$37,000	0.50%	0.00%	to	0.90%	13.58%	to	14.60%

	Goldman Sachs Structured Small Cap Equity Fund
December 31, 2010	952	$1.57742	to	$1.57742	$1,501	0.58%	0.20%	to	0.20%	29.86%	to	29.86%
December 31, 2009	906	$1.21475	to	$1.21475	$1,101	1.29%	0.20%	to	0.20%	27.42%	to	27.42%
December 31, 2008	1,013	$0.95338	to	$0.95338	$ 965	0.67%	0.20%	to	0.20%	-34.16%	to	-34.16%
December 31, 2007	1,164	$1.44802	to	$1.44802	$1,685	0.37%	0.20%	to	0.20%	-16.65%	to	-16.65%
December 31, 2006	1,126	$1.73735	to	$1.73735	$1,956	0.56%	0.20%	to	0.20%	12.05%	to	12.05%

	Invesco V.I. Utilities Fund
December 31, 2010	62	$1.08045	to	$1.08045	$ 67	4.18%	0.20%	to	0.20%	6.08%	to	6.08%
December 31, 2009	16	$1.01849	to	$1.01849	$ 17	4.79%	0.20%	to	0.20%	14.70%	to	14.70%
December 31, 2008	29	$0.88793	to	$0.88793	$ 26	2.08%	0.20%	to	0.20%	-32.49%	to	-32.49%
December 31, 2007	45	$1.31532	to	$1.31532	$ 59	2.15%	0.20%	to	0.20%	20.40%	to	20.40%
December 31, 2006	37	$1.09243	to	$1.09243	$ 41	0.56%	0.20%	to	0.20%	25.21%	to	25.21%

	Invesco V.I. Technology Fund
December 31, 2010	1,424	$0.35191	to	$0.35191	$ 501	0.00%	0.20%	to	0.20%	21.18%	to	21.18%
December 31, 2009	1,297	$0.29040	to	$0.29040	$ 377	0.00%	0.20%	to	0.20%	57.11%	to	57.11%
December 31, 2008	2,238	$0.18484	to	$0.18484	$ 414	0.00%	0.20%	to	0.20%	-44.62%	to	-44.62%
December 31, 2007	2,088	$0.33374	to	$0.33374	$ 697	0.00%	0.20%	to	0.20%	7.47%	to	7.47%
December 31, 2006	1,869	$0.31056	to	$0.31056	$ 580	0.00%	0.20%	to	0.20%	10.24%	to	10.24%

A62

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	Janus Aspen Enterprise Portfolio - Service Shares
December 31, 2010	2,822	$0.83044	to	$0.83044	$2,343	0.00%	0.20%	to	0.20%	25.27%	to	25.27%
December 31, 2009	1,917	$0.66290	to	$0.66290	$1,271	0.00%	0.20%	to	0.20%	44.15%	to	44.15%
December 31, 2008	3,569	$0.45987	to	$0.45987	$1,641	0.07%	0.20%	to	0.20%	-43.97%	to	-43.97%
December 31, 2007	3,297	$0.82079	to	$0.82079	$2,706	0.07%	0.20%	to	0.20%	21.49%	to	21.49%
December 31, 2006	1,779	$0.67559	to	$0.67559	$1,202	0.00%	0.20%	to	0.20%	13.16%	to	13.16%

	Janus Aspen Balanced Portfolio - Service Shares
December 31, 2010	14,781	$1.58067	to	$1.58067	$23,365	2.56%	0.20%	to	0.20%	7.90%	to	7.90%
December 31, 2009	14,890	$1.46490	to	$1.46490	$21,812	2.75%	0.20%	to	0.20%	25.33%	to	25.33%
December 31, 2008	15,284	$1.16882	to	$1.16882	$17,864	2.38%	0.20%	to	0.20%	-16.23%	to	-16.23%
December 31, 2007	16,340	$1.39522	to	$1.39522	$22,798	2.28%	0.20%	to	0.20%	10.06%	to	10.06%
December 31, 2006	17,141	$1.26765	to	$1.26765	$21,729	1.87%	0.20%	to	0.20%	10.19%	to	10.19%

	Oppenheimer Small- & Mid-Cap Growth Fund/VA Service Shares
December 31, 2010	117	$0.60070	to	$0.60070	$ 70	0.00%	0.20%	to	0.20%	26.90%	to	26.90%
December 31, 2009	1,806	$0.47337	to	$0.47337	$ 855	0.00%	0.20%	to	0.20%	32.02%	to	32.02%
December 31, 2008	3,704	$0.35855	to	$0.35855	$1,328	0.00%	0.20%	to	0.20%	-49.32%	to	-49.32%
December 31, 2007	2,976	$0.70743	to	$0.70743	$2,106	0.00%	0.20%	to	0.20%	5.83%	to	5.83%
December 31, 2006	4,252	$0.66843	to	$0.66843	$2,842	0.00%	0.20%	to	0.20%	2.49%	to	2.49%

	Janus Aspen Janus Portfolio - Service Shares
December 31, 2010	2,774	$1.08200	to	$1.08200	$3,001	0.37%	0.25%	to	0.25%	13.96%	to	13.96%
December 31, 2009	2,730	$0.94948	to	$0.94948	$2,592	0.39%	0.25%	to	0.25%	35.67%	to	35.67%
December 31, 2008	2,638	$0.69982	to	$0.69982	$1,846	0.60%	0.25%	to	0.25%	-40.02%	to	-40.02%
December 31, 2007	2,420	$1.16670	to	$1.16670	$2,824	0.60%	0.25%	to	0.25%	14.52%	to	14.52%
December 31, 2006	2,142	$1.01876	to	$1.01876	$2,183	0.28%	0.25%	to	0.25%	10.86%	to	10.86%

	Prudential SP Strategic Partners Focused Growth Portfolio (Expired on April 30, 2010)
December 31, 2010	0	$1.04476	to	$13.38622	$ 0	0.00%	0.00%	to	0.90%	-0.45%	to	-0.15%
December 31, 2009	4,048	$1.04943	to	$13.40567	$4,657	0.00%	0.00%	to	0.90%	42.87%	to	44.14%
December 31, 2008	3,943	$0.73453	to	$0.91719	$3,142	0.00%	0.10%	to	0.90%	-38.97%	to	-38.48%
December 31, 2007	2,968	$1.20358	to	$15.10168	$3,866	0.00%	0.00%	to	0.90%	14.21%	to	15.24%
December 31, 2006	3,007	$1.05384	to	$13.10433	$3,389	0.00%	0.00%	to	0.90%	-1.55%	to	-0.66%

	Prudential SP Mid Cap Growth Portfolio (Expired on April 30, 2010)
December 31, 2010	0	$0.77462	to	$12.39485	$ 0	0.00%	0.00%	to	0.90%	10.54%	to	10.86%
December 31, 2009	20,978	$0.69923	to	$11.18013	$15,895	0.00%	0.00%	to	0.90%	30.35%	to	31.49%
December 31, 2008	19,941	$0.53307	to	$8.50283	$11,435	0.00%	0.00%	to	0.90%	-43.08%	to	-42.56%
December 31, 2007	18,776	$0.93041	to	$14.80357	$18,748	0.23%	0.00%	to	0.90%	15.16%	to	16.21%
December 31, 2006	17,780	$0.80266	to	$12.73876	$15,138	0.00%	0.00%	to	0.90%	-2.81%	to	-1.94%

	Prudential SP Prudential U.S. Emerging Growth Portfolio
December 31, 2010	29,307	$1.64508	to	$20.34034	$51,321	0.40%	0.00%	to	0.90%	10.82%	to	20.43%
December 31, 2009	18,089	$1.37832	to	$16.88951	$26,435	0.74%	0.00%	to	0.90%	40.63%	to	41.89%
December 31, 2008	17,657	$0.98012	to	$11.90349	$18,131	0.30%	0.00%	to	0.90%	-36.80%	to	-36.23%
December 31, 2007	16,817	$1.55088	to	$18.66589	$27,087	0.34%	0.00%	to	0.90%	15.76%	to	16.82%
December 31, 2006	15,876	$1.33323	to	$15.97896	$21,901	0.00%	0.00%	to	0.90%	8.61%	to	9.59%

	Prudential SP Growth Asset Allocation Portfolio
December 31, 2010	78,725	$1.31357	to	$14.58092	$111,508	1.94%	0.00%	to	0.90%	12.88%	to	13.90%
December 31, 2009	75,888	$1.16365	to	$12.83363	$93,815	2.18%	0.00%	to	0.90%	15.74%	to	26.22%
December 31, 2008	69,183	$0.93022	to	$9.95378	$67,888	1.69%	0.00%	to	0.90%	-36.93%	to	-36.36%
December 31, 2007	58,676	$1.47484	to	$15.64015	$90,584	1.68%	0.00%	to	0.90%	8.26%	to	9.23%
December 31, 2006	47,121	$1.36237	to	$14.31851	$66,683	1.66%	0.00%	to	0.90%	11.89%	to	12.88%

	Janus Aspen Overseas Portfolio - Service Shares
December 31, 2010	3,391	$2.10977	to	$10.53801	$9,730	0.54%	0.00%	to	0.20%	24.77%	to	25.02%
December 31, 2009	3,189	$1.69089	to	$8.42931	$6,535	0.38%	0.00%	to	0.20%	78.72%	to	79.07%
December 31, 2008	3,779	$0.94610	to	$4.70718	$3,672	1.08%	0.00%	to	0.20%	-53.25%	to	-52.32%
December 31, 2007	3,372	$1.98444	to	$1.98444	$6,692	0.48%	0.20%	to	0.20%	27.76%	to	27.76%
December 31, 2006	5,167	$1.55321	to	$1.55321	$8,026	1.79%	0.20%	to	0.20%	46.33%	to	46.33%

A63

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	Prudential SP International Growth Portfolio
December 31, 2010	10,847	$1.36526	to	$15.93013	$16,833	1.53%	0.00%	to	0.90%	12.99%	to	14.01%
December 31, 2009	10,409	$1.20832	to	$13.97300	$14,168	2.19%	0.00%	to	0.90%	35.93%	to	37.15%
December 31, 2008	9,545	$0.88890	to	$10.18821	$9,576	1.65%	0.00%	to	0.90%	-50.74%	to	-50.30%
December 31, 2007	8,455	$1.80456	to	$20.49745	$17,081	0.78%	0.00%	to	0.90%	18.48%	to	19.55%
December 31, 2006	7,142	$1.52315	to	$17.14606	$11,967	1.60%	0.00%	to	0.90%	19.98%	to	21.05%

	Prudential SP International Value Portfolio
December 31, 2010	20,984	$1.42208	to	$17.21726	$32,262	2.25%	0.00%	to	0.90%	9.82%	to	10.81%
December 31, 2009	18,228	$1.28655	to	$15.53780	$24,875	3.07%	0.00%	to	0.90%	31.18%	to	32.35%
December 31, 2008	18,736	$0.97450	to	$11.73996	$19,393	2.77%	0.00%	to	0.90%	-44.56%	to	-44.06%
December 31, 2007	17,967	$1.74645	to	$20.98673	$33,931	2.47%	0.00%	to	0.90%	17.03%	to	18.08%
December 31, 2006	13,644	$1.48271	to	$17.77266	$21,356	1.35%	0.00%	to	0.90%	27.95%	to	29.09%

	M Large Cap Growth Fund
December 31, 2010	80	$15.02620	to	$15.02620	$1,197	0.29%	0.00%	to	0.00%	23.06%	to	23.06%
December 31, 2009	141	$12.21001	to	$12.21001	$1,718	0.65%	0.00%	to	0.00%	37.40%	to	37.40%
December 31, 2008	143	$8.88618	to	$8.88618	$1,275	0.02%	0.00%	to	0.00%	-48.97%	to	-48.97%
December 31, 2007	93	$17.41443	to	$17.41443	$1,611	0.40%	0.00%	to	0.00%	22.43%	to	22.43%
December 31, 2006	85	$14.22394	to	$14.22394	$1,204	0.80%	0.00%	to	0.00%	8.52%	to	8.52%

	M Capital Appreciation Fund
December 31, 2010	84	$18.53329	to	$18.53329	$1,554	0.20%	0.00%	to	0.00%	27.00%	to	27.00%
December 31, 2009	81	$14.59268	to	$14.59268	$1,175	0.05%	0.00%	to	0.00%	48.61%	to	48.61%
December 31, 2008	92	$9.81970	to	$9.81970	$ 903	0.00%	0.00%	to	0.00%	-42.03%	to	-42.03%
December 31, 2007	76	$16.93924	to	$16.93924	$1,289	0.00%	0.00%	to	0.00%	11.92%	to	11.92%
December 31, 2006	70	$15.13547	to	$15.13547	$1,064	0.00%	0.00%	to	0.00%	16.35%	to	16.35%

	M International Equity Fund
December 31, 2010	103	$15.52304	to	$15.52304	$1,605	2.95%	0.00%	to	0.00%	4.61%	to	4.61%
December 31, 2009	125	$14.83943	to	$14.83943	$1,852	2.50%	0.00%	to	0.00%	25.28%	to	25.28%
December 31, 2008	148	$11.84498	to	$11.84498	$1,755	3.51%	0.00%	to	0.00%	-39.84%	to	-39.84%
December 31, 2007	126	$19.69030	to	$19.69030	$2,483	2.15%	0.00%	to	0.00%	8.01%	to	8.01%
December 31, 2006	122	$18.23050	to	$18.23050	$2,231	1.70%	0.00%	to	0.00%	26.78%	to	26.78%

	M Business Opportunity Value Fund
December 31, 2010	56	$14.75415	to	$14.75415	$ 823	0.69%	0.00%	to	0.00%	9.27%	to	9.27%
December 31, 2009	46	$13.50201	to	$13.50201	$ 626	0.80%	0.00%	to	0.00%	24.58%	to	24.58%
December 31, 2008	46	$10.83791	to	$10.83791	$ 503	0.05%	0.00%	to	0.00%	-34.48%	to	-34.48%
December 31, 2007	18	$16.54237	to	$16.54237	$ 295	0.64%	0.00%	to	0.00%	5.44%	to	5.44%
December 31, 2006	29	$15.68894	to	$15.68894	$ 462	0.66%	0.00%	to	0.00%	13.89%	to	13.89%

	ProFund VP Asia 30
December 31, 2010	1	$3.50228	to	$3.50228	$ 4	0.34%	0.25%	to	0.25%	13.62%	to	13.62%
December 31, 2009	15	$3.08242	to	$3.08242	$ 47	0.95%	0.25%	to	0.25%	53.82%	to	53.82%
December 31, 2008	15	$2.00394	to	$2.00394	$ 30	0.74%	0.25%	to	0.25%	-50.94%	to	-50.94%
December 31, 2007	4	$4.08506	to	$4.08506	$ 16	0.10%	0.25%	to	0.25%	47.37%	to	47.37%
December 31, 2006	0	$2.77195	to	$2.77195	$ 0	0.00%	0.25%	to	0.25%	38.94%	to	38.94%

	ProFund VP Banks****
December 31, 2010	0	$0.62360	to	$0.62360	$ 0	0.00%	0.25%	to	0.25%	8.07%	to	8.07%
December 31, 2009	0	$0.57706	to	$0.57706	$ 0	0.03%	0.25%	to	0.25%	-4.48%	to	-4.48%
December 31, 2008	0	$0.60411	to	$0.60411	$ 0	0.00%	0.25%	to	0.25%	-47.05%	to	-47.05%
December 31, 2007	0	$1.14082	to	$1.14082	$ 0	0.00%	0.25%	to	0.25%	-27.46%	to	-27.46%
December 31, 2006	0	$1.57260	to	$1.57260	$ 0	0.00%	0.25%	to	0.25%	15.12%	to	15.12%

	ProFund VP Basic Materials
December 31, 2010	1	$2.32290	to	$2.32290	$ 3	1.83%	0.25%	to	0.25%	29.38%	to	29.38%
December 31, 2009	6	$1.79541	to	$1.79541	$ 10	0.47%	0.25%	to	0.25%	61.97%	to	61.97%
December 31, 2008	5	$1.10848	to	$1.10848	$ 5	0.23%	0.25%	to	0.25%	-51.54%	to	-51.54%
December 31, 2007	15	$2.28765	to	$2.28765	$ 35	0.47%	0.25%	to	0.25%	30.39%	to	30.39%
December 31, 2006	0	$1.75453	to	$1.75453	$ 0	3.09%	0.25%	to	0.25%	15.18%	to	15.18%

A64

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	ProFund VP Bear
December 31, 2010	7	$0.50989	to	$0.50989	$ 4	0.00%	0.25%	to	0.25%	-17.99%	to	-17.99%
December 31, 2009	8	$0.62176	to	$0.62176	$ 5	0.03%	0.25%	to	0.25%	-28.04%	to	-28.04%
December 31, 2008	8	$0.86403	to	$0.86403	$ 7	2.84%	0.25%	to	0.25%	39.57%	to	39.57%
December 31, 2007	9	$0.61905	to	$0.61905	$ 6	0.28%	0.25%	to	0.25%	0.34%	to	0.34%
December 31, 2006	70	$0.61693	to	$0.61693	$ 43	0.10%	0.25%	to	0.25%	-7.72%	to	-7.72%

	ProFund VP Biotechnology****
December 31, 2010	0	$1.84134	to	$1.84134	$ 0	0.00%	0.25%	to	0.25%	4.84%	to	4.84%
December 31, 2009	0	$1.75633	to	$1.75633	$ 0	0.00%	0.25%	to	0.25%	3.46%	to	3.46%
December 31, 2008	0	$1.69755	to	$1.69755	$ 0	0.00%	0.25%	to	0.25%	1.59%	to	1.59%
December 31, 2007	0	$1.67093	to	$1.67093	$ 0	0.00%	0.25%	to	0.25%	-1.40%	to	-1.40%
December 31, 2006	30	$1.69473	to	$1.69473	$ 51	0.00%	0.25%	to	0.25%	-4.34%	to	-4.34%

	ProFund VP UltraBull
December 31, 2010	80	$1.23797	to	$1.23797	$100	0.00%	0.25%	to	0.25%	21.86%	to	21.86%
December 31, 2009	2	$1.01589	to	$1.01589	$ 2	0.05%	0.25%	to	0.25%	44.26%	to	44.26%
December 31, 2008	5	$0.70421	to	$0.70421	$ 3	1.78%	0.25%	to	0.25%	-67.48%	to	-67.48%
December 31, 2007	9	$2.16524	to	$2.16524	$ 19	0.64%	0.25%	to	0.25%	0.60%	to	0.60%
December 31, 2006	36	$2.15227	to	$2.15227	$ 78	0.32%	0.25%	to	0.25%	22.76%	to	22.76%

	ProFund VP Consumer Services
December 31, 2010	1	$1.33913	to	$1.33913	$ 2	0.00%	0.25%	to	0.25%	21.09%	to	21.09%
December 31, 2009	0	$1.10591	to	$1.10591	$ 0	0.00%	0.25%	to	0.25%	30.46%	to	30.46%
December 31, 2008	0	$0.84767	to	$0.84767	$ 0	0.00%	0.25%	to	0.25%	-31.55%	to	-31.55%
December 31, 2007	0	$1.23845	to	$1.23845	$ 0	0.00%	0.25%	to	0.25%	-8.47%	to	-8.47%
December 31, 2006	0	$1.35305	to	$1.35305	$ 0	0.00%	0.25%	to	0.25%	11.72%	to	11.72%

	ProFund VP Consumer Goods****
December 31, 2010	0	$1.55383	to	$1.55383	$ 0	0.48%	0.25%	to	0.25%	17.06%	to	17.06%
December 31, 2009	0	$1.32740	to	$1.32740	$ 0	1.12%	0.25%	to	0.25%	21.26%	to	21.26%
December 31, 2008	0	$1.09464	to	$1.09464	$ 0	1.28%	0.25%	to	0.25%	-26.89%	to	-26.89%
December 31, 2007	0	$1.49735	to	$1.49735	$ 1	0.36%	0.25%	to	0.25%	7.33%	to	7.33%
December 31, 2006	0	$1.39508	to	$1.39508	$ 1	0.00%	0.25%	to	0.25%	12.34%	to	12.34%

	ProFund VP Oil & Gas
December 31, 2010	32	$2.81416	to	$2.81416	$ 89	0.31%	0.25%	to	0.25%	17.47%	to	17.47%
December 31, 2009	28	$2.39569	to	$2.39569	$ 66	0.00%	0.25%	to	0.25%	15.21%	to	15.21%
December 31, 2008	9	$2.07935	to	$2.07935	$ 19	0.00%	0.25%	to	0.25%	-37.11%	to	-37.11%
December 31, 2007	12	$3.30620	to	$3.30620	$ 41	0.00%	0.25%	to	0.25%	32.14%	to	32.14%
December 31, 2006	6	$2.50196	to	$2.50196	$ 15	0.00%	0.25%	to	0.25%	20.32%	to	20.32%

	ProFund VP Europe 30
December 31, 2010	26	$1.70866	to	$1.70866	$ 45	1.60%	0.25%	to	0.25%	2.38%	to	2.38%
December 31, 2009	31	$1.66900	to	$1.66900	$ 52	3.46%	0.25%	to	0.25%	31.96%	to	31.96%
December 31, 2008	4	$1.26476	to	$1.26476	$ 5	1.37%	0.25%	to	0.25%	-44.14%	to	-44.14%
December 31, 2007	13	$2.26430	to	$2.26430	$ 30	1.60%	0.25%	to	0.25%	14.29%	to	14.29%
December 31, 2006	16	$1.98114	to	$1.98114	$ 31	0.06%	0.25%	to	0.25%	17.21%	to	17.21%

	ProFund VP Financials
December 31, 2010	3	$0.84316	to	$0.84316	$ 3	1.38%	0.25%	to	0.25%	10.65%	to	10.65%
December 31, 2009	72	$0.76198	to	$0.76198	$ 55	1.99%	0.25%	to	0.25%	14.74%	to	14.74%
December 31, 2008	56	$0.66411	to	$0.66411	$ 37	1.09%	0.25%	to	0.25%	-50.67%	to	-50.67%
December 31, 2007	33	$1.34622	to	$1.34622	$ 44	1.29%	0.25%	to	0.25%	-19.31%	to	-19.31%
December 31, 2006	30	$1.66848	to	$1.66848	$ 50	0.41%	0.25%	to	0.25%	17.06%	to	17.06%

	ProFund VP Health Care
December 31, 2010	78	$1.27586	to	$1.27586	$100	0.16%	0.25%	to	0.25%	2.58%	to	2.58%
December 31, 2009	43	$1.24376	to	$1.24376	$ 53	0.75%	0.25%	to	0.25%	19.26%	to	19.26%
December 31, 2008	42	$1.04293	to	$1.04293	$ 43	0.29%	0.25%	to	0.25%	-24.48%	to	-24.48%
December 31, 2007	43	$1.38105	to	$1.38105	$ 60	0.00%	0.25%	to	0.25%	6.31%	to	6.31%
December 31, 2006	24	$1.29913	to	$1.29913	$ 31	0.00%	0.25%	to	0.25%	4.99%	to	4.99%

A65

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	ProFund VP Internet
December 31, 2010	1	$2.71677	to	$2.71677	$ 2	0.00%	0.25%	to	0.25%	34.94%	to	34.94%
December 31, 2009	1	$2.01325	to	$2.01325	$ 2	0.00%	0.25%	to	0.25%	76.83%	to	76.83%
December 31, 2008	0	$1.13850	to	$1.13850	$ 0	0.00%	0.25%	to	0.25%	-44.97%	to	-44.97%
December 31, 2007	0	$2.06872	to	$2.06872	$ 1	0.12%	0.25%	to	0.25%	9.91%	to	9.91%
December 31, 2006	0	$1.88222	to	$1.88222	$ 1	0.00%	0.25%	to	0.25%	1.11%	to	1.11%

	ProFund VP Japan
December 31, 2010	12	$1.26453	to	$1.26453	$ 15	0.00%	0.25%	to	0.25%	-6.77%	to	-6.77%
December 31, 2009	35	$1.35634	to	$1.35634	$ 48	0.71%	0.25%	to	0.25%	10.05%	to	10.05%
December 31, 2008	4	$1.23244	to	$1.23244	$ 5	13.09%	0.25%	to	0.25%	-40.99%	to	-40.99%
December 31, 2007	5	$2.08851	to	$2.08851	$ 10	4.59%	0.25%	to	0.25%	-10.22%	to	-10.22%
December 31, 2006	5	$2.32618	to	$2.32618	$ 12	0.46%	0.25%	to	0.25%	10.54%	to	10.54%

	ProFund VP Mid-Cap Growth
December 31, 2010	2	$1.90962	to	$1.90962	$ 3	0.00%	0.25%	to	0.25%	28.10%	to	28.10%
December 31, 2009	2	$1.49070	to	$1.49070	$ 3	0.00%	0.25%	to	0.25%	37.97%	to	37.97%
December 31, 2008	0	$1.08049	to	$1.08049	$ 1	0.00%	0.25%	to	0.25%	-38.96%	to	-38.96%
December 31, 2007	0	$1.77011	to	$1.77011	$ 1	0.00%	0.25%	to	0.25%	11.47%	to	11.47%
December 31, 2006	2	$1.58804	to	$1.58804	$ 3	0.00%	0.25%	to	0.25%	3.72%	to	3.72%

	ProFund VP Mid-Cap Value
December 31, 2010	7	$1.91229	to	$1.91229	$ 14	0.31%	0.25%	to	0.25%	20.15%	to	20.15%
December 31, 2009	8	$1.59152	to	$1.59152	$ 12	1.18%	0.25%	to	0.25%	30.55%	to	30.55%
December 31, 2008	8	$1.21912	to	$1.21912	$ 10	0.00%	0.25%	to	0.25%	-36.46%	to	-36.46%
December 31, 2007	9	$1.91854	to	$1.91854	$ 17	0.44%	0.25%	to	0.25%	0.72%	to	0.72%
December 31, 2006	10	$1.90489	to	$1.90489	$ 19	0.01%	0.25%	to	0.25%	12.02%	to	12.02%

	ProFund VP Money Market
December 31, 2010	2,274	$1.08269	to	$1.08269	$2,463	0.02%	0.25%	to	0.25%	-0.28%	to	-0.28%
December 31, 2009	2,793	$1.08577	to	$1.08577	$3,032	0.03%	0.25%	to	0.25%	-0.26%	to	-0.26%
December 31, 2008	3,233	$1.08865	to	$1.08865	$3,520	0.81%	0.25%	to	0.25%	0.58%	to	0.58%
December 31, 2007	2,916	$1.08241	to	$1.08241	$3,156	3.69%	0.25%	to	0.25%	3.54%	to	3.54%
December 31, 2006	2,684	$1.04542	to	$1.04542	$2,806	3.57%	0.25%	to	0.25%	3.39%	to	3.39%

	ProFund VP NASDAQ-100
December 31, 2010	46	$1.92798	to	$1.92798	$ 88	0.00%	0.25%	to	0.25%	17.95%	to	17.95%
December 31, 2009	63	$1.63457	to	$1.63457	$104	0.00%	0.25%	to	0.25%	51.62%	to	51.62%
December 31, 2008	24	$1.07804	to	$1.07804	$ 26	0.00%	0.25%	to	0.25%	-42.63%	to	-42.63%
December 31, 2007	138	$1.87894	to	$1.87894	$260	0.00%	0.25%	to	0.25%	17.33%	to	17.33%
December 31, 2006	79	$1.60137	to	$1.60137	$127	0.00%	0.25%	to	0.25%	5.20%	to	5.20%

	ProFund VP Pharmaceuticals****
December 31, 2010	0	$0.95947	to	$0.95947	$ 0	3.95%	0.25%	to	0.25%	0.22%	to	0.22%
December 31, 2009	0	$0.95732	to	$0.95732	$ 0	2.99%	0.25%	to	0.25%	16.61%	to	16.61%
December 31, 2008	0	$0.82097	to	$0.82097	$ 0	1.87%	0.25%	to	0.25%	-19.71%	to	-19.71%
December 31, 2007	0	$1.02254	to	$1.02254	$ 0	0.22%	0.25%	to	0.25%	2.06%	to	2.06%
December 31, 2006	0	$1.00191	to	$1.00191	$ 0	0.00%	0.25%	to	0.25%	11.90%	to	11.90%

	ProFund VP Precious Metals
December 31, 2010	13	$2.92744	to	$2.92744	$ 37	0.00%	0.25%	to	0.25%	32.60%	to	32.60%
December 31, 2009	26	$2.20776	to	$2.20776	$ 58	0.94%	0.25%	to	0.25%	34.99%	to	34.99%
December 31, 2008	0	$1.63551	to	$1.63551	$ 0	0.18%	0.25%	to	0.25%	-30.93%	to	-30.93%
December 31, 2007	9	$2.36800	to	$2.36800	$ 21	1.25%	0.25%	to	0.25%	22.15%	to	22.15%
December 31, 2006	0	$1.93853	to	$1.93853	$ 1	5.21%	0.25%	to	0.25%	7.09%	to	7.09%

	ProFund VP Real Estate
December 31, 2010	25	$1.72150	to	$1.72150	$ 43	3.78%	0.25%	to	0.25%	24.38%	to	24.38%
December 31, 2009	33	$1.38406	to	$1.38406	$ 46	3.32%	0.25%	to	0.25%	27.58%	to	27.58%
December 31, 2008	8	$1.08482	to	$1.08482	$ 9	0.00%	0.25%	to	0.25%	-41.40%	to	-41.40%
December 31, 2007	8	$1.85127	to	$1.85127	$ 15	0.51%	0.25%	to	0.25%	-19.81%	to	-19.81%
December 31, 2006	24	$2.30871	to	$2.30871	$ 56	0.49%	0.25%	to	0.25%	32.16%	to	32.16%

A66

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	ProFund VP Rising Rates Opportunity
December 31, 2010	87	$0.51833	to	$0.51833	$ 45	0.00%	0.25%	to	0.25%	-16.24%	to	-16.24%
December 31, 2009	25	$0.61881	to	$0.61881	$ 15	0.54%	0.25%	to	0.25%	31.86%	to	31.86%
December 31, 2008	0	$0.46929	to	$0.46929	$ 0	5.32%	0.25%	to	0.25%	-38.13%	to	-38.13%
December 31, 2007	0	$0.75847	to	$0.75847	$ 0	0.00%	0.25%	to	0.25%	-5.43%	to	-5.43%
December 31, 2006	0	$0.80203	to	$0.80203	$ 0	14.41%	0.25%	to	0.25%	9.87%	to	9.87%

	ProFund VP Semiconductor
December 31, 2010	1	$1.20988	to	$1.20988	$ 2	0.00%	0.25%	to	0.25%	12.11%	to	12.11%
December 31, 2009	0	$1.07918	to	$1.07918	$ 0	0.00%	0.25%	to	0.25%	63.56%	to	63.56%
December 31, 2008	0	$0.65980	to	$0.65980	$ 0	0.00%	0.25%	to	0.25%	-49.92%	to	-49.92%
December 31, 2007	0	$1.31750	to	$1.31750	$ 0	0.00%	0.25%	to	0.25%	6.81%	to	6.81%
December 31, 2006	0	$1.23352	to	$1.23352	$ 0	0.00%	0.25%	to	0.25%	-7.32%	to	-7.32%

	ProFund VP Short NASDAQ-100
December 31, 2010	174	$0.33707	to	$0.33707	$ 59	0.00%	0.25%	to	0.25%	-21.37%	to	-21.37%
December 31, 2009	13	$0.42870	to	$0.42870	$ 6	0.00%	0.25%	to	0.25%	-40.81%	to	-40.81%
December 31, 2008	0	$0.72427	to	$0.72427	$ 0	0.00%	0.25%	to	0.25%	47.80%	to	47.80%
December 31, 2007	0	$0.49002	to	$0.49002	$ 0	0.00%	0.25%	to	0.25%	-11.77%	to	-11.77%
December 31, 2006	66	$0.55537	to	$0.55537	$ 37	0.00%	0.25%	to	0.25%	-1.63%	to	-1.63%

	ProFund VP Short Small-Cap****
December 31, 2010	0	$0.33156	to	$0.33156	$ 0	0.00%	0.25%	to	0.25%	-29.12%	to	-29.12%
December 31, 2009	0	$0.46780	to	$0.46780	$ 0	0.00%	0.25%	to	0.25%	-32.54%	to	-32.54%
December 31, 2008	0	$0.69346	to	$0.69346	$ 0	0.00%	0.25%	to	0.25%	23.78%	to	23.78%
December 31, 2007	0	$0.56025	to	$0.56025	$ 0	5.76%	0.25%	to	0.25%	4.27%	to	4.27%
December 31, 2006	0	$0.53733	to	$0.53733	$ 0	0.08%	0.25%	to	0.25%	-12.00%	to	-12.00%

	ProFund VP Small-Cap
December 31, 2010	49	$1.89121	to	$1.89121	$ 93	0.00%	0.25%	to	0.25%	24.47%	to	24.47%
December 31, 2009	66	$1.51935	to	$1.51935	$100	0.00%	0.25%	to	0.25%	25.75%	to	25.75%
December 31, 2008	22	$1.20821	to	$1.20821	$ 27	0.66%	0.25%	to	0.25%	-35.56%	to	-35.56%
December 31, 2007	0	$1.87505	to	$1.87505	$ 0	0.00%	0.25%	to	0.25%	-2.46%	to	-2.46%
December 31, 2006	65	$1.92231	to	$1.92231	$125	0.00%	0.25%	to	0.25%	14.47%	to	14.47%

	ProFund VP Small-Cap Growth
December 31, 2010	4	$1.96650	to	$1.96650	$ 8	0.00%	0.25%	to	0.25%	25.41%	to	25.41%
December 31, 2009	4	$1.56803	to	$1.56803	$ 7	0.00%	0.25%	to	0.25%	25.86%	to	25.86%
December 31, 2008	0	$1.24589	to	$1.24589	$ 0	0.00%	0.25%	to	0.25%	-34.19%	to	-34.19%
December 31, 2007	0	$1.89322	to	$1.89322	$ 0	0.00%	0.25%	to	0.25%	3.80%	to	3.80%
December 31, 2006	3	$1.82390	to	$1.82390	$ 6	0.00%	0.25%	to	0.25%	8.38%	to	8.38%

	ProFund VP Small-Cap Value****
December 31, 2010	0	$1.82076	to	$1.82076	$ 0	0.00%	0.25%	to	0.25%	21.79%	to	21.79%
December 31, 2009	0	$1.49495	to	$1.49495	$ 0	0.00%	0.25%	to	0.25%	20.10%	to	20.10%
December 31, 2008	0	$1.24474	to	$1.24474	$ 0	0.00%	0.25%	to	0.25%	-30.85%	to	-30.85%
December 31, 2007	0	$1.80016	to	$1.80016	$ 0	0.00%	0.25%	to	0.25%	-7.45%	to	-7.45%
December 31, 2006	0	$1.94513	to	$1.94513	$ 0	0.00%	0.25%	to	0.25%	17.14%	to	17.14%

	ProFund VP Technology****
December 31, 2010	0	$1.72574	to	$1.72574	$ 1	0.00%	0.25%	to	0.25%	10.46%	to	10.46%
December 31, 2009	19	$1.56236	to	$1.56236	$ 30	0.00%	0.25%	to	0.25%	61.01%	to	61.01%
December 31, 2008	15	$0.97032	to	$0.97032	$ 15	0.00%	0.25%	to	0.25%	-44.49%	to	-44.49%
December 31, 2007	5	$1.74811	to	$1.74811	$ 8	0.00%	0.25%	to	0.25%	14.13%	to	14.13%
December 31, 2006	0	$1.53173	to	$1.53173	$ 0	0.00%	0.25%	to	0.25%	7.80%	to	7.80%

	ProFund VP Telecommunications
December 31, 2010	2	$1.26535	to	$1.26535	$ 3	2.96%	0.25%	to	0.25%	15.39%	to	15.39%
December 31, 2009	3	$1.09655	to	$1.09655	$ 4	3.05%	0.25%	to	0.25%	7.05%	to	7.05%
December 31, 2008	5	$1.02437	to	$1.02437	$ 6	7.79%	0.25%	to	0.25%	-34.58%	to	-34.58%
December 31, 2007	5	$1.56590	to	$1.56590	$ 8	0.32%	0.25%	to	0.25%	8.12%	to	8.12%
December 31, 2006	5	$1.44828	to	$1.44828	$ 7	0.59%	0.25%	to	0.25%	33.95%	to	33.95%

A67

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	ProFund VP U.S. Government Plus
December 31, 2010	63	$1.38134	to	$1.38134	$ 87	0.51%	0.25%	to	0.25%	9.82%	to	9.82%
December 31, 2009	0	$1.25782	to	$1.25782	$ 0	0.00%	0.25%	to	0.25%	-32.79%	to	-32.79%
December 31, 2008	0	$1.87135	to	$1.87135	$ 0	1.77%	0.25%	to	0.25%	49.36%	to	49.36%
December 31, 2007	1	$1.25289	to	$1.25289	$ 1	3.71%	0.25%	to	0.25%	9.84%	to	9.84%
December 31, 2006	1	$1.14061	to	$1.14061	$ 1	3.49%	0.25%	to	0.25%	-4.78%	to	-4.78%

	ProFund VP UltraMid-Cap
December 31, 2010	24	$2.29986	to	$2.29986	$ 55	0.00%	0.25%	to	0.25%	49.30%	to	49.30%
December 31, 2009	0	$1.54042	to	$1.54042	$ 0	0.00%	0.25%	to	0.25%	65.38%	to	65.38%
December 31, 2008	0	$0.93147	to	$0.93147	$ 0	2.33%	0.25%	to	0.25%	-67.56%	to	-67.56%
December 31, 2007	0	$2.87113	to	$2.87113	$ 0	0.21%	0.25%	to	0.25%	5.70%	to	5.70%
December 31, 2006	0	$2.71632	to	$2.71632	$ 0	0.00%	0.25%	to	0.25%	10.37%	to	10.37%

	ProFund VP UltraNASDAQ-100
December 31, 2010	161	$2.15972	to	$2.15972	$347	0.00%	0.25%	to	0.25%	34.88%	to	34.88%
December 31, 2009	8	$1.60122	to	$1.60122	$ 13	0.00%	0.25%	to	0.25%	118.79%	to	118.79%
December 31, 2008	4	$0.73185	to	$0.73185	$ 3	0.00%	0.25%	to	0.25%	-72.81%	to	-72.81%
December 31, 2007	16	$2.69168	to	$2.69168	$ 42	0.00%	0.25%	to	0.25%	28.16%	to	28.16%
December 31, 2006	40	$2.10022	to	$2.10022	$ 83	0.00%	0.25%	to	0.25%	4.62%	to	4.62%

	ProFund VP UltraSmall-Cap
December 31, 2010	29	$1.94240	to	$1.94240	$ 55	0.00%	0.25%	to	0.25%	48.07%	to	48.07%
December 31, 2009	0	$1.31181	to	$1.31181	$ 0	0.04%	0.25%	to	0.25%	39.83%	to	39.83%
December 31, 2008	0	$0.93812	to	$0.93812	$ 0	0.00%	0.25%	to	0.25%	-66.27%	to	-66.27%
December 31, 2007	0	$2.78119	to	$2.78119	$ 0	1.55%	0.25%	to	0.25%	-13.39%	to	-13.39%
December 31, 2006	0	$3.21134	to	$3.21134	$ 0	0.02%	0.25%	to	0.25%	25.69%	to	25.69%

	ProFund VP Bull
December 31, 2010	35	$1.37925	to	$1.37925	$ 49	0.19%	0.25%	to	0.25%	12.30%	to	12.30%
December 31, 2009	86	$1.22816	to	$1.22816	$105	1.08%	0.25%	to	0.25%	24.04%	to	24.04%
December 31, 2008	27	$0.99015	to	$0.99015	$ 27	0.00%	0.25%	to	0.25%	-37.82%	to	-37.82%
December 31, 2007	169	$1.59252	to	$1.59252	$268	0.62%	0.25%	to	0.25%	3.30%	to	3.30%
December 31, 2006	86	$1.54166	to	$1.54166	$133	0.12%	0.25%	to	0.25%	13.38%	to	13.38%

	ProFund VP Utilities****
December 31, 2010	0	$1.90332	to	$1.90332	$ 1	1.72%	0.25%	to	0.25%	5.68%	to	5.68%
December 31, 2009	0	$1.80094	to	$1.80094	$ 1	4.03%	0.25%	to	0.25%	10.46%	to	10.46%
December 31, 2008	1	$1.63041	to	$1.63041	$ 1	3.29%	0.25%	to	0.25%	-30.87%	to	-30.87%
December 31, 2007	1	$2.35848	to	$2.35848	$ 1	0.32%	0.25%	to	0.25%	15.51%	to	15.51%
December 31, 2006	1	$2.04183	to	$2.04183	$ 1	0.04%	0.25%	to	0.25%	18.93%	to	18.93%

	AST Cohen & Steers Realty Portfolio
December 31, 2010	213	$13.07588	to	$13.07588	$2,790	1.63%	0.10%	to	0.10%	28.56%	to	28.56%
December 31, 2009	186	$10.17113	to	$10.17113	$1,896	2.91%	0.10%	to	0.10%	31.80%	to	31.80%
December 31, 2008	131	$7.71717	to	$7.71717	$1,008	4.86%	0.10%	to	0.10%	-35.11%	to	-35.11%
December 31, 2007	95	$11.89316	to	$11.89316	$1,126	5.26%	0.10%	to	0.10%	-20.02%	to	-20.02%
December 31, 2006	32	$14.86960	to	$14.86960	$480	0.35%	0.10%	to	0.10%	36.60%	to	36.60%

	AST JPMorgan Strategic Opportunities Portfolio
December 31, 2010	137	$12.74838	to	$12.95649	$1,749	0.43%	0.10%	to	0.25%	7.05%	to	7.21%
December 31, 2009	93	$11.89089	to	$12.10314	$1,106	0.87%	0.10%	to	0.25%	12.58%	to	21.90%
December 31, 2008	57	$9.75476	to	$9.75476	$556	0.29%	0.10%	to	0.10%	-17.70%	to	-17.70%
December 31, 2007	23	$11.85230	to	$11.85230	$273	1.07%	0.10%	to	0.10%	1.84%	to	1.84%
December 31, 2006	11	$11.63805	to	$11.63805	$130	1.17%	0.10%	to	0.10%	11.03%	to	11.03%

	AST Value Portfolio
December 31, 2010	217	$10.95106	to	$10.95106	$2,376	1.48%	0.10%	to	0.10%	12.33%	to	12.33%
December 31, 2009	200	$9.74919	to	$9.74919	$1,948	0.92%	0.10%	to	0.10%	18.14%	to	18.14%
December 31, 2008	159	$8.25207	to	$8.25207	$1,313	2.34%	0.10%	to	0.10%	-37.36%	to	-37.36%
December 31, 2007	117	$13.17406	to	$13.17406	$1,538	1.34%	0.10%	to	0.10%	1.08%	to	1.08%
December 31, 2006	53	$13.03370	to	$13.03370	$693	0.24%	0.10%	to	0.10%	21.60%	to	21.60%

A68

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	AST Neuberger Berman Small-Cap Growth Portfolio
December 31, 2010	66	$11.58046	to	$11.58046	$ 762	0.00%	0.10%	to	0.10%	20.14%	to	20.14%
December 31, 2009	60	$9.63877	to	$9.63877	$ 578	0.00%	0.10%	to	0.10%	22.44%	to	22.44%
December 31, 2008	43	$7.87214	to	$7.87214	$ 338	0.00%	0.10%	to	0.10%	-42.60%	to	-42.60%
December 31, 2007	27	$13.71336	to	$13.71336	$ 373	0.00%	0.10%	to	0.10%	18.60%	to	18.60%
December 31, 2006	14	$11.56299	to	$11.56299	$ 166	0.00%	0.10%	to	0.10%	7.65%	to	7.65%

	AST Federated Aggressive Growth Portfolio
December 31, 2010	113	$13.57902	to	$13.57902	$1,537	0.05%	0.10%	to	0.10%	32.41%	to	32.41%
December 31, 2009	98	$10.25516	to	$10.25516	$1,001	0.21%	0.10%	to	0.10%	32.53%	to	32.53%
December 31, 2008	70	$7.73785	to	$7.73785	$ 543	0.00%	0.10%	to	0.10%	-44.15%	to	-44.15%
December 31, 2007	46	$13.85377	to	$13.85377	$ 632	0.00%	0.10%	to	0.10%	11.10%	to	11.10%
December 31, 2006	16	$12.46956	to	$12.46956	$ 193	0.00%	0.10%	to	0.10%	12.80%	to	12.80%

	AST Small-Cap Value Portfolio
December 31, 2010	253	$13.46514	to	$13.46514	$3,409	0.45%	0.10%	to	0.10%	25.87%	to	25.87%
December 31, 2009	227	$10.69805	to	$10.69805	$2,433	1.69%	0.10%	to	0.10%	26.87%	to	26.87%
December 31, 2008	181	$8.43205	to	$8.43205	$1,522	1.12%	0.10%	to	0.10%	-29.79%	to	-29.79%
December 31, 2007	90	$12.00890	to	$12.00890	$1,081	1.22%	0.10%	to	0.10%	-5.70%	to	-5.70%
December 31, 2006	39	$12.73508	to	$12.73508	$ 498	0.16%	0.10%	to	0.10%	19.92%	to	19.92%

	AST Goldman Sachs Mid-Cap Growth Portfolio
December 31, 2010	157	$14.90141	to	$14.90141	$2,340	0.00%	0.10%	to	0.10%	19.70%	to	19.70%
December 31, 2009	143	$12.44858	to	$12.44858	$1,780	0.00%	0.10%	to	0.10%	56.94%	to	56.94%
December 31, 2008	107	$7.93227	to	$7.93227	$ 849	0.00%	0.10%	to	0.10%	-40.85%	to	-40.85%
December 31, 2007	72	$13.41062	to	$13.41062	$ 959	0.00%	0.10%	to	0.10%	19.23%	to	19.23%
December 31, 2006	18	$11.24783	to	$11.24783	$ 198	0.00%	0.10%	to	0.10%	6.17%	to	6.17%

	AST Marsico Capital Growth Portfolio
December 31, 2010	881	$9.29647	to	$11.53529	$9,301	0.70%	0.00%	to	0.90%	18.68%	to	19.75%
December 31, 2009	845	$7.83294	to	$9.64240	$7,436	0.87%	0.00%	to	0.90%	28.60%	to	29.76%
December 31, 2008	733	$6.09083	to	$7.43832	$4,942	0.47%	0.00%	to	0.90%	-43.71%	to	-39.37%
December 31, 2007	140	$13.21537	to	$13.21537	$1,854	0.22%	0.10%	to	0.10%	14.85%	to	14.85%
December 31, 2006	99	$11.50673	to	$11.50673	$1,139	0.01%	0.10%	to	0.10%	7.13%	to	7.13%

	AST MFS Growth Portfolio
December 31, 2010	63	$11.87773	to	$11.87773	$ 744	0.13%	0.10%	to	0.10%	12.67%	to	12.67%
December 31, 2009	50	$10.54203	to	$10.54203	$ 526	0.16%	0.10%	to	0.10%	24.18%	to	24.18%
December 31, 2008	31	$8.48930	to	$8.48930	$ 260	0.26%	0.10%	to	0.10%	-36.37%	to	-36.37%
December 31, 2007	20	$13.34068	to	$13.34068	$ 268	0.04%	0.10%	to	0.10%	14.99%	to	14.99%
December 31, 2006	7	$11.60124	to	$11.60124	$ 77	0.00%	0.10%	to	0.10%	9.55%	to	9.55%

	AST Neuberger Berman Mid-Cap Growth Portfolio
December 31, 2010	25	$14.39631	to	$14.39631	$ 366	0.00%	0.10%	to	0.10%	28.55%	to	28.55%
December 31, 2009	30	$11.19937	to	$11.19937	$ 333	0.00%	0.10%	to	0.10%	29.66%	to	29.66%
December 31, 2008	41	$8.63751	to	$8.63751	$ 354	0.00%	0.10%	to	0.10%	-43.24%	to	-43.24%
December 31, 2007	61	$15.21710	to	$15.21710	$ 927	0.00%	0.10%	to	0.10%	22.08%	to	22.08%
December 31, 2006	32	$12.46468	to	$12.46468	$ 404	0.00%	0.10%	to	0.10%	13.94%	to	13.94%

	AST PIMCO Limited Maturity Bond Portfolio
December 31, 2010	81	$12.86642	to	$12.86642	$1,045	2.77%	0.10%	to	0.10%	3.80%	to	3.80%
December 31, 2009	82	$12.39589	to	$12.39589	$1,019	4.85%	0.10%	to	0.10%	10.12%	to	10.12%
December 31, 2008	47	$11.25675	to	$11.25675	$ 532	4.20%	0.10%	to	0.10%	1.01%	to	1.01%
December 31, 2007	16	$11.14366	to	$11.14366	$ 177	6.08%	0.10%	to	0.10%	6.69%	to	6.69%
December 31, 2006	8	$10.44481	to	$10.44481	$ 82	0.58%	0.10%	to	0.10%	3.72%	to	3.72%

	AST T. Rowe Price Natural Resources Portfolio
December 31, 2010	676	$16.10975	to	$16.10975	$10,884	0.46%	0.10%	to	0.10%	20.33%	to	20.33%
December 31, 2009	627	$13.38775	to	$13.38775	$8,391	1.42%	0.10%	to	0.10%	49.20%	to	49.20%
December 31, 2008	481	$8.97298	to	$8.97298	$4,312	0.61%	0.10%	to	0.10%	-50.03%	to	-50.03%
December 31, 2007	340	$17.95833	to	$17.95833	$6,107	0.75%	0.10%	to	0.10%	40.37%	to	40.37%
December 31, 2006	176	$12.79360	to	$12.79360	$2,247	0.13%	0.10%	to	0.10%	15.75%	to	15.75%

A69

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	AST MFS Global Equity Portfolio
December 31, 2010	74	$13.82901	to	$13.82901	$1,021	0.51%	0.10%	to	0.10%	11.93%	to	11.93%
December 31, 2009	59	$12.35465	to	$12.35465	$ 724	2.05%	0.10%	to	0.10%	31.38%	to	31.38%
December 31, 2008	46	$9.40407	to	$9.40407	$ 428	1.18%	0.10%	to	0.10%	-34.05%	to	-34.05%
December 31, 2007	34	$14.26042	to	$14.26042	$ 489	3.00%	0.10%	to	0.10%	9.29%	to	9.29%
December 31, 2006	7	$13.04794	to	$13.04794	$ 94	0.17%	0.10%	to	0.10%	24.18%	to	24.18%

	AST JPMorgan International Equity Portfolio
December 31, 2010	273	$12.10483	to	$12.10483	$3,310	1.14%	0.10%	to	0.10%	7.06%	to	7.06%
December 31, 2009	248	$11.30642	to	$11.30642	$2,806	4.29%	0.10%	to	0.10%	35.75%	to	35.75%
December 31, 2008	195	$8.32902	to	$8.32902	$1,623	2.51%	0.10%	to	0.10%	-41.44%	to	-41.44%
December 31, 2007	132	$14.22255	to	$14.22255	$1,881	1.91%	0.10%	to	0.10%	9.33%	to	9.33%
December 31, 2006	60	$13.00880	to	$13.00880	$ 779	0.50%	0.10%	to	0.10%	22.67%	to	22.67%

	AST T. Rowe Price Global Bond Portfolio
December 31, 2010	96	$13.33628	to	$13.33628	$1,277	2.71%	0.10%	to	0.10%	5.64%	to	5.64%
December 31, 2009	87	$12.62447	to	$12.62447	$1,103	7.68%	0.10%	to	0.10%	12.00%	to	12.00%
December 31, 2008	87	$11.27158	to	$11.27158	$ 979	4.76%	0.10%	to	0.10%	-2.53%	to	-2.53%
December 31, 2007	54	$11.56442	to	$11.56442	$ 625	3.86%	0.10%	to	0.10%	9.54%	to	9.54%
December 31, 2006	25	$10.55767	to	$10.55767	$ 264	0.44%	0.10%	to	0.10%	6.17%	to	6.17%

	Prudential Jennison 20/20 Focus Portfolio (became available May 1, 2008)
December 31, 2010	228	$10.42032	to	$10.44817	$2,380	0.00%	0.00%	to	0.10%	7.73%	to	7.84%
December 31, 2009	147	$9.67279	to	$9.68892	$1,422	0.41%	0.00%	to	0.10%	57.67%	to	57.83%
December 31, 2008	45	$6.13465	to	$6.13876	$ 273	0.04%	0.00%	to	0.10%	-39.76%	to	-39.72%

	AST T. Rowe Price Large-Cap Growth Portfolio (became available May 1, 2008)
December 31, 2010	1,380	$10.91116	to	$11.17554	$15,313	0.00%	0.00%	to	0.90%	14.78%	to	15.81%
December 31, 2009	1,371	$9.50639	to	$9.64997	$13,174	0.00%	0.00%	to	0.90%	52.00%	to	53.37%
December 31, 2008	1,282	$6.25402	to	$6.29182	$8,054	0.13%	0.00%	to	0.90%	-38.57%	to	-38.20%

	AST Large-Cap Value Portfolio (became available May 1, 2008)
December 31, 2010	1,669	$8.14615	to	$8.34362	$13,846	1.04%	0.00%	to	0.90%	12.15%	to	13.16%
December 31, 2009	1,657	$7.26363	to	$7.37344	$12,170	2.85%	0.00%	to	0.90%	18.37%	to	19.44%
December 31, 2008	1,506	$6.13644	to	$6.17356	$9,283	1.68%	0.00%	to	0.90%	-39.72%	to	-39.36%

	AST Small-Cap Growth Portfolio (became available May 1, 2008)
December 31, 2010	966	$12.17259	to	$12.46751	$11,960	0.23%	0.00%	to	0.90%	35.20%	to	36.41%
December 31, 2009	921	$9.00344	to	$9.13940	$8,378	0.05%	0.00%	to	0.90%	32.71%	to	33.91%
December 31, 2008	848	$6.78407	to	$6.82518	$5,780	0.00%	0.00%	to	0.90%	-33.14%	to	-32.73%

	Neuberger Berman Adviser’s Management Trust Socially Responsive Portfolio - Service Shares (became available May 1, 2008)
December 31, 2010	8	$10.15289	to	$10.15289	$ 77	0.02%	0.10%	to	0.10%	22.64%	to	22.64%
December 31, 2009	2	$8.27884	to	$8.27884	$ 17	2.70%	0.10%	to	0.10%	31.18%	to	31.18%
December 31, 2008	1	$6.31123	to	$6.31123	$ 6	3.53%	0.10%	to	0.10%	-38.47%	to	-38.47%

	American Century VP Mid Cap Value Fund - Class 1 Shares (became available May 1, 2008)
December 31, 2010	48	$11.89229	to	$11.92384	$ 568	2.64%	0.00%	to	0.10%	19.13%	to	19.25%
December 31, 2009	22	$9.98222	to	$9.99877	$ 218	3.22%	0.00%	to	0.10%	29.82%	to	29.94%
December 31, 2008	6	$7.68954	to	$7.69471	$ 46	0.00%	0.00%	to	0.10%	-24.65%	to	-24.60%

	JPMorgan Insurance Trust Intrepid Mid Cap Portfolio - Class 1 Shares (became available May 1, 2008)
December 31, 2010	11	$10.52627	to	$10.55447	$ 113	1.20%	0.00%	to	0.10%	19.40%	to	19.52%
December 31, 2009	10	$8.81578	to	$8.83065	$ 89	1.42%	0.00%	to	0.10%	35.53%	to	35.66%
December 31, 2008	6	$6.50477	to	$6.50919	$ 36	0.00%	0.00%	to	0.10%	-35.75%	to	-35.71%

	The Dreyfus Socially Responsible Growth Fund - Service Shares (became available May 1, 2008)
December 31, 2010	4	$10.58715	to	$10.58715	$ 47	0.63%	0.10%	to	0.10%	14.43%	to	14.43%
December 31, 2009	5	$9.25211	to	$9.25211	$ 42	0.47%	0.10%	to	0.10%	33.31%	to	33.31%
December 31, 2008	2	$6.94043	to	$6.94043	$ 14	0.00%	0.10%	to	0.10%	-31.73%	to	-31.73%

A70

Note 7:

Financial Highlights (Continued)


	At year ended					For year ended
	Units (000s)	Unit Value Lowest — Highest			Net Assets (000s)	Investment Income Ratio*	Expense Ratio** Lowest — Highest			Total Return*** Lowest — Highest
	Dreyfus MidCap Stock Portfolio - Service Shares (became available May 1, 2008)
December 31, 2010	11	$10.43481	to	$10.46270	$ 111	0.46%	0.00%	to	0.10%	26.82%	to	26.94%
December 31, 2009	2	$8.22815	to	$8.24194	$ 19	0.27%	0.00%	to	0.10%	35.19%	to	35.33%
December 31, 2008	0	$6.08622	to	$6.08622	$ 2	0.00%	0.10%	to	0.10%	-40.03%	to	-40.03%

	MFS Utilities Series - Initial Class (became available May 1, 2008)
December 31, 2010	76	$9.67717	to	$9.70305	$ 738	3.04%	0.00%	to	0.10%	13.69%	to	13.81%
December 31, 2009	45	$8.51168	to	$8.52592	$ 387	4.01%	0.00%	to	0.10%	33.08%	to	33.22%
December 31, 2008	20	$6.39575	to	$6.40002	$ 125	0.00%	0.00%	to	0.10%	-36.47%	to	-36.42%

	AST Schroders Multi-Asset World Strategies Portfolio (became available July 20, 2009)
December 31, 2010	21	$14.09909	to	$14.09909	$ 293	0.67%	0.25%	to	0.25%	11.53%	to	11.53%
December 31, 2009	4	$12.64122	to	$12.64122	$ 46	0.00%	0.25%	to	0.25%	12.59%	to	12.59%

	AST PIMCO Total Return Bond Portfolio (became available December 4, 2009)
December 31, 2010	5,899	$10.60498	to	$10.70774	$62,996	1.84%	0.00%	to	0.90%	6.76%	to	7.72%
December 31, 2009	5,950	$9.93371	to	$9.94054	$59,134	0.00%	0.00%	to	0.90%	-0.32%	to	-0.26%

	AST T. Rowe Price Asset Allocation Portfolio (became available July 20, 2009)
December 31, 2010	22	$13.80923	to	$13.80923	$ 301	0.73%	0.25%	to	0.25%	11.26%	to	11.26%
December 31, 2009	1	$12.41205	to	$12.41205	$ 11	0.00%	0.25%	to	0.25%	12.89%	to	12.89%

	AST Aggressive Asset Allocation Portfolio (became available November 13, 2009)
December 31, 2010	3,474	$11.60267	to	$11.70781	$40,643	0.49%	0.10%	to	0.90%	13.61%	to	14.52%
December 31, 2009	3,239	$10.21245	to	$10.22336	$33,105	0.00%	0.10%	to	0.90%	1.37%	to	1.47%

	AST Balanced Asset Allocation Portfolio (became available November 16, 2009)
December 31, 2010	5,836	$11.26449	to	$11.37952	$66,264	0.85%	0.00%	to	0.90%	11.31%	to	12.31%
December 31, 2009	5,728	$10.11979	to	$10.13198	$58,025	0.00%	0.00%	to	0.90%	-0.21%	to	-0.10%

	AST Preservation Asset Allocation Portfolio (became available November 23, 2009)
December 31, 2010	1,310	$10.97772	to	$11.08789	$14,485	1.37%	0.00%	to	0.90%	9.58%	to	10.57%
December 31, 2009	1,206	$10.01755	to	$10.02788	$12,093	0.00%	0.00%	to	0.90%	-0.19%	to	-0.09%

	AST First Trust Balanced Target Portfolio (became available July 20, 2009)
December 31, 2010	26	$14.22079	to	$14.22079	$ 363	0.74%	0.25%	to	0.25%	14.08%	to	14.08%
December 31, 2009	1	$12.46593	to	$12.46593	$ 16	0.00%	0.25%	to	0.25%	13.62%	to	13.62%

	AST First Trust Capital Appreciation Target Portfolio (became available July 20, 2009)
December 31, 2010	17	$14.73691	to	$14.73691	$ 247	0.80%	0.25%	to	0.25%	18.72%	to	18.72%
December 31, 2009	2	$12.41303	to	$12.41303	$ 20	0.00%	0.25%	to	0.25%	11.25%	to	11.25%

	AST Advanced Strategies Portfolio (became available July 20, 2009)
December 31, 2010	21	$14.36148	to	$14.36148	$ 295	0.94%	0.25%	to	0.25%	13.42%	to	13.42%
December 31, 2009	3	$12.66200	to	$12.66200	$ 33	0.00%	0.25%	to	0.25%	14.75%	to	14.75%

	AST CLS Growth Asset Allocation Portfolio (became available July 20, 2009)
December 31, 2010	17	$14.38530	to	$14.38530	$ 240	0.34%	0.25%	to	0.25%	14.06%	to	14.06%
December 31, 2009	2	$12.61250	to	$12.61250	$ 20	0.00%	0.25%	to	0.25%	13.54%	to	13.54%

	AST CLS Moderate Asset Allocation Portfolio (became available July 20, 2009)
December 31, 2010	24	$13.60173	to	$13.60173	$ 325	0.35%	0.25%	to	0.25%	11.64%	to	11.64%
December 31, 2009	1	$12.18380	to	$12.18380	$ 14	0.00%	0.25%	to	0.25%	10.92%	to	10.92%

These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. This ratio is annualized and excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the subaccounts invest.

A71

Note 7:

Financial Highlights (Continued)

These ratios represent the annualized contract expenses of the separate account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded.

***

These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Product designs within a subaccount with an effective date during a period were excluded from the range of total return for that period. Contract owners may experience different total returns based on their investment options. Investment options with a date notation indicate the effective date of that investment option in the Account. Total returns for periods less than one year are not annualized. The total return is calculated for each of the five years in the period ended December 31, 2010 or from the effective date of the subaccount through the end of the reporting period.

****

Represents a fund containing less than 1,000 units and/or $1,000 in net assets.

Charges and Expenses

The expense ratio represents the annualized contract expenses of the Pruco Life Variable Universal Account for the period indicated and includes those expenses that are charged through a reduction of the unit value, which consists solely of the mortality & expense charges. These fees range from an effective annual rate of up to 0.45% to 0.90%, per Contract. Expenses of the underlying Fund portfolios and charges made directly to Contract Owner accounts through either the redemption of units or from premium payments are excluded.

Charges deducted from premium payments range from 0% to 22.5%, except that CVUL1 and CVUL2 Contracts also assess a $2 premium processing charge for each premium paid. The percentage of the premium payment deducted consists of taxes attributable to premiums, any applicable sales charge, and any premium based administrative charge.

The charges made directly to the contract owner through the redemption of units depend on the product and the options or transactions selected by the client. The following charges are made through the redemption of units.

•

We charge from $0.02 to $83.34 per $1,000 of basic insurance amount for the cost of insurance plus additional mortality for extra ratings of up to $2.08 per $1,000 of basic insurance amount.

•

We charge surrender fees that range from 0% to 100% of the Sales Load Target Premium, except for SVUL and VULP Contracts, where the fees range from $0 to $34.53 per $1,000 of Basic Insurance Amount.

•

The charge for withdrawals ranges from the lesser of $15 and 2% to the lesser of $25 and 2% of the withdrawal amount.

•

We charge monthly administrative fees that range from $3.00 to $30.00 per Contract plus $0.00 to $2.20 per $1,000 of basic insurance amount, although it may be less for subsequent increases.

•

We also charge $15 to $25 per change to the basic insurance amount.

Note 8:

Other

Contract owner net payments—represent contract owner contributions under the Variable Life Policies reduced by applicable deductions, charges, and state premium taxes.

Policy loans—represent amounts borrowed by contractholders using the policy as the security for the loan.

Policy loan repayments and interest—represent payments made by contractholders to reduce the total outstanding policy loan balance.

Surrenders, withdrawals, and death benefits—are payments to contract owners and beneficiaries made under the terms of the Variable Life Policies, and amounts that contract owners have requested to be withdrawn or paid to them.

Net transfers between other subaccounts or fixed rate options—are amounts that contract owners have directed to be moved among subaccounts, including permitted transfers to and from the Guaranteed Interest Account and Market Value Adjustment.

Withdrawals and other charges—are various contract level charges as described in contract charges and features section located above.

A72

Report of Independent Registered Public Accounting Firm

To the Contract Owners of

Pruco Life Variable Universal Account

and the Board of Directors of

Pruco Life Insurance Company

In our opinion, the accompanying statements of net assets and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of each of the subaccounts listed in Note 1 of the Pruco Life Variable Universal Account at December 31, 2010, and the results of each of their operations and the changes in each of their net assets for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of Pruco Life Insurance Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of fund shares owned at December 31, 2010 by correspondence with the transfer agents of the investee mutual funds, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

April 11, 2011

A73

PRUCO LIFE INSURANCE COMPANY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements	Page Number

Consolidated Statements of Financial Position - December 31, 2010 and 2009	B-1

Consolidated Statements of Operations and Comprehensive Income Years ended December 31, 2010, 2009 and 2008	B-2

Consolidated Statements of Stockholder’s Equity Years ended December 31, 2010, 2009 and 2008	B-3

Consolidated Statements of Cash Flows Years ended December 31, 2010, 2009 and 2008	B-4

Notes to Consolidated Financial Statements	B-5

Management’s Annual Report on Internal Control Over Financial Reporting	B-53

Report of Independent Registered Public Accounting Firm	B-54

Pruco Life Insurance Company

Consolidated Statements of Financial Position

As of December 31, 2010 and 2009 (in thousands, except share amounts)

	2010	2009
ASSETS
Fixed maturities available for sale,
at fair value (amortized cost, 2010 - $5,701,829; 2009 - $5,669,377)	$ 6,042,303	$ 5,854,073
Equity securities available for sale, at fair value (cost, 2010 - $17,964; 2009 - $27,332)	19,407	27,642
Trading account assets at fair value	22,705	26,937
Policy loans	1,061,607	1,012,014
Short-term investments	246,904	172,913
Commercial mortgage loans	1,275,022	1,048,346
Other long-term investments	131,994	73,671
Total investments	8,799,942	8,215,596
Cash and cash equivalents	364,999	143,111
Deferred policy acquisition costs	3,377,557	2,483,494
Accrued investment income	92,806	90,120
Reinsurance recoverable	2,727,161	2,396,095
Receivables from parent and affiliates	249,339	263,268
Deferred sales inducements	537,943	296,341
Other assets	53,375	31,730
Separate account assets	43,269,091	25,163,277
TOTAL ASSETS	$ 59,472,213	$ 39,083,032

LIABILITIES AND EQUITY
LIABILITIES
Policyholders’ account balances	$ 7,509,169	$ 6,794,721
Future policy benefits and other policyholder liabilities	3,327,549	3,145,520
Cash collateral for loaned securities	76,574	196,166
Securities sold under agreement to repurchase	2,957	11,540
Income taxes payable	548,280	514,762
Short-term debt to affiliates	-	-
Long-term debt to affiliates Payables to parent and affiliates	895,000 41,910	- 34,156
Other liabilities	475,489	315,308
Separate account liabilities	43,269,091	25,163,277
TOTAL LIABILITIES	56,146,019	$ 36,175,450

COMMITMENTS AND CONTINGENT LIABILITIES (See Note 12)

EQUITY
Common stock, ($10 par value; 1,000,000 shares, authorized; 250,000 shares, issued and outstanding)	2,500	2,500
Additional paid-in capital	792,226	828,858
Retained earnings	2,370,525	2,000,457
Accumulated other comprehensive income	160,943	75,767
TOTAL EQUITY	3,326,194	2,907,582
TOTAL LIABILITIES AND EQUITY	$ 59,472,213	$ 39,083,032

See Notes to Consolidated Financial Statements

B-1

Pruco Life Insurance Company

Consolidated Statements of Operations and Comprehensive Income

Years Ended December 31, 2010, 2009 and 2008 (in thousands)

	2010	2009	2008

REVENUES

Premiums	$ 66,392	$ 71,593	$ 76,794
Policy charges and fee income	589,051	653,134	686,149
Net investment income	438,244	406,040	363,751
Asset administration fees	81,358	34,004	24,903
Other income	51,319	45,841	28,783
Realized investment gains/(losses), net;
Other-than-temporary impairments on fixed maturity securities	(120,637)	(97,552)	(57,790)
Other-than-temporary impairments on fixed maturity securities transferred to Other Comprehensive Income	108,826	65,656	-
Other realized investment gains (losses), net	122,445	(437,288)	263,996
Total realized investment gains (losses), net	110,634	(469,184)	206,206
Total revenues	1,336,998	741,428	1,386,586

BENEFITS AND EXPENSES

Policyholders’ benefits	(891)	160,333	339,148
Interest credited to policyholders’ account balances	250,517	271,379	213,371
Amortization of deferred policy acquisition costs	93,125	294,286	308,617
General, administrative and other expenses	352,366	217,181	211,121

Total benefits and expenses	695,117	943,179	1,072,257

Income (Loss) from operations before income taxes	641,881	(201,751)	314,329

Income Taxes:
Current	157,318	93,658	(126,180)
Deferred	14,495	(229,618)	191,184
Income tax expense (benefit)	171,813	(135,960)	65,004
NET INCOME/(LOSS)	470,068	(65,791)	249,325

Change in net unrealized investment gains/(losses) and changes in foreign currency translation, net of taxes (1)	85,176	232,438	(155,000)

COMPREHENSIVE INCOME	$ 555,244	$ 166,647	$ 94,325

(1)	Amounts are net of tax expense of $46 million, $111 million and $83 million for the years ended December 31, 2010, 2009 and 2008, respectively.

See Notes to Consolidated Financial Statements

B-2

Pruco Life Insurance Company

Consolidated Statements of Stockholder’s Equity

Years Ended December 31, 2010, 2009 and 2008 (in thousands)


	Common Stock	Additional Paid-in- Capital	Retained Earnings	Total Accumulated Other Comprehensive Income (Loss)	Total Equity
Balance, December 31, 2007	$ 2,500	$ 455,664	$ 1,797,387	$ 17,865	$ 2,273,416

Net Income			249,325		249,325

Contributed Capital	-	360,000	-	-	360,000

Cumulative effect of changes in accounting principles, net of taxes	-	-	-	(477)	(477)

Change in net unrealized investment (losses), net of taxes	-	-	-	(154,523)	(154,523)
Balance, December 31, 2008	$ 2,500	$ 815,664	$ 2,046,712	($ 137,135)	$ 2,727,741

Net income			(65,791)		(65,791)

Contributed Capital	-	13,194	-	-	13,194

Change in foreign currency translation adjustments, net of taxes	-	-	-	227	227

Impact of adoption of new guidance for other-than-temporary impairments of debt securities, net of taxes			19,536	(19,536)	-

Change in net unrealized investment (losses), net of taxes	-	-	-	232,211	232,211
Balance, December 31, 2009	$ 2,500	$ 828,858	$2,000,457	$ 75,767	$ 2,907,582

Net income			470,068		470,068

Contributed Capital	-	10	-	-	10
Affiliated Asset Transfers	-	(36,642)	-	-	(36,642)

Dividend to Parent	-		(100,000)	-	(100,000)
Change in foreign currency translation adjustments, net of taxes	-	-	-	(127)	(127)

Change in net unrealized investment gains/(losses), net of taxes	-	-	-	85,303	85,303
Balance, December 31, 2010	$ 2,500	$ 792,226	$ 2,370,525	$ 160,943	$ 3,326,194

See Notes to Consolidated Financial Statements

B-3

Pruco Life Insurance Company

Consolidated Statements of Cash Flows

Years Ended December 31, 2010, 2009 and 2008 (in thousands)

	2010	2009	2008
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net (Loss)/Income	$ 470,068	$ (65,791)	$ 249,325
Adjustments to reconcile net income to net cash from (used in) operating activities:
Policy charges and fee income	(202,268)	(266,769)	(207,498)
Interest credited to policyholders’ account balances	250,517	271,379	213,371
Realized investment (gains)/losses, net	(110,634)	469,184	(206,206)
Amortization and other non-cash items	(20,870)	(10,451)	(5,505)
Change in:
Future policy benefits and other policyholders’ liabilities	728,898	475,721	603,349
Reinsurance recoverable	(819,599)	(533,781)	(384,087)
Accrued investment income	(2,686)	(10,959)	(5,193)
Receivables from parent and affiliates	(37,402)	94,287	(30,500)
Payables to parent and affiliates	7,754	(41,496)	15,446
Deferred policy acquisition costs	(966,699)	(251,131)	(163,154)
Income taxes payable	(12,338)	(67,851)	76,532
Deferred sales inducements	(246,006)	(94,526)	(71,899)
Other, net	(34,532)	(16,104)	(116,754)
CASH FLOWS USED IN OPERATING ACTIVITIES	(995,797)	(48,288)	(32,773)

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Proceeds from the sale/maturity/prepayment of:
Fixed maturities available for sale	1,843,933	1,673,613	1,485,142
Policy loans	115,225	150,744	110,856
Commercial mortgage loans	64,520	46,286	20,553
Equity securities, available for sale	15,978	19,541	(47)
Trading account assets, available for sale	4,527	5	-
Payments for the purchase of:
Fixed maturities available for sale	(1,846,086)	(2,443,789)	(2,019,688)
Policy loans	(119,752)	(117,727)	(109,096)
Commercial mortgage loans	(305,789)	(230,550)	(126,892)
Equity securities, available for sale	(6,777)	(19,636)	-
Trading account assets, available for sale	-	(13,301)	(8,803)
Notes receivable from parent and affiliates, net	55,863	(143,419)	(8,687)
Other long term investments, net	(33,684)	2,325	(9,343)
Short term investments, net	(73,803)	(96,775)	43,490
CASH FLOWS USED IN INVESTING ACTIVITIES	(285,845)	(1,172,683)	(622,515)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Policyholders’ account deposits	3,092,710	1,937,462	2,243,781
Policyholders’ account withdrawals	(2,328,806)	(1,223,565)	(1,126,295)
Net change in securities sold under agreement to repurchase and cash collateral for loaned securities	(128,177)	53,994	(261,770)
Dividend to parent	(100,000)	-	-
Contribution from parent	10	-	360,000
Net change in financing arrangements (maturities 90 days or less)	72,793	1,146	(58,347)
Net increase in long-term borrowing	895,000	-	-
CASH FLOWS FROM FINANCING ACTIVITIES	1,503,530	769,037	1,157,369
Net increase (decrease) in cash and cash equivalents	221,888	(451,934)	502,081
Cash and cash equivalents, beginning of year	143,111	595,045	92,964
CASH AND CASH EQUIVALENTS, END OF YEAR	$ 364,999	$ 143,111	$ 595,045

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes (refunded) paid	$ 185,220	$ (68,108)	$ (11,525)
Interest paid	$ 3,212	$ 8	$ 573

See Notes to Consolidated Financial Statements

B-4

Pruco Life Insurance Company

Notes to Consolidated Financial Statements

1. BUSINESS AND BASIS OF PRESENTATION

Pruco Life Insurance Company, or the “Company,” is a wholly owned subsidiary of The Prudential Insurance Company of America, or “Prudential Insurance,” which in turn is an indirect wholly owned subsidiary of Prudential Financial, Inc., or “Prudential Financial.” Pruco Life Insurance Company was organized in 1971 under the laws of the State of Arizona. It is licensed to sell life insurance and annuities in the District of Columbia, Guam, and in all States except New York.

The Company has three subsidiaries, including one wholly owned life insurance subsidiary, Pruco Life Insurance Company of New Jersey, or “PLNJ,” and two subsidiaries formed in 2009 for the purpose of holding certain commercial loan investments. Pruco Life Insurance Company and its subsidiaries are together referred to as the Company and all financial information is shown on a consolidated basis. Two additional subsidiaries formerly owned by the Company for the purpose of acquiring fixed income investments were liquidated in 2009. Pruco Life Insurance Company and its subsidiaries are together referred to as the Company and all financial information is shown on a consolidated basis.

PLNJ is a stock life insurance company organized in 1982 under the laws of the state of New Jersey. It is licensed to sell universal life insurance, variable life insurance, term life insurance, fixed and variable annuities only in New Jersey and New York.

Beginning in March 2010, Prudential Annuities Life Assurance Corporation (“PALAC”), an affiliate of the Company, ceased offering its existing variable annuity products (and where offered, the companion market value adjustment option) to new investors upon the launch of a new product in the Company. In general, the new product line offers the same optional living benefits and optional death benefits as offered by PALAC’s existing variable annuities. However, subject to applicable contractual provisions and administrative rules, PALAC will continue to accept subsequent purchase payments on in force contracts under existing annuity products. These initiatives were implemented to create operational and administrative efficiencies by offering a single product line of annuity products from a more limited group of legal entities. In addition, by limiting its variable annuity offerings to a single product line sold through one insurer (and its affiliate, for New York sales), the Prudential Annuities business unit of Prudential Financial expects to convey a more focused, cohesive image in the marketplace.

Basis of Presentation

The Consolidated Financial Statements include the accounts of Pruco Life Insurance Company and its subsidiaries. The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Company has extensive transactions and relationships with Prudential Insurance and other affiliates, (as more fully described in Note 13 to the Consolidated Financial Statements). Due to these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The most significant estimates include those used in determining deferred policy acquisition costs and related amortization; amortization of sales inducements; valuation of investments including derivatives and the recognition of other-than-temporary impairments; future policy benefits including guarantees; provision for income taxes and valuation of deferred tax assets; and reserves for contingent liabilities, including reserves for losses in connection with unresolved legal matters.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments in Debt and Equity Securities

The Company’s investments in debt and equity securities include fixed maturities; trading account assets; equity securities and short-term investments. The accounting policies related to these are as follows:

Fixed maturities are comprised of bonds, notes and redeemable preferred stock. Fixed maturities classified as “available for sale” are carried at fair value. See Note 10 for additional information regarding the determination of fair value. Interest income, as well as the related amortization of premium and accretion of discount is included in “Net investment income” under the effective yield method. For mortgage-backed and asset-backed securities, the effective yield is based on estimated cash flows, including prepayment assumptions based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates vary based on assumptions regarding the underlying collateral, including default rates and changes in value. These assumptions can significantly impact income recognition and the amount of other-than-temporary impairments recognized in earnings and other comprehensive income. For high credit quality mortgage-backed and asset-backed securities (those rated AA or above), cash flows are provided quarterly, and the amortized cost and effective yield of the security are adjusted as necessary to reflect historical prepayment experience and changes in estimated future prepayments. The adjustments to amortized cost are recorded as a charge or credit to net investment income in accordance with the retrospective method. For asset-backed and mortgage-backed securities rated below AA, the effective yield is adjusted prospectively for any changes in estimated cash flows. See the discussion below on realized investment gains and losses

B-5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

for a description of the accounting for impairments, as well as the impact of the Company’s adoption on January 1, 2009 of new authoritative guidance for the recognition and presentation of other-than-temporary impairments for debt securities. Unrealized gains and losses on fixed maturities classified as “available for sale,” net of tax, and the effect on deferred policy acquisition costs, deferred sales inducements, future policy benefits that would result from the realization of unrealized gains and losses, are included in “Accumulated other comprehensive income (loss).”

Trading account assets consist primarily of asset-backed securities, public corporate bonds and commercial mortgage-backed securities whose fair values are determined consistent with similar instruments described above under “Fixed Maturity Securities.” Realized and unrealized gains and losses for these investments are reported in “Other Income.” Interest and dividend income from these investments is reported in “Net investment income.”

Equity securities, available for sale are comprised of common stock, non-redeemable preferred stock, and perpetual preferred stock, and are carried at fair value. The associated unrealized gains and losses, net of tax, and the effect on deferred policy acquisition costs, deferred sales inducements and future policy benefits that would result from the realization of unrealized gains and losses, are included in “Accumulated other comprehensive income (loss).” The cost of equity securities is written down to fair value when a decline in value is considered to be other- than- temporary. See the discussion below on realized investment gains and losses for a description of the accounting for impairments. Dividends from these investments are recognized in “Net investment income” when declared.

Commercial mortgage loans consist of commercial mortgage loans and agricultural loans. Commercial mortgage loans are broken down by class which is based on property type (industrial properties, retail, office, multi-family/apartment, hospitality, and other).

Commercial mortgage loans originated and held for investment are generally carried at unpaid principal balance, net of an allowance for losses.

Interest income, as well as prepayment fees and the amortization of the related premiums or discounts, related to commercial mortgage and other loans, are included in “Net investment income.”

Impaired loans include those loans for which it is probable that amounts due according to the contractual terms of the loan agreement will not all be collected. The Company defines “past due” as principal or interest not collected at least 30 days past the scheduled contractual due date. Interest received on impaired loans, including loans that were previously modified in a troubled debt restructuring, is either applied against the principal or reported as net investment income based on the Company’s assessment as to the collectability of the principal. See Note 3 for additional information about the Company’s past due loans.

The Company discontinues accruing interest on impaired loans after the loans become 90 days delinquent as to principal or interest payments, or earlier when the Company has doubts about collectability. When a loan is deemed to be impaired, any accrued but uncollectible interest on the impaired loan and other loans backed by the same collateral, if any, is charged to interest income in the period the loan is deemed to be impaired. Generally, a loan is restored to accrual status only after all delinquent interest and principal are brought current and, in the case of loans where the payment of interest has been interrupted for a substantial period, a regular payment performance has been established.

The Company reviews the performance and credit quality of the commercial mortgage loan and agricultural loan portfolios on an on-going basis. Loans are placed on watch list status based on a predefined set of criteria and are assigned one of three categories. Loans are placed on “early warning” status in cases where, based on the Company’s analysis of the loan’s collateral, the financial situation of the borrower or tenants or other market factors, it is believed a loss of principal or interest could occur. Loans are classified as “closely monitored” when it is determined that there is a collateral deficiency or other credit events that may lead to a potential loss of principal or interest. Loans “not in good standing” are those loans where the Company has concluded that there is a high probability of loss of principal, such as when the loan is delinquent or in the process of foreclosure. As described below, in determining our allowance for losses, the Company evaluates each loan on the watch list to determine if it is probable that amounts due according to the contractual terms of the loan agreement will not be collected.

Loan-to-value and debt service coverage ratios are measures commonly used to assess the quality of commercial mortgage loans. The loan-to-value ratio compares the amount of the loan to the fair value of the underlying property collateralizing the loan, and is commonly expressed as a percentage. Loan-to-value ratios greater than 100% indicate that the loan amount exceeds the collateral value. A smaller loan-to-value ratio indicates a greater excess of collateral value over the loan amount. The debt service coverage ratio compares a property’s net operating income to its debt service payments. Debt service coverage ratios less than 1.0 times indicate that property operations do not generate enough income to cover the loan’s current debt payments. A larger debt service coverage ratio indicates a greater excess of net operating income over the debt service payments. The values utilized in calculating these ratios are developed as part of the Company’s periodic review of the commercial mortgage loan and agricultural loan portfolio, which includes an internal appraisal of the underlying collateral value. The Company’s periodic review also includes a quality re-rating process, whereby the internal quality rating originally assigned at underwriting is updated based on current loan, property and market information using a proprietary quality rating system. The loan-to-value ratio is the most significant of several inputs used to establish the internal credit rating of a loan which in turn drives the allowance for losses. Other key factors considered in determining the internal credit rating include debt service coverage ratios, amortization, loan term, estimated market value growth rate and volatility for the property type and region. See Note 3 for additional information related to the loan-to-value ratios and debt service coverage ratios related to the Company’s commercial mortgage and agricultural loan portfolios.

B-6

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loans are reported at carrying value, and the allowance for losses includes a loan specific reserve for each impaired loan that has a specifically identified loss and a portfolio reserve for probable incurred but not specifically identified losses. For impaired commercial mortgage loans and agricultural loans the allowances for losses are determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or based upon the fair value of the collateral if the loan is collateral dependent. The portfolio reserves for probable incurred but not specifically identified losses in the commercial mortgage and agricultural loan portfolio segments considers the current credit composition of the portfolio based on an internal quality rating, (as described above). The portfolio reserves are determined using past loan experience, including historical credit migration, default probability and loss severity factors by property type. Historical credit migration, default and loss severity factors are updated each quarter based on the Company’s actual loan experience, and are considered together with other relevant qualitative factors in making the final portfolio reserve calculations.

The allowance for losses on commercial mortgage loans and agricultural loans can increase or decrease from period to period based on the factors noted above. “Realized investment gains (losses), net” includes changes in the allowance for losses and changes in value for loans accounted for under the fair value option. “Realized investment gains (losses), net” also includes gains and losses on sales, certain restructurings, and foreclosures.

When a commercial mortgage or other loan is deemed to be uncollectible, any specific valuation allowance associated with the loan is reversed and a direct write down to the carrying amount of the loan is made. The carrying amount of the loan is not adjusted for subsequent recoveries in value.

Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in “Net investment income” at the contract interest rate when earned.

Securities repurchase and resale agreements and securities loaned transactions are used to earn spread income, to borrow funds, or to facilitate trading activity. Securities repurchase and resale agreements are generally short term in nature, and therefore, the carrying amounts of these instruments approximate fair value. As part of securities repurchase agreements or securities loan transactions the Company transfers U.S. government and government agency securities and receives cash as collateral. As part of securities resale agreements, the Company transfers cash as collateral and receives U.S. government securities. For securities repurchase agreements and securities loaned transactions used to earn spread income, the cash received is typically invested in cash equivalents, short term investments or fixed maturities.

Securities repurchase and resale agreements that satisfy certain criteria are treated as collateralized financing arrangements. These agreements are carried at the amounts at which the securities will be subsequently resold or reacquired, as specified in the respective agreements. For securities purchased under agreements to resell, the Company’s policy is to take possession or control of the securities and to value the securities daily. Securities to be resold are the same, or substantially the same, as the securities received. For securities sold under agreements to repurchase, the market value of the securities to be repurchased is monitored, and additional collateral is obtained where appropriate, to protect against credit exposure. Securities to be repurchased are the same, or substantially the same as those sold. Income and expenses related to these transactions executed within the insurance subsidiary used to earn spread income are reported as “Net investment income,” however, for transactions used to borrow funds, the associated borrowing cost is reported as interest expense (included in “General, administrative and other expenses”).

Securities loaned transactions are treated as financing arrangements and are recorded at the amount of cash received. The Company obtains collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. The Company monitors the market value of the securities loaned on a daily basis with additional collateral obtained as necessary. Substantially all of the Company’s securities loaned transactions are with large brokerage firms. Income and expenses associated with securities loaned transactions used to earn spread income are generally reported as “Net investment income;” however, for securities loaned transactions used for funding purposes the associated rebate is reported as interest expense (included in “General, administrative and other expenses”).

Other long-term investments consist of the derivatives, the Company’s investments in joint ventures and limited partnerships in which the Company does not exercise control, as well as investments in the Company’s own separate accounts, which are carried at fair value, and investment real estate. Joint venture and partnership interests are generally accounted for using the equity method of accounting, except in instances in which the Company’s interest is so minor that it exercises virtually no influence over operating and financial policies. In such instances, the Company applies the cost method of accounting. The Company’s share of net income from investments in joint ventures and partnerships is generally included in “Net investment income.”

Short-term investments primarily consist of highly liquid debt instruments with a maturity of greater than three months and less than twelve months when purchased. These investments are generally carried at fair value and include certain money market investments, short-term debt securities issued by government sponsored entities and other highly liquid debt instruments.

Realized investment gains (losses) are computed using the specific identification method. Realized investment gains and losses are generated from numerous sources, including the sale of fixed maturity securities, equity securities, investments in joint ventures and limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for net other-than-temporary impairments recognized in earnings. Realized investment gains and losses are also generated from prepayment premiums received on private fixed maturity securities, recoveries of principal on previously impaired securities, provisions for losses on commercial mortgage loans and fair value changes on embedded derivatives and free-standing derivatives that do not qualify for hedge accounting treatment.

B-7

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s available-for-sale securities with unrealized losses are reviewed quarterly to identify other-than-temporary impairments in value. In evaluating whether a decline in value is other-than-temporary, the Company considers several factors including, but not limited to the following: (1) the extent and the duration of the decline; (2) the reasons for the decline in value (credit event, currency or interest-rate related, including general credit spread widening); and (3) the financial condition of and near-term prospects of the issuer. With regard to available-for-sale equity securities, the Company also considers the ability and intent to hold the investment for a period of time to allow for a recovery of value. When it is determined that a decline in value of an equity security is other-than-temporary, the carrying value of the equity security is reduced to its fair value, with a corresponding charge to earnings.

In addition, in April 2009, the Financial Accounting Standards Board (“FASB”) revised the authoritative guidance for the recognition and presentation of other-than-temporary impairments for debt securities. The Company early adopted this guidance on January 1, 2009. Prior to the adoption of this guidance the Company was required to record an other-than-temporary impairment for a debt security unless it could assert that it had both the intent and ability to hold the security for a period of time sufficient to allow for a recovery in its’ fair value to its amortized cost basis. This revised guidance indicates that an other-than-temporary impairment must be recognized in earnings for a debt security in an unrealized loss position when an entity either (a) has the intent to sell the debt security or (b) more likely than not will be required to sell the debt security before its anticipated recovery. For all debt securities in unrealized loss positions that do not meet either of these two criteria, the guidance requires that the Company analyze its ability to recover the amortized cost by comparing the net present value of projected future cash flows with the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. The Company may use the estimated fair value of collateral as a proxy for the net present value if it believes that the security is dependent on the liquidation of collateral for recovery of its investment. If the net present value is less than the amortized cost of the investment, an other-than-temporary impairment is recognized. In addition to the above mentioned circumstances, the Company also recognizes an other-than-temporary impairment in earnings when a foreign currency denominated security in an unrealized loss position approaches maturity.

Under the authoritative guidance for the recognition and presentation of other-than-temporary impairments, when an other-than-temporary impairment of a debt security has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the debt security meets either of these two criteria, the other-than-temporary impairment recognized in earnings is equal to the entire difference between the security’s amortized cost basis and its fair value at the impairment measurement date. For other-than-temporary impairments of debt securities that do not meet these two criteria, the net amount recognized in earnings is equal to the difference between the amortized cost of the debt security and its net present value calculated as described above. Any difference between the fair value and the net present value of the debt security at the impairment measurement date is recorded in “Other comprehensive income (loss).” Unrealized gains or losses on securities for which an other-than-temporary impairment has been recognized in earnings is tracked as a separate component of “Accumulated other comprehensive income (loss).” Prior to the adoption of this guidance in 2009, an other-than-temporary impairment recognized in earnings for debt securities was equal to the total difference between amortized cost and fair value at the time of impairment.

For debt securities, the split between the amount of an other-than-temporary impairment recognized in other comprehensive income and the net amount recognized in earnings is driven principally by assumptions regarding the amount and timing of projected cash flows. For mortgage-backed and asset-backed securities, cash flow estimates consider the payment terms of the underlying assets backing a particular security, including prepayment assumptions, and are based on data from widely accepted third-party data sources or internal estimates. In addition to prepayment assumptions, cash flow estimates include assumptions regarding the underlying collateral including default rates and recoveries which vary based on the asset type and geographic location, as well as the vintage year of the security. For structured securities, the payment priority within the tranche structure is also considered. For all other debt securities, cash flow estimates are driven by assumptions regarding probability of default and estimates regarding timing and amount of recoveries associated with a default. The Company has developed these estimates using information based on its historical experience as well as using market observable data, such as industry analyst reports and forecasts, sector credit ratings and other data relevant to the collectability of a security, such as the general payment terms of the security and the security’s position within the capital structure of the issuer.

The new cost basis of an impaired security is not adjusted for subsequent increases in estimated fair value. In periods subsequent to the recognition of an other-than-temporary impairment, the impaired security is accounted for as if it had been purchased on the measurement date of the impairment. For debt securities, the discount (or reduced premium) based on the new cost basis may be accreted into net investment income in future periods, including increases in cash flow on a prospective basis.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, certain money market investments, and other debt issues with maturities of three months or less when purchased. The Company also engages in overnight borrowing and lending of funds with Prudential Financial and affiliates which are considered cash and cash equivalents.

B-8

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred Policy Acquisition Costs

Costs that vary with and that are related primarily to the production of new insurance and annuity products are deferred to the extent such costs are deemed recoverable from future profits. Such deferred policy acquisition costs (“DAC”) include commissions, costs of policy issuance and underwriting, and variable field office expenses that are incurred in producing new business. In each reporting period, capitalized DAC is amortized. DAC is subject to recoverability testing at the end of each reporting period to ensure that the capitalized amounts do not exceed the present value of anticipated gross profits or premiums less benefits and maintenance expenses, as applicable. DAC, for applicable products, is adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in “Accumulated other comprehensive income (loss).”

Policy acquisition costs are deferred and amortized over the expected life of the contracts (approximately 25 – 99 years) in proportion to gross profits arising principally from investment results, mortality and expense margins, and surrender charges, based on historical and anticipated future experience, which is updated periodically. The Company uses a reversion to the mean approach to derive the future rate of return assumptions. However, if the projected future rate of return calculated using this approach is greater than the maximum future rate of return assumption, the maximum future rate of return is utilized. In addition to the gross profit components previously mentioned, we also include the impact of the embedded derivatives associated with certain optional living benefit features of the Company’s variable annuity contracts and related hedging activities in actual gross profits used as the basis for calculating current period amortization, regardless of which affiliated legal entity this activity occurs. In calculating gross profits, profits and losses related to contracts issued by the Company that are reported in affiliated legal entities other than the Company as a result of, for example, reinsurance agreements with those affiliated entities are also included. The Company is an indirect subsidiary of Prudential Financial (an SEC registrant) and has extensive transactions and relationships with other subsidiaries of Prudential Financial, including reinsurance agreements. See Note 13 in the Consolidated Financial Statements. Incorporating all product-related profits and losses in gross profits, including those that are reported in affiliated legal entities, produces a DAC amortization pattern representative of the economics of the products. The effect of changes to estimated gross profits on unamortized deferred acquisition costs is reflected in “Amortization of deferred policy acquisition costs” in the period such estimated gross profits are revised.

For some products, policyholders can elect to modify product benefits, features, rights or coverages by exchanging a contract for a new contract or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. These transactions are known as internal replacements. If policyholders surrender traditional life insurance policies in exchange for life insurance policies that do not have fixed and guaranteed terms, the Company immediately charges to expense the remaining unamortized DAC on the surrendered policies. For other internal replacement transactions, except those that involve the addition of a non-integrated contract feature that does not change the existing base contract, the unamortized DAC is immediately charged to expense if the terms of the new policies are not substantially similar to those of the former policies. If the new terms are substantially similar to those of the earlier policies, the DAC is retained with respect to the new policies and amortized over the expected life of the new policies.

Reinsurance recoverables

Reinsurance recoverables include corresponding payables and receivables associated with reinsurance arrangements with affiliates. For additional information about these arrangements see Note 13 to the Financial Statements.

Separate Account Assets and Liabilities

Separate account assets are reported at fair value and represent segregated funds, which are invested for certain policyholders and other customers. The assets consist primarily of equity securities, fixed maturities, real estate related investments, real estate mortgage loans and short term investments and derivative instruments. The assets of each account are legally segregated and are generally not subject to claims that arise out of any other business of the Company. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities primarily represent the contractholder’s account balance in separate account assets and to a lesser extent borrowings of the separate account. See Note 7 to the Consolidated Financial Statements for additional information regarding separate account arrangements with contractual guarantees. The investment income and realized investment gains or losses from separate accounts generally accrue to the policyholders and are not included in the Consolidated Statements of Operations. Mortality, policy administration and surrender charges assessed against the accounts are included in “Policy charges and fee income.” Asset administration fees charged to the accounts are included in “Asset administration fees.”

Deferred sales inducements

The Company provides sales inducements to contractholders, which primarily reflect an up-front bonus added to the contractholder's initial deposit for certain annuity contracts. These costs are deferred and recognized in “Deferred sales inducements”. They are amortized using the same methodology and assumptions used to amortize DAC. Sales inducements balances are subject to recoverability testing at the end of each reporting period to ensure that the capitalized amounts do not exceed the present value of anticipated gross profits. The Company records amortization of deferred sales inducements in “Interest credited to policyholders’ account balances.”

B-9

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Other Assets and Other Liabilities

Other assets consist primarily of premiums due, certain restricted assets, and receivables resulting from sales of securities that had not yet settled at the balance sheet date. Other liabilities consist primarily of accrued expenses, technical overdrafts, derivatives, and payables resulting from purchases of securities that had not yet been settled at the balance sheet date.

Future Policy Benefits

The Company’s liability for future policy benefits is primarily comprised of the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment depends on policyholder mortality or morbidity, less the present value of future net premiums. For life insurance and annuity products, expected mortality and morbidity is generally based on the Company’s historical experience or standard industry tables including a provision for the risk of adverse deviation on our term life products. Interest rate assumptions are based on factors such as market conditions and expected investment returns. Although mortality and morbidity and interest rate assumptions are “locked-in” upon the issuance of new insurance or annuity products with fixed and guaranteed terms, significant changes in experience or assumptions may require the Company to provide for expected future losses on a product by establishing premium deficiency reserves. Premium deficiency reserves, if required, are determined based on assumptions at the time the premium deficiency reserve is established and do not include a provision for the risk of adverse deviation. The Company’s liability for future policy benefits also includes net liabilities for guarantee benefits related to certain nontraditional long-duration life and annuity contracts, which are discussed more fully in Note 7, and certain unearned revenues.

Policyholders’ Account Balances

The Company’s liability for policyholders’ account balances represents the contract value that has accrued to the benefit of the policyholder as of the balance sheet date. This liability is generally equal to the accumulated account deposits, plus interest credited, less policyholders’ withdrawals and other charges assessed against the account balance. These policyholders’ account balances also include a provision for benefits under non-life contingent payout annuities and certain unearned revenues.

Contingent Liabilities

Amounts related to contingent liabilities are accrued if it is probable that a liability has been incurred and an amount is reasonably estimable. Management evaluates whether there are incremental legal or other costs directly associated with the ultimate resolution of the matter that are reasonably estimable and, if so, they are included in the accrual.

Insurance Revenue and Expense Recognition

Premiums from individual life products, other than interest-sensitive life contracts, are recognized when due. When premiums are due over a significantly shorter period than the period over which benefits are provided, any gross premium in excess of the net premium (i.e., the portion of the gross premium required to provide for all expected future benefits and expenses) is deferred and recognized into revenue in a constant relationship to insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.

Certain individual annuity contracts provide the holder a guarantee that the benefit received upon death or annuitization will be no less than a minimum prescribed amount. These benefits are accounted for as insurance contracts and are discussed in further detail in Note 7. The Company also provides contracts with certain living benefits which are accounted for as embedded derivatives. These contracts are discussed in further detail in Note 7.

Amounts received as payment for interest-sensitive contracts, are reported as deposits to “Policyholders’ account balances.” Revenues from these contracts are reflected in “Policy charges and fee income” consisting primarily of fees assessed during the period against the policyholders’ account balances for mortality charges, policy administration charges and surrender charges. In addition to fees, the Company earns investment income from the investment of policyholders’ deposits in the Company’s general account portfolio. Fees assessed that represent compensation to the Company for services to be provided in future periods and certain other fees are deferred and amortized into revenue over the life of the related contracts in proportion to estimated gross profits. Benefits and expenses for these products include claims in excess of related account balances, expenses of contract administration, interest credited to policyholders’ account balances and amortization of DAC. Premiums, benefits and expenses are stated net of reinsurance ceded to other companies. Estimated reinsurance recoverables and the cost of reinsurance are recognized over the life of the reinsured policies using assumptions consistent with those used to account for the underlying policies.

Asset Administration Fees

The Company receives asset administration fee income from policyholders’ account balances invested in The Prudential Series Funds or, “PSF,” which are a portfolio of mutual fund investments related to the Company’s separate account products. Also the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust Funds (see Note 13 to the Consolidated Financial Statements). In addition, the Company receives fees from policyholders’ account balances invested in funds managed by companies other than affiliates of Prudential Insurance. Asset administration fees are recognized as income when earned.

B-10

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Financial Instruments

Derivatives are financial instruments whose values are derived from interest rates, financial indices, or the values of securities. Derivative financial instruments generally used by the Company include swaps, futures, forwards and options which are contracted in the over-the-counter market with an affiliate. Derivative positions are carried at fair value, generally by obtaining quoted market prices or through the use of valuation models. Values can be affected by changes in interest rates, financial indices, values of securities, credit spreads, market volatility, expected returns and liquidity. Values can also be affected by changes in estimates and assumptions, including those related to counterparty behavior and non performance risk, used in valuation models.

Derivatives are used to manage the characteristics of the Company’s asset/liability mix to manage the interest rate and currency characteristics of assets or liabilities. Additionally, derivatives may be used to seek to reduce exposure to interest rate, credit, foreign currency and equity risks associated with assets held or expected to be purchased or sold, and liabilities incurred or expected to be incurred.

Derivatives are recorded either as assets, within “Other long-term investments,” or as liabilities, within “Other liabilities,” except for embedded derivatives, which are recorded with the associated host contract. The Company nets the fair value of all derivative financial instruments with its affiliated counterparty for which a master netting arrangement has been executed. As discussed below and in Note 11, all realized and unrealized changes in fair value of derivatives, with the exception of the effective portion of cash flow hedges, are recorded in current earnings. Cash flows from these derivatives are reported in the operating and investing activities sections in the Statements of Cash Flows.

The Company designates derivatives as either (1) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge), or (2) a derivative that does not qualify for hedge accounting.

To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged item. Effectiveness of the hedge is formally assessed at inception and throughout the life of the hedging relationship. Even if a derivative qualifies for hedge accounting treatment, there may be an element of ineffectiveness of the hedge. Under such circumstances, the ineffective portion is recorded in “Realized investment gains (losses), net.”

The Company formally documents at inception all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific assets and liabilities on the balance sheet or to forecasted transactions.

When a derivative is designated as a cash flow hedge and is determined to be highly effective, changes in its fair value are recorded in “Accumulated other comprehensive income (loss)” until earnings are affected by the variability of cash flows being hedged (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings). At that time, the related portion of deferred gains or losses on the derivative instrument is reclassified and reported in the income statement line item associated with the hedged item.

If it is determined that a derivative no longer qualifies as an effective cash flow hedge, or management removes the hedge designation, the derivative will continue to be carried on the balance sheet at its fair value, with changes in fair value recognized currently in “Realized investment gains (losses), net.” The asset or liability under a fair value hedge will no longer be adjusted for changes in fair value and the existing basis adjustment is amortized to the income statement line associated with the asset or liability. The component of “Accumulated other comprehensive income (loss)” related to discontinued cash flow hedges is amortized to the income statement line associated with the hedged cash flows consistent with the earnings impact of the original hedged cash flows.

When hedge accounting is discontinued because it is probable that the forecasted transaction will not occur by the end of the specified time period, the derivative will continue to be carried on the balance sheet at its fair value, with changes in fair value recognized currently in “Realized investment gains (losses), net.” Gains and losses that were in “Accumulated other comprehensive income (loss)” pursuant to the hedge of a forecasted transaction are recognized immediately in “Realized investment gains (losses), net.”

If a derivative does not qualify for hedge accounting, all changes in its fair value, including net receipts and payments, are included in “Realized investment gains (losses), net” without considering changes in the fair value of the economically associated assets or liabilities.

The Company is a party to financial instruments that contain derivative instruments that are “embedded” in the financial instruments. At inception, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value, and changes in its fair value are included in “Realized investment gains/(losses), net.” For certain financial instruments that contain an embedded derivative that otherwise would need to be bifurcated and reported at fair value, the Company may elect to classify the entire instrument as an Other long-term investments and report it within “Other long-term investments.”

The Company sells variable annuity contracts that include features that may be treated from an accounting perspective as embedded derivatives. The Company has reinsurance agreements to transfer the risk related to most of these embedded derivatives to an affiliate, Pruco Reinsurance Ltd. (“Pruco Re”). These embedded derivatives are carried at fair value and included in “Future policy benefits and other policyholder liabilities” and

B-11

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

“Reinsurance recoverable.” Changes in “Realized investment gains/(losses), net” are based on the change in value of the underlying contractual guarantees, which are determined using valuation models.

The Company, excluding its subsidiaries, also sells certain universal life products that contain a no-lapse guarantee provision that is reinsured with an affiliate Universal Prudential Arizona Reinsurance Company (“UPARC”). The reinsurance of this no-lapse guarantee results in an embedded derivative that incurs market risk primarily in the form of interest rate risk. Interest rate sensitivity can result in changes in the value of the underlying contractual guarantees that are carried at fair value and included in “Reinsurance recoverables”, and changes in “Realized investment gains/(losses), net.”

Income Taxes

The Company is a member of the consolidated federal income tax return of Prudential Financial and primarily files separate company state and local tax returns. Pursuant to the tax allocation arrangement with Prudential Financial, total federal income tax expense is determined on a separate company basis. Members with losses record tax benefits to the extent such losses are recognized in the consolidated federal tax provision.

Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to reduce a deferred tax asset to the amount expected to be realized.

The Company’s liability for income taxes includes the liability for unrecognized tax benefits and interest and penalties which relate to tax years still subject to review by the Internal Revenue Service (“IRS”) or other taxing jurisdictions. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. The Company classifies all interest and penalties related to tax uncertainties as income tax expense. See Note 9 for additional information regarding income taxes.

Adoption of New Accounting Pronouncements

In July 2010, the FASB issued updated guidance that requires enhanced disclosures related to the allowance for credit losses and the credit quality of a company’s financing receivable portfolio. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The Company adopted this guidance effective December 31, 2010. The required disclosures are included above and in Note 3. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning after December 15, 2010. The Company will provide these required disclosures in the interim reporting period ended March 31, 2011. In January 2011, the FASB deferred the disclosures required by this guidance related to troubled debt restructurings. The disclosures will be effective, and the Company will provide these disclosures, concurrent with the effective date of proposed guidance for determining what constitutes a troubled debt restructuring.

In March 2010, the FASB issued updated guidance that amends and clarifies the accounting for credit derivatives embedded in interests in securitized financial assets. This new guidance eliminates the scope exception for embedded credit derivatives (except for those that are created solely by subordination) and provides new guidance on how the evaluation of embedded credit derivatives is to be performed. This new guidance is effective for the first interim reporting period beginning after June 15, 2010. The Company’s adoption of this guidance effective with the interim reporting period ending September 30, 2010 did not have a material effect on the Company’s financial position, results of operations, and financial statement disclosures.

In January 2010, the FASB issued updated guidance that requires new fair value disclosures about significant transfers between Level 1 and 2 measurement categories and separate presentation of purchases, sales, issuances, and settlements within the roll forward of Level 3 activity. Also, this updated fair value guidance clarifies the disclosure requirements about level of disaggregation and valuation techniques and inputs. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of Level 3 activity, which are effective for interim and annual reporting periods beginning after December 15, 2010. The Company adopted the effective portions of this guidance on January 1, 2010. The required disclosures are provided in Note 10 and Note 11. The Company will provide the required disclosures about purchases, sales, issuances, and settlements in the roll forward of Level 3 activity in the interim reporting period ending March 31, 2011.

In September 2009, the FASB issued updated guidance for the fair value measurement of investments in certain entities that calculate net asset value per share including certain alternative investments such as hedge funds, private equity funds, and venture capital funds. This guidance allows companies to determine the fair value of such investments using net asset value (“NAV”) as a practical expedient if the fair value of the investment is not readily determinable and the investee entity issues financial statements in accordance with measurement principles for investment companies. Use of this practical expedient is prohibited if it is probable the investment will be sold at something other than NAV. This guidance also requires new disclosures for each major category of alternative investments. It was effective for the first annual or interim reporting period ending after December 15, 2009. The Company’s adoption of this guidance effective December 31, 2009 did not have a material effect on the Company’s consolidated financial position, results of operations and financial statement disclosures.

In August 2009, the FASB issued updated guidance for the fair value measurement of liabilities. This guidance provides clarification on how to measure fair value in circumstances in when a quoted price in an active market for the identical liability is not available. This guidance also clarifies that restrictions preventing the transfer of a liability should not be considered as a separate input or adjustment in the measurement of fair value. The

B-12

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company adopted this guidance effective with the annual reporting period ended December 31, 2009, and the adoption did not have a material impact on the Company’s consolidated financial position, results of operations, and financial statement disclosures.

In June 2009, the FASB issued authoritative guidance for the FASB’s Accounting Standards Codification TM as the source of authoritative U.S. GAAP. The Codification is not intended to change U.S. GAAP but is a new structure which organizes accounting pronouncements by accounting topic. This guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company’s adoption of this guidance effective with the interim reporting period ending September 30, 2009 impacted the way the Company references U.S. GAAP accounting standards in the financial statements.

In April 2009, the FASB revised the authoritative guidance for disclosures about fair value of financial instruments. This new guidance requires disclosures about fair value of financial instruments for interim reporting periods similar to those included in annual financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company adopted this guidance effective with the interim period ending June 30, 2009.

In April 2009, the FASB revised the authoritative guidance for the recognition and presentation of other-than-temporary impairments. This new guidance amends the other-than-temporary impairment guidance for debt securities and expands the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance also requires that the required annual disclosures for debt and equity securities be made for interim reporting periods. This guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company early adopted this guidance effective January 1, 2009, which resulted in a net after-tax increase to retained earnings and decrease to accumulated other comprehensive income (loss) of $19.6 million. The disclosures required by this new guidance are provided in Note 3. See “Investments and Investment-Related Liabilities” above for more information.

In April 2009, the FASB revised the authoritative guidance for fair value measurements and disclosures to provide guidance on (1) estimating the fair value of an asset or liability if there was a significant decrease in the volume and level of trading activity for these assets or liabilities, and (2) identifying transactions that are not orderly. Further, this new guidance requires additional disclosures about fair value measurements in interim and annual periods. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Company’s early adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s consolidated financial position or results of operations. The disclosures required by this revised guidance are provided in Note 10.

In October 2008, the FASB revised the authoritative guidance on determining the fair value of a financial asset when the market for that asset is not active. This guidance clarifies the application of fair value measurements in a market that is not active and applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements. The guidance was effective upon issuance, including prior periods for which financial statements had not been issued. The Company’s adoption of this guidance effective September 30, 2008 did not have a material effect on the Company’s consolidated financial position or results of operations.

In March 2008, the FASB issued authoritative guidance for derivative instruments and hedging activities which amends and expands the disclosure requirements for derivative instruments and hedging activities by requiring companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The Company’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s consolidated financial position or results of operations. The required disclosures are provided in Note 11.

In February 2008, the FASB revised the authoritative guidance for the accounting for transfers of financial assets and repurchase financing transactions. The new guidance provides recognition and derecognition guidance for a repurchase financing transaction, which is a repurchase agreement that relates to a previously transferred financial asset between the same counterparties that is entered into contemporaneously with or in contemplation of, the initial transfer. The guidance is effective for fiscal years beginning after November 15, 2008. The Company’s adoption of this guidance on a prospective basis effective January 1, 2009 did not have a material effect on the Company’s consolidated financial position or results of operations.

In February 2008, the FASB revised the authoritative guidance which delays the effective date of the authoritative guidance related to fair value measurements and disclosures for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company’s adoption of this guidance effective January 1, 2009 did not have a material effect on the Company’s consolidated financial position or results of operations.

In January 2008, the FASB issued authoritative guidance for application of the shortcut method to hedge accounting with respect to the conditions that must be met to apply the shortcut method for assessing hedge effectiveness. This new guidance was effective for hedging relationships designated on or after January 1, 2008. The Company’s adoption of this guidance effective January 1, 2008 did not have a material effect on the Company’s consolidated financial position or results of operations.

B-13

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In February 2007, the FASB issued authoritative guidance on the fair value option for financial assets and financial liabilities. This guidance provides companies with an option to report selected financial assets and liabilities at fair value, with the associated changes in fair value reflected in the Consolidated Statements of Operations. The Company adopted this guidance effective January 1, 2008.

In September 2006, the FASB issued authoritative guidance on fair value measurements. This guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance does not change which assets and liabilities are required to be recorded at fair value, but the application of this guidance could change practices in determining fair value. The Company adopted this guidance effective January 1, 2008. See Note 10 for more information on fair value measurements guidance.

Future Adoption of New Accounting Pronouncements

In October 2010, the FASB issued guidance to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Under the new guidance acquisition costs are to include only those costs that are directly related to the acquisition or renewal of insurance contracts by applying a model similar to the accounting for loan origination costs. An entity may defer incremental direct costs of contract acquisition that are incurred in transactions with independent third parties or employees as well as the portion of employee compensation costs related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts. Additionally, an entity may capitalize as a deferred acquisition cost only those advertising costs meeting the capitalization criteria for direct-response advertising. This change is effective for fiscal years beginning after December 15, 2011 and interim periods within those years. Early adoption as of the beginning of a fiscal year is permitted. The guidance is to be applied prospectively upon the date of adoption, with retrospective application permitted, but not required. The Company will adopt this guidance effective January 1, 2012. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations, and financial statement disclosures.

In April 2010, the FASB issued guidance clarifying that an insurance entity should not consider any separate account interests in an investment held for the benefit of policyholders to be the insurer’s interests, and should not combine those interests with its general account interest in the same investment when assessing the investment for consolidation, unless the separate account interests are held for a related party policyholder, whereby consolidation of such interests must be considered under applicable variable interest guidance. This guidance is effective for interim and annual periods beginning after December 15, 2010 and retrospectively to all prior periods upon the date of adoption, with early adoption permitted. The

Company’s adoption of this guidance effective January 1, 2011 is not expected to have a material effect on the Company’s consolidated financial position, results of operations, and financial statement disclosures.

3. INVESTMENTS

Fixed Maturities and Equity Securities

The following tables provide information relating to fixed maturities and equity securities (excluding investments classified as trading) as of the dates indicated:

	December 31, 2010
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Other-than-temporary impairments in AOCI (3)
	(in thousands)
Fixed maturities, available for sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	223,442	$	4,563	$	43	$	227,962	$	-
Obligations of U.S. states and their political subdivisions		25,126		66		1,063		24,129		-
Foreign government bonds		48,725		5,984		-		54,709		-
Corporate securities		4,090,968		292,696		13,467		4,370,197		(694)
Asset-backed securities(1)		417,339		22,316		30,077		409,578		(37,817)
Commercial mortgage-backed securities		546,056		34,711		247		580,520		-
Residential mortgage-backed securities (2)		350,173		25,228		193		375,208		(1,437)
Total fixed maturities, available for sale	$	5,701,829	$	385,564	$	45,090	$	6,042,303	$	(39,948)

Equity securities, available for sale	$	17,964	$	3,352	$	1,909	$	19,407

(1) Includes credit tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans, and other asset types. (2) Includes publicly traded agency pass-through securities and collateralized mortgage obligations. (3) Represents the amount of other-than-temporary impairment losses in “Accumulated other comprehensive income (loss),” or “AOCI,” which were not included in earnings under new authoritative accounting guidance. Amount excludes $15 million of net unrealized gains (losses) on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

B-14

3. INVESTMENTS (continued)

	December 31, 2009
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Other-than-temporary impairments in AOCI (3)
	(in thousands)
Fixed maturities, available for sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	169,849	$	2,270	$	459	$	171,660	$	-
Obligations of U.S. states and their political subdivisions		16,924		-		922		16,002		-
Foreign government bonds		39,405		5,157		287		44,275		-
Corporate securities	$	3,802,403	$	181,748	$	26,354	$	3,957,797	$	(2,635)
Asset-backed securities(1)		468,747		21,638		39,604		450,781		(45,134)
Commercial mortgage-backed securities		494,023		12,224		4,631		501,616		-
Residential mortgage-backed securities (2)		678,026		35,559		1,643		711,942		(1,826)
Total fixed maturities, available for sale	$	5,669,377	$	258,596	$	73,900	$	5,854,073	$	(49,595)

Equity securities, available for sale	$	27,332	$	1,663	$	1,353	$	27,642

(1) Includes credit tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans, and other asset types. (2) Includes publicly traded agency pass-through securities and collateralized mortgage obligations. (3) Represents the amount of other-than-temporary impairment losses in “Accumulated other comprehensive income (loss),” or “AOCI,” which were not included in earnings under new authoritative accounting guidance. Amount excludes $(24) million of net unrealized gains (losses) on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

The amortized cost and fair value of fixed maturities by contractual maturities at December 31, 2010, are as follows:

	Available for Sale
	Amortized Cost			Fair Value
		(in thousands)
Due in one year or less	$	371,910	$ 375,268
Due after one year through five years		1,745,335	1,859,455
Due after five years through ten years		1,708,560	1,842,996
Due after ten years		562,456	599,278
Asset-backed securities		417,339			409,578
Commercial mortgage-backed securities		546,056			580,520
Residential mortgage-backed securities		350,173			375,208
Total	$	5,701,829	$			6,042,303

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Asset-backed, commercial mortgage-backed, and residential mortgage-backed securities are shown separately in the table above, as they are not due at a single maturity date.

The following table depicts the sources of fixed maturity proceeds and related gross investment gains (losses), as well as losses on impairments of both fixed maturities and equity securities:

		2010		2009		2008
		(in thousands)
Fixed maturities, available for sale:

Proceeds from sales	$	788,657	$	572,902	$	1,070,088
Proceeds from maturities/repayments		919,875		1,100,012		416,196
Gross investment gains from sales, prepayments and maturities		45,098		17,375		13,949
Gross investment losses from sales and maturities		(2,497)		(19,291)		(6,516)


Fixed maturity and equity security impairments:

Net writedowns for other-than-temporary impairment losses on fixed maturities recognized in earnings (1)	$	(11,811)	$	(31,896)	$	(57,790)

Writedowns for other-than-temporary impairment losses on equity securities	$	(147)	$	(2,259)	$	(22)

(1) Effective with the adoption of new authoritative guidance January 1, 2009, excludes the portion of other-than-temporary impairments recorded in “Other comprehensive income (loss),” representing any difference between the fair value of the impaired debt security and the net present value of its projected future cash flows at the time of impairment.

B-15

3. INVESTMENTS (continued)

As discussed in Note 2, a portion of certain other-than-temporary impairment (“OTTI”) losses on fixed maturity securities are recognized in “Other comprehensive income (loss)” (“OCI”). The net amount recognized in earnings (“credit loss impairments”) represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in OCI. The following table sets forth the amount of pre-tax credit loss impairments on fixed maturity securities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in OCI, and the corresponding changes in such amounts.

Credit losses recognized in earnings on fixed maturity securities held by the Company for which a portion of the OTTI loss was recognized in OCI		Year Ended December 31, 2010
		(in thousands)
Balance, beginning of period, January 1, 2009		$ -
Credit losses remaining in retained earnings related to adoption of new authoritative guidance on January 1, 2009		21,827
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period		(10,181)
Credit loss impairments previously recognized on securities impaired to fair value during the period (1)		-
Credit loss impairment recognized in the current period on securities not previously impaired		19,090
Additional credit loss impairments recognized in the current period on securities previously impaired		11,479
Increases due to the passage of time on previously recorded credit losses		1,589
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected		(861)
Balance, December 31, 2009		$ 42,943

3. INVESTMENTS (continued) Balance, beginning of period, January 1, 2010		$ 42,943
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period		(7,144)
Credit loss impairments previously recognized on securities impaired to fair value during the period (1)		(7,158)
Credit loss impairment recognized in the current period on securities not previously impaired		26
Additional credit loss impairments recognized in the current period on securities previously impaired		8,950
Increases due to the passage of time on previously recorded credit losses		2,222
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected		(3,019)
Balance, December 31, 2010	$	36,820

(1)	Represents circumstances where the Company determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Trading Account Assets

The following table provides information relating to trading account assets at December 31:

	2010				2009
	Amortized Cost		Fair Value		Amortized Cost			Fair Value
	(in thousands)				(in thousands)
Fixed maturities:
Corporate securities	$	-		$ -	$	1,200	$		1,182
Asset-backed securities………………………………………………….		16,074		17,525		18,903			20,647
Commercial mortgage-backed securities		4,950		5,180		4,924			5,108
Total fixed maturities	$	21,024		$ 22,705	$	25,027	$		26,937
Total trading account assets	$	21,024		$ 22,705	$	25,027	$		26,937

The net change in unrealized gains (losses) from trading account assets still held at period end, recorded within “Asset administration fees” were ($0.2) million and $3 million during year ended December 31, 2010 and 2009, respectively.

B-16

3. INVESTMENTS (continued)

Commercial Mortgage Loans

The Company’s commercial mortgage loans are comprised as follows at December 31:

	2010			2009
	Amount (in thousands)	% of Total		Amount (in thousands)		% of Total
Commercial mortgage loans by property type
Industrial buildings	$ 226,174	17.4	%		$ 200,168	18.6	%
Retail stores	438,072	33.8	%		336,699	31.3	%
Apartments/Multi-family	203,749	15.7	%		159,669	14.9	%
Office buildings	208,699	16.1	%		164,412	15.3	%
Hospitality	57,409	4.4	%		58,714	5.5	%
Other	85,133	6.6	%		85,729	8.0	%

Total commercial mortgage loans	1,219,236	94.0	%		1,005,391	93.6	%
Agricultural properties	77,214	6.0	%		68,697	6.4	%
Total commercial mortgage and agricultural loans	1,296,450	100.0	%		1,074,088	100.0	%
Valuation allowance	(21,428)				(25,742)


Total net commercial mortgage and agricultural loans	1,275,022				1,048,346
Total other uncollaterized loans	-				-
Total commercial mortgage and other loans	$ 1,275,022				$ 1,048,346

The commercial loans are geographically dispersed throughout the United States with the largest concentrations in California (20%) and New Jersey (13%) at December 31, 2010.

Activity in the allowance for losses for all commercial loans, for the years ended December 31, is as follows:

	2010		2009	2008
		(in thousands)
Allowance for losses, beginning of year	$ 25,742		$ 8,173	$ 4,517
Increase/(Decrease) in allowance for losses	(4,314)		17,569	3,656
Allowance for losses, end of year	$ 21,428		$ 25,742	$ 8,173

The following table sets forth the allowance for credit losses and the recorded investment in commercial mortgage and other loans as of December 31, 2010:

			Commercial		Agricultural
			Mortgage		Property
			Loans		Loans		Total
		(in thousands)
Allowance for Credit Losses:
Ending Balance: individually evaluated
	for impairment		$	10,536	$	-	$	10,536
Ending Balance: collectively evaluated
	for impairment			10,471		421		10,892
Total Ending Balance			$	21,007	$	421	$	21,428

Recorded Investment:
Ending balance gross of reserves:
	individually evaluated for impairment		$	38,061	$	-	$	38,061
Ending balance gross of reserves:
	collectively evaluated for impairment			1,181,175		77,214		1,258,389
Total Ending balance, gross of reserves			$	1,219,236	$	77,214	$	1,296,450

B-17

3. INVESTMENTS (continued)

Impaired loans include those loans for which it is probable that amounts due according to the contractual terms of the loan agreement will not all be collected. Impaired commercial mortgage and other loans identified in management’s specific review of probable loan losses and the related allowance for losses at December 31, 2010 are as follows:

Impaired Commercial Mortgage Loans
		Year Ended December 31, 2010

				Unpaid
		Recorded		Principal		Related
		Investment (1)		Balance		Allowance

		(in thousands)
With an allowance recorded:
Commercial mortgage loans:
	Industrial	$	-	$	-	$	-
	Retail		12,555		12,555		2,079
	Office		-		-		-
	Apartments/Multi-Family		-		-		-
	Hospitality		15,844		15,844		7,816
	Other		9,662		9,662		641
Total commercial mortgage loans		$	38,061	$	38,061	$	10,536

(1)	Recorded investment reflects the balance sheet carrying value gross of related allowance.

At December 31, 2010, the Company held no impaired agricultural loans.

Non-performing commercial mortgage and other loans with no allowance for losses are loans in which the fair value of the collateral or the net present value of the loans’ expected future cash flows equals or exceeds the recorded investment. The average recorded investment in non-performing loans before allowance for losses was $38 million and $24 million for 2010 and 2009, respectively. Net investment income recognized on these loans totaled $1 million and $2 million for the years ended December 31, 2010 and 2009, respectively. See Note 2 for information regarding the Company’s accounting policies for non-performing loans.

The following tables set forth the credit quality indicators as of December 31, 2010:

Commercial mortgage loans

		Debt Service Coverage Ratio
		Greater than 2.0X		1.8X to 2.0X		1.5X to <1.8X		1.2X to <1.5X		1.0X to <1.2X		Less than 1.0X		Grand Total

Loan-to-Value Ratio		(in thousands)
0%-49.99%		$	113,353	$	66,295	$	94,130	$	29,678	$	5,957	$	4,211	$	313,624
50%-59.99%			48,665		19,063		34,349		-		8,900		-		110,977
60%-69.99%			97,374		92,211		34,119		104,588		32,743		-		361,035
70%-79.99%			5,000		14,462		21,558		132,812		95,433		2,365		271,630
80%-89.99%			-		-		-		62,323		8,909		17,972		89,204
90%-100%			-		-		-		-		11,216		21,846		33,062
Greater than 100%			-		-		-		3,847		14,198		21,659		39,704
	Total Commercial Mortgage
	Loans	$	264,392	$	192,031	$	184,156	$	332,248	$	177,356	$	68,053	$	1,219,236

B-18

3. INVESTMENTS (continued)
Agricultural loans

		Debt Service Coverage Ratio
		Greater than 2.0X		1.8X to 2.0X		1.5X to <1.8X		1.2X to <1.5X		1.0X to <1.2X		Less than 1.0X		Grand Total

Loan-to-Value Ratio		(in thousands)
0%-49.99%		$	13,368	$	960	$	20,192	$	15,129	$	12,731	$	-	$	62,380
50%-59.99%			-		5,105		-		-		-		-		5,105
60%-69.99%			9,729		-		-		-		-		-		9,729
70%-79.99%			-		-		-		-		-		-		-
80%-89.99%			-		-		-		-		-		-		-
90%-100%			-		-		-		-		-		-		-
Greater than 100%			-		-		-		-		-		-		-
	Total Agricultural
	Loans	$	23,097	$	6,065	$	20,192	$	15,129	$	12,731	$	-	$	77,214
Commercial mortgage and agricultural loans

		Debt Service Coverage Ratio
		Greater than 2.0X		1.8X to 2.0X		1.5X to <1.8X		1.2X to <1.5X		1.0X to <1.2X		Less than 1.0X		Grand Total

Loan-to-Value Ratio		(in thousands)
0%-49.99%		$	126,721	$	67,255	$	114,322	$	44,807	$	18,688	$	4,211	$	376,004
50%-59.99%			48,665		24,168		34,349		-		8,900		-		116,082
60%-69.99%			107,103		92,211		34,119		104,588		32,743		-		370,764
70%-79.99%			5,000		14,462		21,558		132,812		95,433		2,365		271,630
80%-89.99%			-		-		-		62,323		8,909		17,972		89,204
90%-100%			-		-		-		-		11,216		21,846		33,062
Greater than 100%			-		-		-		3,847		14,198		21,659		39,704
	Total Commercial Mortgage and
	Agricultural Loans	$	287,489	$	198,096	$	204,348	$	348,377	$	190,087	$	68,053	$	1,296,450

B-19

3. INVESTMENTS (continued)

The following table provides an aging of past due commercial mortgage and other loans as of December 31, 2010:

		As of December 31, 2010
															Total
									Greater		Greater				Commercial
									Than 90		Than 90				Mortgage
				30-59 Days		60-89 Days			Day -		Day - Not		Total Past		and other
		Current		Past Due		Past Due			Accruing		Accruing		Due		Loans

		(in thousands)
Commercial mortgage loans:
	Industrial	$	226,175	$	-	$	-		$	-	$	-	$	-	$	226,175
	Retail		425,516		12,555		-			-		-		12,555		438,071
	Office		208,699		-		-			-		-		-		208,699
	Multi-Family/Apartment		203,748		-		-			-		-		-		203,748
	Hospitality		57,410		-		-			-		-		-		57,410
	Other		75,471		-		-			-		9,662		9,662		85,133
Total commercial mortgage loans		$	1,197,019	$	12,555	$	-		$	-	$	9,662	$	22,217	$	1,219,236

Agricultural property loans		$	77,214	$	-		$		$		$	-	$	-	$	77,214
Total		$	1,274,233	$	12,555	$	-	-	$	-	$	9,662	$	22,217	$	1,296,450

See Note 2 for further discussion regarding nonaccrual status loans.

The following table sets forth commercial mortgage and other loans on nonaccrual status as of December 31:

		2010

		(in thousands)
Commercial mortgage loans:
	Industrial	$	-
	Retail		12,555
	Office		-
	Multi-Family/Apartment		-
	Hospitality		15,844
	Other		9,662
Total commercial mortgage loans		$	38,061

Other Long term Investments

“Other long-term investments” are comprised as follows at December 31:

	2010	2009
	(in thousands)
Company’s investment in Separate accounts	$ 29,827	$ 34,558
Joint ventures and limited partnerships	86,972	39,113
Derivatives (1)	15,195	-
Total other long- term investments	$ 131,994	$ 73,671

(1)	Derivative balance of ($20.5) million at December 31, 2009 was reclassed to Other Liabilities.

B-20

3. INVESTMENTS (continued)

Net Investment Income

Net investment income for the years ended December 31, was from the following sources:

		2010		2009		2008
		(in thousands)
Fixed maturities, available for sale	$	313,036	$	306,535	$	269,498
Equity securities, available for sale		1,005		1,966		2,230
Trading account assets		1,156		1,086		283
Commercial mortgage loans		71,541		60,575		49,786
Policy loans		55,599		53,934		53,073
Short-term investments and cash equivalents		918		2,407		10,142
Other long-term investments		11,552		(6,700)		(3,694)

Gross investment income		454,807		419,803		381,318
Less investment expenses		(16,563)		(13,763)		(17,567)

Net investment income	$	438,244	$	406,040	$	363,751

Carrying value for non-income producing assets included in fixed maturities totaled $14.2 million and $15.5 million as of December 31, 2010 and December 31, 2009, respectively. Non-income producing assets represent investments that have not produced income for the twelve months preceding December 31, 2010.

Realized Investment Gains (Losses), Net

Realized investment gains (losses), net, for the years ended December 31, were from the following sources:

		2010		2009		2008
		(in thousands)

Fixed maturities	$	30,790	$	(33,813)	$	(50,358)
Equity securities		(166)		(837)		(22)
Commercial mortgage loans		1,379		(17,568)		(3,656)
Joint ventures and limited partnerships		-		(731)		-
Derivatives		78,577		(416,318)		260,027
Other		54		83		215

Realized investment gains/(losses), net	$	110,634	$	(469,184)	$	206,206

Net Unrealized Investment Gains (Losses)

Net unrealized investment gains and losses on securities classified as “available for sale” and certain other long-term investments and other assets are included in the Consolidated Statements of Financial Position as a component of “Accumulated other comprehensive income (loss),” or “AOCI.” Changes in these amounts include reclassification adjustments to exclude from “Other comprehensive income (loss)” those items that are included as part of “Net income” for a period that had been part of “Other comprehensive income (loss)” in earlier periods. The amounts for the periods indicated below, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized, and all other net unrealized investment gains and losses, are as follows:

B-21

3. INVESTMENTS (continued)

Net Unrealized Investment Gains and Losses on Fixed Maturity Securities on which an OTTI loss has been recognized

	Net Unrealized Gains (Losses) On Investments		Deferred Policy Acquisition Costs and Other Costs		Policy Holder Account Balances		Deferred Income Tax (Liability) Benefit			Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2008		$ -		-		$ -			$ -			$ -
Cumulative impact of the adoption of new authoritative guidance on January 1, 2009		(19,184)		1,446		-			6,208			(11,530)
Net investment gains (losses) on investments arising during the period		26,718		-		-			(9,431)			17,287
Reclassification adjustment for OTTI losses included in net income		9,704		-		-			(3,426)			6,278
Reclassification adjustment for OTTI losses excluded from net income (1)		(43,123)		-		-			15,222			(27,901)
Impact of net unrealized investment (gains) losses on deferred policy acquisition costs		-		17,429		-			(6,152)			11,277
Impact of net unrealized investment (gains) losses on Policyholder account balance		-		-		(8,037)			2,837			(5,200)

Balance, December 31, 2009	$	(25,885)	$	18,875	$	(8,037)		$	5,258		$	(9,789)
Net investment gains (losses) on investments arising during the period		(6,744)		-		-			2,359			(4,385)
Reclassification adjustment for OTTI losses included in net income		7,954		-		-			(2,784)			5,170
Reclassification adjustment for OTTI losses excluded from net income (1)		(29)		-		-			10			(19)
Impact of net unrealized investment (gains) losses on deferred policy acquisition and other costs		-		(2,620)		-			917			(1,703)
Impact of net unrealized investment (gains) losses on policyholders’ account balances		-		-		908			(317)			591

Balance, December 31, 2010	$	(24,704)	$	16,255	$	(7,129)		$	5,443		$	(10,135)

(1)	Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings for securities with no prior OTTI loss.

All Other Net Unrealized Investment Gains and Losses in AOCI

	Net Unrealized Gains (Losses) On Investments(1)		Deferred Policy Acquisition Costs and Other Costs		Policy Holder Account Balances		Deferred Income Tax (Liability) Benefit		Accumulated Other Comprehensive Income (Loss) Related To Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance, December 31, 2007	$	43,960	$	(25,019)	$	10,358	$	(12,063)		$	17,236

Net investment gains (losses) on investments arising during the period		(325,480)		-		-		113,648			(211,832)
Reclassification adjustment for gains (losses) included in net income		(50,380)		-		-		17,633			(32,747)
Impact of net unrealized investment (gains) losses on deferred policy acquisition and other costs		-		264,616		-		(92,616)			172,000
Impact of net unrealized investment (gains) losses on policyholders’ account balances		-		-		(126,068)		44,124			(81,944)
Balance, December 31, 2008	$	(331,900)	$	239,597	$	(115,710)	$	70,726		$	(137,287)

Cumulative impact of the adoption of new authoritative guidance on January 1, 2009		(12,856)		538		-		4,311			(8,007)
Net investment gains (losses) on investments arising during the period		513,845		-		-		(179,846)			333,999

B-22

Reclassification adjustment for (gains) losses included in net income		24,946		-		-		(8,731)		16,215
Reclassification adjustment for OTTI losses excluded from net income (2)		43,123		-		-		(15,093)		28,030
Impact of net unrealized investment (gains) losses on deferred policy acquisition and other costs		-		(407,199)		-		144,673		(262,526)
Impact of net unrealized investment (gains) losses on policyholders’ account balances		-		-		176,541		(61,788)		114,753
Balance, December 31, 2009	$	237,158	$	(167,064)	$	60,831	$	(45,748)	$	85,177
Net investment gains (losses) on investments arising during the period		124,639		-		-		(43,622)		81,017
Reclassification adjustment for (gains) losses included in net income		38,578		-		-		(13,501)		25,077
Reclassification adjustment for OTTI losses excluded from net income (2)		29		-		-		(10)		19
Impact of net unrealized investment (gains) losses on deferred policy acquisition and other costs		-		(63,685)		-		22,291		(41,394)
Impact of net unrealized investment (gains) losses on policyholders’ account balances		-		-		32,198		(11,268)		20,930
Balance, December 31, 2010	$	400,404	$	(230,749)	$	93,029	$	(91,858)	$	170,826

(1)	Includes cash flow hedges. See Note 11 for information on cash flow hedges.

(2)	Represents “transfers out” related to the portion of OTTI losses recognized during the period that were not recognized in earnings for securities with no prior OTTI loss.

The table below presents net unrealized gains (losses) on investments by asset class at December 31:

	2010		2009
	( in thousands)
Fixed maturity securities on which an OTTI loss has been recognized	$	(24,704)	$	(25,885)
Fixed maturity securities, available for sale – all other		365,178		210,581
Equity securities, available for sale		1,443		310
Derivatives designated as cash flow hedges(1)		808		(2,974)
Other investments		32,975		29,241

Net unrealized gain/(losses) on investments	$	375,700	$	211,273

(1) See Note 11 for more information on cash flow hedges.

Duration of Gross Unrealized Loss Positions for Fixed Maturities

The following table shows the fair value and gross unrealized losses aggregated by investment category and length of time that individual fixed maturity securities have been in a continuous unrealized loss position, as of the dates indicated:

	December 31, 2010
		Less than twelve months (1)				Twelve months or more				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
		(in thousands)
Fixed maturities, available for sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies		$	9,075	$	43	$	-	$	-	$	9,075	$	43
Obligations of U.S. states and their political subdivisions			20,662		1,063		-		-		20,662		1,063
Foreign government bonds			152		-		-		-		152		-
Corporate securities			330,322		9,606		51,283		3,860		381,605		13,466
Asset-backed securities			23,625		189		95,622		29,888		119,247		30,077
Commercial mortgage-backed securities			14,375		247		-		-		14,375		247
Residential mortgage-backed securities			3,406		57		5,934		137		9,340		194
Total		$	401,617	$	11,205	$	152,839	$	33,885	$	554,456	$	45,090

B-23

3. INVESTMENTS (continued)

	December 31, 2009
		Less than twelve months				Twelve months or more (1)				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
		(in thousands)
Fixed maturities, available for sale
U.S. Treasury securities and obligations of U.S. government authorities and agencies		$	20,888	$	459	$	-	$	-	$	20,888	$	459
Obligations of U.S. states and their political subdivisions			15,752		922		-		-		15,752		922
Foreign government bonds			6,719		272		85		15		6,804		287
Corporate securities			521,900		9,918		218,362		16,436		740,262		26,354
Asset-backed securities			32,045		7,055		113,323		32,549		145,368		39,604
Commercial mortgage-backed securities			120,153		1,639		76,082		2,992		196,235		4,631
Residential mortgage-backed securities			42,560		1,097		6,819		546		49,379		1,643
Total		$	760,017	$	21,362	$	414,671	$	52,538	$	1,174,688	$	73,900

(1) The month count for aging of unrealized losses was reset back to historical unrealized loss month counts for securities impacted by the adoption of new authoritative guidance related to other-than-temporary impairments of debt securities on January 1, 2009.

The gross unrealized losses at December 31, 2010 and 2009 are composed of $23 million and $28 million related high or highest quality securities based on NAIC or equivalent rating and $22 million and $46 million, respectively related to other than high or highest quality securities based on NAIC or equivalent rating. At December 31, 2010, $27 million of the gross unrealized losses represented declines in value of greater than 20%, none of which had been in that position for less than six months, as compared to $39 million at December 31, 2009 that represented declines in value of greater than 20%, $4 million of which had been in that position for less than six months. At December 31, 2010 and December 31, 2009, the $34 million and $53 million respectively, of gross unrealized losses of twelve months or more were concentrated in asset backed securities, and in the utilities and transportation sectors of the Company’s corporate securities. In accordance with its policy described in Note 2, the Company concluded that an adjustment to earnings for other-than-temporary impairments for these securities was not warranted at December 31, 2010 or 2009. These conclusions are based on a detailed analysis of the underlying credit and cash flows on each security. The gross unrealized losses are primarily attributable to credit spread widening and increased liquidity discounts. At December 31, 2010, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before the anticipated recovery of its remaining amortized cost basis.

Duration of Gross Unrealized Loss Positions for Equity Securities

The following table shows the fair value and gross unrealized losses aggregated by length of time that individual equity securities have been in a continuous unrealized loss position, as of the following dates:

	December 31, 2010
		Less than twelve months				Twelve months or more				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
		(in thousands)
Equity Securities, available for sale		$	6,606	$	1,750	$	1,536	$	159	$	8,142	$	1,909

	December 31, 2009
		Less than twelve months				Twelve months or more				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
		(in thousands)
Equity Securities, available for sale		$	6,728	$	521	$	5,839	$	832	$	12,567	$	1,353

At December 31, 2010, $2 million of the gross unrealized losses represented declines of greater than 20%, all of which have been in that position for less than six months. At December 31, 2009, $135 thousand of the gross unrealized losses represented declines of greater than 20%, all of which had been in that position for less than six months. Perpetual preferred securities have characteristics of both debt and equity securities. Since an impairment model similar to fixed maturity securities is applied to these securities, an other-than-temporary impairment has not been recognized on certain perpetual preferred securities that have been in a continuous unrealized loss position for twelve months or more as of December 31, 2010 and 2009. In accordance with its policy described in Note 2, the Company concluded that an adjustment for other-than-temporary impairments for these equity securities was not warranted at December 31, 2010 or 2009.

B-24

3. INVESTMENTS (continued)

Securities Pledged and Special Deposits

The Company pledges as collateral investment securities it owns to unaffiliated parties through certain transactions, including securities lending, securities sold under agreements to repurchase and futures contracts. At December 31, the carrying value of investments pledged to third parties as reported in the Consolidated Statements of Financial Position included the following:

	2010		2009
	( in thousands)
Fixed maturity securities, available for sale – all other		76,981		199,852

Total securities pledged	$	76,981	$	199,852

As of December 31, 2010, the carrying amount of the associated liabilities supported by the pledged collateral was $80 million. Of this amount, $3 million was “Securities sold under agreements to repurchase” and $77 million was “Cash collateral for loaned securities. As of December 31, 2009, the carrying amount of the associated liabilities supported by the pledged collateral was $208 million. Of this amount, $12 million was “Securities sold under agreements to repurchase” and $196 million was “Cash collateral for loaned securities.”

Fixed maturities of $4 million at December 31, 2010 and December 31, 2009 were on deposit with governmental authorities or trustees as required by certain insurance laws.

4. DEFERRED POLICY ACQUISITION COSTS

The balances of and changes in deferred policy acquisition costs as of and for the years ended December 31, are as follows:

	2010	2009	2008
		(in thousands)
Balance, beginning of year	$2,483,494	$2,602,085	$2,174,315
Capitalization of commissions, sales and issue expenses	1,059,823	545,418	471,771
Amortization	(93,125)	(294,286)	(308,617)
Change in unrealized investment gains/(losses)	(72,635)	(369,723)	264,616
Balance, end of year	3,377,557	$2,483,494	$2,602,085

Deferred acquisition costs include reductions in capitalization and amortization related to reinsurance expense allowances resulting from the coinsurance treaties with Prudential Arizona Reinsurance Captive Company, or “PARCC,” Prudential Arizona Reinsurance Term Company, or “PAR TERM” and Prudential Arizona Reinsurance III Company, or “PAR III”, as discussed in Note 13 to the Consolidated Financial Statements.

Ceded capitalization amounted to $220 million, $220 million and $126 million in 2010, 2009 and 2008, respectively. Ceded amortization amounted to $67 million, $53 million and $22 million in 2010, 2009 and 2008, respectively.

5. POLICYHOLDERS’ LIABILITIES

Future Policy Benefits

Future policy benefits at December 31, are as follows:


	2010	2009
	(in thousands)
Life insurance – domestic	$ 2,690,544	$ 2,195,902
Life insurance – Taiwan	939,159	786,044
Individual and group annuities	57,313	54,241
Policy claims and other contract liabilities	(359,467)	109,333
Total future policy benefits	$ 3,327,549	$ 3,145,520

Life insurance liabilities include reserves for death benefits and other policy benefits. Individual and Group annuity liabilities include reserves for annuities with life contingencies that are in payout status.

Future policy benefits for domestic and Taiwan individual non-participating traditional life insurance policies are generally equal to the aggregate of (1) the present value of future benefit payments and related expenses, less the present value of future net premiums, and (2) any premium deficiency reserves. Assumptions as to mortality and persistency are based on the Company’s experience, and in certain instances, industry experience, when the basis of the reserve is established. Interest rates range from 2.50% to 8.25% for setting domestic insurance reserves and 6.18% to 7.43% for setting Taiwan reserves.

B-25

5. POLICYHOLDERS’ LIABILITIES (continued)

Future policy benefits for individual and group annuities and supplementary contracts are generally equal to the aggregate of (1) the present value of expected future payments, and (2) any premium deficiency reserves. Assumptions as to mortality are based on the Company’s experience, and in certain instances, industry experience, when the basis of the reserve is established. The interest rates used in the determination of present values range from 1.32% to 14.75%, with approximately 15.44% of the reserves based on an interest rate in excess of 8.00%. The interest rate used in the determination of group annuities reserves is 14.75%.

Future policy benefits for other contract liabilities are generally equal to the present value of expected future payments based on the Company’s experience. The interest rates used in the determination of the present values range from 0.77% to 6.21%.

Policyholders’ Account Balances

Policyholders’ account balances at December 31, are as follows:


	2010	2009
	(in thousands)

Interest-sensitive life contracts	$ 4,320,045	$ 3,954,459
Individual annuities	1,869,965	2,172,332
Guaranteed interest accounts	841,268	274,434
Other	477,891	393,496
Total policyholders’ account balances	$ 7,509,169	$ 6,794,721

Policyholders’ account balances represent an accumulation of account deposits plus credited interest less withdrawals, expenses and mortality charges, if applicable. Interest crediting rates range from 3.00% to 5.00% for interest-sensitive contracts. Interest crediting rates for individual annuities may range from 1.00 % to 9.00 % with 0.00 % of policyholders’ account balances with interest crediting rates in excess of 8.00%. Interest crediting rates for guaranteed interest accounts range from 1.00 % to 6.00 %. Interest crediting rates range from 1.00 % to 8.00 % for other.

6. REINSURANCE

The Company participates in reinsurance with its affiliates Prudential Insurance, Prudential of Taiwan, Prudential Arizona Reinsurance Captive Company, or “PARCC”, Universal Prudential Arizona Reinsurance Company, or “UPARC”, Pruco Reinsurance Ltd., or “Pruco Re”, Prudential Arizona Reinsurance III Company, or “PAR III”, and Prudential Arizona Reinsurance Term Company, or “PAR TERM”, in order to provide risk diversification, additional capacity for future growth and limit the maximum net loss potential. Life reinsurance is accomplished through various plans of reinsurance, primarily yearly renewable term and coinsurance. Reinsurance ceded arrangements do not discharge the Company as the primary insurer. Ceded balances would represent a liability of the Company in the event the reinsurers were unable to meet their obligations to the Company under the terms of the reinsurance agreements. The likelihood of a material reinsurance liability resulting from such an inability of the reinsurers to meet their obligation is considered to be remote.

The Company has entered into various reinsurance agreements with an affiliate, Pruco Re, to reinsure its living benefit features sold on certain of its annuities as part of its risk management and capital management strategies. For additional details on these agreements, see Note 13.

Reinsurance premiums, commissions, expense reimbursements, benefits and reserves related to reinsured long-duration contracts are accounted for over the life of the underlying reinsured contracts using assumptions consistent with those used to account for the underlying contracts. Amounts recoverable from reinsurers, for long duration reinsurance arrangements, are estimated in a manner consistent with the claim liabilities and policy benefits associated with the reinsured policies. The affiliated reinsurance agreements are described further in Note 13 of the Consolidated Financial Statements.

Reinsurance amounts included in the Consolidated Statements of Operations and Comprehensive Income for the years December 31, are as follows:

	2010		2009	2008
	(in thousands)
Gross premiums and policy charges and fee income		$ 2,092,147	$ 1,896,683	$ 1,717,526
Reinsurance ceded		(1,436,704)	(1,171,957)	(954,583)
Net premiums and policy charges and fee income		$ 655,443	$ 724,726	$ 762,943

Policyholders’ benefits ceded		$ 678,782	$ 515,539	$ 496,280
Realized capital (losses)/gains net, associated with derivatives		$ (497,195)	$ (1,183,687)	$ 1,059,476

Reinsurance premiums ceded for interest-sensitive products are accounted for as a reduction of policy charges and fee income.

Reinsurance premiums ceded for term insurance products are accounted for as a reduction of premiums.

B-26

6. REINSURANCE (continued)

In 2009, reinsurance ceded included a $17 million expense due to an underpayment to an affiliate in prior periods and in 2008 reinsurance ceded included a $49 million benefit due to an overpayment to an affiliate in prior periods.

Realized investment gains and losses include the reinsurance of certain of the Company’s embedded derivatives. Changes in the fair value of the embedded derivatives are recognized through “Realized investment gains”. The Company has entered into reinsurance agreements to transfer the risk related to certain living benefit options on variable annuities to Pruco Re. The Company also sells certain universal life products that contain a no-lapse guarantee provision. The Company excluding its subsidiaries, entered into an agreement with UPARC (See Note 13 to the Consolidated Financial Statements) to reinsure these guarantees. These reinsurance agreements are derivatives and have been accounted for in the same manner as an embedded derivative.

Reinsurance recoverables included in the Company’s Consolidated Statements of Financial Position at December 31, were as follows:

	2010	2009
	(in thousands)
Domestic life insurance – affiliated	$ 1,780,911	$ 1,606,000
Domestic life insurance - unaffiliated	239	4,050
Taiwan life insurance-affiliated	946,011	786,045
	$ 2,727,161	$ 2,396,095

Substantially all reinsurance contracts are with affiliates as of December 31, 2010 and 2009. These contracts are described further in Note 13 of the Consolidated Financial Statements.

The gross and net amounts of life insurance in- force as December 31st, were as follows:

	2010	2009	2008
		(in thousands)

Gross life insurance in force	$ 546,708,450	$ 517,012,733	$ 450,675,048
Reinsurance ceded	(492,314,245)	(465,245,943)	(405,820,776)
Net life insurance in force	$ 54,394,205	$ 51,766,790	$ 44,854,272

7. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS

The Company issues traditional variable annuity contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholder. The Company also issues variable annuity contracts with general and separate account options where the Company contractually guarantees to the contractholder a return of no less than (1) total deposits made to the contract less any partial withdrawals (“return of net deposits”), (2) total deposits made to the contract less any partial withdrawals plus a minimum return (“minimum return”), or (3) the highest contract value on a specified date minus any withdrawals (“contract value”). These guarantees include benefits that are payable in the event of death, annuitization or at specified dates during the accumulation period and withdrawal and income benefits payable during specified periods.

The Company also issues annuity contracts with market value adjusted investment options (“MVAs”), which provide for a return of principal plus a fixed rate of return if held to maturity, or, alternatively, a “market adjusted value” if surrendered prior to maturity or if funds are allocated to other investment options. The market value adjustment may result in a gain or loss to the Company, depending on crediting rates or an indexed rate at surrender, as applicable.

In addition, the Company issues variable life, variable universal life and universal life contracts where the Company contractually guarantees to the contractholder a death benefit even when there is insufficient value to cover monthly mortality and expense charges, whereas otherwise the contract would typically lapse (“no lapse guarantee”). Variable life and variable universal life contracts are offered with general and separate account options similar to variable annuities.

The assets supporting the variable portion of both traditional variable annuities and certain variable contracts with guarantees are carried at fair value and reported as “Separate account assets” with an equivalent amount reported as “Separate account liabilities.” Amounts assessed against the contractholders for mortality, administration, and other services are included within revenue in “Policy charges and fee income” and changes in liabilities for minimum guarantees are generally included in “Policyholders’ benefits.” In 2010, 2009 and 2008 there were no gains or losses on transfers of assets from the general account to a separate account.

B-27

7.	CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)

For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. The Company’s primary risk exposures for these contracts relates to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including equity market returns, contract lapses and contractholder mortality.

For guarantees of benefits that are payable at annuitization, the net amount at risk is generally defined as the present value of the minimum guaranteed annuity payments available to the contractholder determined in accordance with the terms of the contract in excess of the current account balance. The Company’s primary risk exposures for these contracts relates to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including equity market returns, timing of annuitization, contract lapses and contractholder mortality.

For guarantees of benefits that are payable at withdrawal, the net amount at risk is generally defined as the present value of the minimum guaranteed withdrawal payments available to the contractholder determined in accordance with the terms of the contract in excess of the current account balance. For guarantees of accumulation balances, the net amount at risk is generally defined as the guaranteed minimum accumulation balance minus the current account balance. The Company’s primary risk exposures for these contracts relates to actual deviations from, or changes to, the assumptions used in the original pricing of these products, including equity market returns, interest rates, market volatility or contractholder behavior used in the original pricing of these products.

The Company’s contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts listed may not be mutually exclusive. The liabilities related to the net amount at risk are reflected within “Future policy benefits.” As of December 31, 2010 and 2009, the Company had the following guarantees associated with these contracts, by product and guarantee type:

	December 31, 2010		December 31, 2009
		At Annuitization / Accumulation (1)		At Annuitization / Accumulation (1)
	In the Event of Death	At Annuitization / Accumulation (1)	In the Event of Death	At Annuitization / Accumulation (1)
Variable Annuity Contracts	( in thousands)		( in thousands)

Return of Net Deposits
Account value	$23,853,223	N/A	$9,277,670	N/A
Net amount at risk	$112,961	N/A	$275,876	N/A
Average attained age of contractholders	60 years	N/A	61 years	N/A

Minimum return or contract value
Account value	$12,334,087	$29,079,105	$9,397,969	$12,015,386
Net amount at risk	$1,725,293	$847,993	$2,255,244	$773,487
Average attained age of contractholders	66 years	60 years	66 years	62 years
Average period remaining until earliest expected annuitization	N/A	1.24 years	N/A	2.21 years
(1) Includes income and withdrawal benefits as described herein
Market value adjusted annuities	Unadjusted Value	Adjusted Value	Unadjusted Value	Adjusted Value
Account value	$738,349	$744,269	$180,099	$187,867



	December 31, 2010	December 31, 2009
	In the Event of Death
Variable Life, Variable Universal Life and Universal Life Contracts	(in thousands)

No Lapse Guarantees
Separate account value	$2,391,911	$2,157,765
General account value	$1,789,570	$1,517,912
Net amount at risk	$51,499,882	$49,987,909
Average attained age of contractholders	51 years	50 years

B-28

7. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)

Account balances of variable annuity contracts with guarantees were invested in separate account investment options as follows:


	December 31, 2010	December 31, 2009
	(in thousands)

Equity funds	$ 20,486,317	$ 10,489,477
Bond funds	11,185,349	3,743,443
Money market funds	2,035,929	2,221,208
Total	$ 33,707,595	$ 16,454,128

In addition to the above mentioned amounts invested in separate account investment options, $2.480 billion and $2.222 billion of account balances of variable annuity contracts with guarantees, inclusive of contracts with MVA feature, were invested in general account investment options in 2010 and 2009, respectively.

Liabilities for Guaranteed Benefits

The table below summarizes the changes in general account liabilities for guarantees on variable contracts. The liabilities for guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”) are included in “Future policy benefits” and the related changes in the liabilities are included in “Policyholders’ benefits.” Guaranteed minimum income and withdrawal benefits (“GMIWB”), guaranteed minimum withdrawal benefits (“GMWB”) and guaranteed minimum accumulation benefits (“GMAB”) features are considered to be bifurcated embedded derivatives and are recorded at fair value. Changes in the fair value of these derivatives, including changes in the Company’s own risk of non-performance, along with any fees attributed or payments made relating to the derivative, are recorded in “Realized investment gains (losses), net.” See Note 10 for additional information regarding the methodology used in determining the fair value of these embedded derivatives. The liabilities for GMAB, GMWB and GMIWB are included in “Future policy benefits.”

	GMDB		GMIB	GMIWB -GMAB	Total
	Variable Annuity	Variable Life, Variable Universal Life & Universal Life	Variable Annuity
	(in thousands)
Balance as of December 31, 2007	$ 35,671	$ 55,184	$ 8,905	$ 35,233	$ 134,993
Incurred guarantee benefits (1)	162,244	32,311	32,112	759,407	986,074
Paid guarantee benefits	(35,346)	(756)	-	-	(36,102)
Balance as of December 31, 2008	$162,569	$ 86,739	$ 41,017	$ 794,640	$1,084,965
Incurred guarantee benefits (1)	(13,709)	63,694	(14,478)	(812,179)	(776,672)
Paid guarantee benefits	(68,937)	(7,262)	-	-	(76,199)
Balance as of December 31, 2009	$ 79,923	$ 143,171	$ 26,539	$ (17,539)	$ 232,094
Incurred guarantee benefits (1)	5,522	18,496	361	(435,284)	(410,905)
Paid guarantee benefits	(36,616)	(560)	(182)	-	(37,358)
Balance as of December 31, 2010	$ 48,829	$ 161,107	$ 26,718	$ (452,823)	$(216,169)

(1) Incurred guarantee benefits include the portion of assessments established as additions to reserves as well as changes in estimates affecting the reserves. Also includes changes in the fair value of features considered to be embedded derivatives.

The GMDB liability is determined each period end by estimating the accumulated value of a portion of the total assessments to date less the accumulated value of the death benefits in excess of the account balance. The GMIB liability is determined each period by estimating the accumulated value of a portion of the total assessments to date less the accumulated value of the projected income benefits in excess of the account balance. The portion of assessments used is chosen such that, at issue (or, in the case of acquired contracts, at the acquisition date), the present value of expected death benefits or expected income benefits in excess of the projected account balance and the portion of the present value of total expected assessments over the lifetime of the contracts are equal. The Company regularly evaluates the estimates used and adjusts the GMDB and GMIB liability balances, with an associated charge or credit to earnings, if actual experience or other evidence suggests that earlier assumptions should be revised.

The GMAB features provide the contractholder with a guaranteed return of initial account value or an enhanced value if applicable. The most significant of the Company’s GMAB features are the guaranteed return option (“GRO”) features, which includes an asset transfer feature that reduces the Company’s exposure to these guarantees. The GMAB liability is calculated as the present value of future expected payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature.

B-29

7.	CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)

The GMWB features provide the contractholder with a guaranteed remaining balance if the account value is reduced to zero through a combination of market declines and withdrawals. The guaranteed remaining balance is generally equal to the protected value under the contract, which is initially established as the greater of the account value or cumulative deposits when withdrawals commence, less cumulative withdrawals. The contractholder also has the option, after a specified time period, to reset the guaranteed remaining balance to the then-current account value, if greater. The GMWB liability is calculated as the present value of future expected payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature.

The GMIWB features, taken collectively, provides a contractholder two optional methods to receive guaranteed minimum payments over time, a “withdrawal” option or an “income” option. The withdrawal option (which is available under only one of the Company's GMIWBs) guarantees that a contract holder can withdraw an amount each year until the cumulative withdrawals reach a total guaranteed balance. The income option (which varies among the Company's GMIWBs) in general guarantees the contract holder the ability to withdraw an amount each year for life (or for joint lives, in the case of any spousal version of the benefit) where such amount is equal to a percentage of a protected value under the benefit. The contractholder also has the potential to increase this annual amount, based on certain subsequent increases in account value that may occur. Certain GMIWB features include an asset transfer feature that reduces the Company’s exposure to these guarantees. The GMIWB liability is calculated as the present value of future expected payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature.

As part of its risk management strategy, the Company limits its exposure to these risks through a combination of product design elements, such as an asset transfer feature, and affiliated reinsurance agreements. The asset transfer feature included in the design of certain optional living benefits transfers assets between the variable investments selected by the annuity contractholder and, depending on the benefit feature, a fixed rate account in the general account or a bond portfolio within the separate account. The transfers are based on the static mathematical formula, used with the particular optional benefit, which considers a number of factors, including the impact of investment performance of the contractholder total account value. In general, negative investment performance may result in transfers to a fixed-rate account in the general account or a bond portfolio within the separate account, and positive investment performance may result in transfers back to contractholder-selected investments. Other product design elements utilized for certain products to manage these risks include asset allocation restrictions and minimum purchase age requirements. For risk management purposes the Company segregates the variable annuity living benefit features into those that include the asset transfer feature including certain GMIWB riders and certain GMAB riders that feature the GRO policyholder benefits; and those that do not include the asset transfer feature, including certain legacy GMIWB, GMWB, GMAB and GMIB riders. Living benefit riders that include the asset transfer feature also include GMDB riders, and as such the GMDB risk in these riders also benefits from the asset transfer feature

Sales Inducements

These inducements include: (1) a bonus whereby the policyholder’s initial account balance is increased by an amount equal to a specified percentage of the customer’s initial deposit and (2) additional credits after a certain number of years a contract is held. Changes in deferred sales inducements, reported as “Interest credited to policyholders’ account balances”, are as follows:

The Company defers sales inducements and amortizes them over the life of the policy using the same methodology and assumptions used to amortize deferred policy acquisition costs. These deferred sales inducements are included in “Other Assets” in the Company’s Statements of Financial Position. The Company offers various types of sales inducements. These inducements include: (1) a bonus whereby the policyholder’s initial account balance is increased by an amount equal to a specified percentage of the customer’s initial deposit and (2) additional credits after a certain number of years a contract is held. Changes in deferred sales inducements, reported as “Interest credited to policyholders’ account balances,” are as follows:

	2010	2009	2008
		((in thousands)
Balance, beginning of year	$ 296,341	$ 269,310	$ 215,057
Capitalization	246,006	94,526	71,899
Amortization	(10,734)	(47,565)	(17,646)
Change in unrealized investment gains and (losses)	6,330	(19,930)	-
Balance, end of year	$ 537,943	$ 296,341	$ 269,310

8.	STATUTORY NET INCOME AND SURPLUS AND DIVIDEND RESTRICTIONS

The Company is required to prepare statutory financial statements in accordance with accounting practices prescribed or permitted by the Arizona Department of Insurance. Statutory accounting practices primarily differ from GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions and valuing investments, deferred taxes, and certain assets on a different basis.

Statutory net income (loss) for the Company amounted to $277 million, $167 million, and ($566) million for the years ended December 31, 2010, 2009, and 2008, respectively. Statutory surplus of the Company amounted to $1,218 million and $909 million at December 31, 2010 and 2009, respectively.

B-30

8. STATUTORY NET INCOME AND SURPLUS AND DIVIDEND RESTRICTIONS

The Company prepares its statutory financial statements in accordance with accounting practices prescribed or permitted by the Arizona Department of Insurance. Prescribed statutory accounting practices include publications of the NAIC, state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed.

The Company is subject to Arizona law, which limits the amount of dividends that insurance companies can pay to stockholders without approval of the Arizona Department of Insurance. The maximum dividend, which may be paid in any twelve-month period without notification or approval, is limited to the lesser of 10% of statutory surplus as of December 31 of the preceding year or the net gain from operations of the preceding calendar year. Cash dividends may only be paid out of surplus derived from realized net profits. Based on these limitations, there is $122 million capacity to pay a dividend in 2011 without prior approval. In 2008 and 2009, there were neither dividends nor any returns of capital paid by the Company to the parent company. The Company paid a dividend of $100 million in 2010, of which $90 million was considered an ordinary dividend and $10 million was considered an extraordinary dividend.

9. INCOME TAXES

The components of income tax expense (benefit) for the years ended December 31, were as follows:

	2010	2009	2008
	(in thousands)
Current tax expense (benefit):
U.S.	$ 157,318	$ 93,658	$ (126,180)
Total	157,318	93,658	(126,180)


Deferred tax expense (benefit):
U.S.	14,495	(229,618)	191,184
Total	14,495	(229,618)	191,184

Total income tax expense (benefit) on income from operations	$ 171,813	$ (135,960)	$ 65,004
Other comprehensive (loss) income	45,855	111,335	(83,046)
Cumulative effect of changes in accounting policy	-	10,637	-
Total income tax expense (benefit) on continuing operations	$ 217,668	$ (13,988)	$ (18,042)

The Company’s income (loss) from continuing operations before income taxes includes income (loss) from domestic operations of $641.9 million, ($201.8) million and $314.3 million, and no income from foreign operations for the years ended December 31, 2010, 2009 and 2008, respectively.

The Company’s actual income tax expense for the years ended December 31, differs from the expected amount computed by applying the statutory federal income tax rate of 35% to income from continuing operations before income taxes and cumulative effect of accounting change for the following reasons:

	2010	2009	2008
	(in thousands)

Expected federal income tax expense (benefit)	$ 224,658	$ (70,612)	$ 110,015
Non-taxable investment income	(46,577)	(35,900)	(43,914)
Tax credits	(3,469)	(2,270)	(4,974)
Expiration of statute of limitations and related interest	-	(33,812)	-
Other	(2,799)	6,634	3,877
Total income tax expense (benefit) on continuing operations	$ 171,813	$ (135,960)	$ 65,004

B-31

9. INCOME TAXES (continued)

Deferred tax assets and liabilities at December 31, resulted from the items listed in the following table:

	2010	2009
(in thousands)
Deferred tax assets
Insurance reserves	$ 507,852	$ 202,477
Investments	45,654	65,527
Other	1,821	-
Deferred tax assets	$ 555,327	$ 268,004

Deferred tax liabilities
Deferred acquisition costs	$ 920,187	$ 634,229
Net unrealized gains on securities	131,136	74,916
Other	-	11,672
Deferred tax liabilities	1,051,323	720,817

Net deferred tax asset (liability)	$ (495,996)	$ (452,813)

The application of U.S. GAAP requires the Company to evaluate the recoverability of deferred tax assets and establish a valuation allowance if necessary to reduce the deferred tax asset to an amount that is more likely than not expected to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance the Company considers many factors, including: (1) the nature of the deferred tax assets and liabilities; (2) whether they are ordinary or capital; (3) in which tax jurisdictions they were generated and the timing of their reversal; (4) taxable income in prior carryback years as well as projected taxable earnings exclusive of reversing temporary differences and carryforwards; (5) the length of time that carryovers can be utilized in the various taxing jurisdictions; (6) any unique tax rules that would impact the utilization of the deferred tax assets; and (7) any tax planning strategies that the Company would employ to avoid a tax benefit from expiring unused. Although realization is not assured, management believes it is more likely than not that the deferred tax assets, net of valuation allowances, will be realized. The company had no valuation allowance as of December 31, 2010, 2009 and 2008.

Management believes that based on its historical pattern of taxable income, the Company will produce sufficient income in the future to realize its deferred tax assets. Adjustments to the valuation allowance will be made if there is a change in management’s assessment of the amount of deferred tax asset that is realizable.

The Company’s unrecognized tax benefits as of December 31, 2008, 2009 and 2010 are as follows:

	Unrecognized tax benefits prior to 2002			Unrecognized tax benefits 2002 and forward			Total unrecognized tax benefits all years
	(in thousands)
Amounts as of December 31, 2007	$	45,118		$	5,782		$	50,900
Increases in unrecognized tax benefits taken in prior period		—			297			297
(Decreases) in unrecognized tax benefits taken in prior period		—			—			—
Amounts as of December 31, 2008	$	45,118		$	6,079		$	51,197
Increases in unrecognized tax benefits taken in prior period		—			—			—
(Decreases) in unrecognized tax benefits taken in prior period		—			(826	)		(826	)
Settlements with parent		(17,197	)		—			(17,197	)
Settlements with taxing authorities		—			—			—
(Decreases) in unrecognized tax benefits as a result of lapse of the applicable statute of limitations		(26,431)			—			(26,431)
Amounts as of December 31, 2009	$	1,490		$	5,253		$	6,743
Increases in unrecognized tax benefits taken in prior period		-			-			-
(Decreases) in unrecognized tax benefits taken in prior period		-			(5,123)			(5,123)
Amounts as of December 31, 2010	$	1,490		$	130		$	1,620

Unrecognized tax benefits that, if recognized, would favorably impact the effective rate as of December 31, 2008	$	45,118		$	—		$	45,118
Unrecognized tax benefits that, if recognized, would favorably impact the effective rate as of December 31, 2009	$	1,490		$	—		$	1,490
Unrecognized tax benefits that, if recognized, would favorably impact the effective rate as of December 31, 2010	$	1,490			—		$	1,490

B-32

9. INCOME TAXES (continued)

The Company classifies all interest and penalties related to tax uncertainties as income tax expense (benefit). The amounts recognized in the consolidated financial statements for tax-related interest and penalties for the years ended December 31, are as follows:


		2010		2009		2008

		(in thousands)
Interest and penalties recognized in the consolidated statements of operations		$	(1,100)	$	(4,900)	$	1,200
Interest and penalties recognized in liabilities in the consolidated statements of
	financial position	$	0	$	1,100	$	6,000

During 2009, in accordance with the terms of tax sharing agreement with its parent, Prudential Financial, the Company settled $17 million of its contingent tax liability with PFI and was relieved of any future obligation related thereto. The liability is primarily related to tax years prior to 2002. The settlement of this liability was recorded as an increase to additional paid-in-capital.

The Company's liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by the Internal Revenue Service (“IRS”) or other taxing authorities. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. The statute of limitations for the 2002 tax year expired on April 30, 2009. The statute of limitations for the 2003 tax year expired on July 31, 2009. The statute of limitations for the 2004 through 2007 tax years will expire in February 2012, unless extended. Tax years 2008 and 2009 are still open for IRS examination. The Company does not anticipate any significant changes within the next 12 months to its total unrecognized tax benefits related to tax years for which the statute of limitations has not expired.

As discussed above, the completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. As such, 2009 benefited from a reduction to the liability for unrecognized tax benefits and related interest of $34 million, primarily related to tax years prior to 2002 as a result of the expiration of the statute of limitations for the 2002 and 2003 tax years.

The dividends received deduction (“DRD”) reduces the amount of dividend income subject to U.S. tax and is the primary component of the non-taxable investment income shown in the table above, and, as such, is a significant component of the difference between the Company’s effective tax rate and the federal statutory tax rate of 35%. The DRD for the current period was estimated using information from 2009, current year results, and was adjusted to take into account the current year’s equity market performance. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changes in the amount of dividends received that are eligible for the DRD, changes in the amount of distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and the Company’s taxable income before the DRD.

In August 2007, the IRS released Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the DRD related to variable life insurance and annuity contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54 and informed taxpayers that the U.S. Treasury Department and the IRS intend to address through new regulations the issues considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. On February 14, 2011, the Obama Administration released the “General Explanations of the Administration’s Revenue Proposals.” Although the Administration has not released proposed statutory language, one proposal would change the method used to determine the amount of the DRD. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through regulation or legislation, could increase actual tax expense and reduce the Company’s consolidated net income. These activities had no impact on the Company’s 2008, 2009 or 2010 results.

In December 2006, the IRS completed all fieldwork with respect to its examination of the consolidated federal income tax returns for tax years 2002 and 2003. The final report was initially submitted to the Joint Committee on Taxation for their review in April 2007. The final report was resubmitted in March 2008 and again in April 2008. The Joint Committee returned the report to the IRS for additional review of an industry issue regarding the methodology for calculating the DRD related to variable life insurance and annuity contracts. The IRS completed its review of the issue and proposed an adjustment with respect to the calculation of the DRD. In order to expedite receipt of an income tax refund related to the 2002 and 2003 tax years, the Company agreed to such adjustment. The report, with the adjustment to the DRD, was submitted to the Joint Committee on Taxation in October 2008. The Company was advised on January 2, 2009 that the Joint Committee completed its consideration of the report and took no exception to the conclusions reached by the IRS. Accordingly, the final report was processed and a $157 million refund was received in February 2009. The Company believed that its return position with respect to the calculation of the DRD was technically correct. Therefore, the Company filed protective refund claims on October 1, 2009 to recover the taxes associated with the agreed upon adjustment. The IRS recently issued an Industry Director Directive (“IDD”) stating that the methodology for calculating the DRD set forth in Revenue Ruling 2007-54 should not be followed. The IDD also confirmed that the IRS guidance issued before Revenue Ruling 2007-54, which guidance the Company relied upon in calculating its DRD, should be used to determine the DRD. The Company is working with its IRS audit team to bring the DRD issue to a close in accordance with the IDD. These activities had no impact on the Company’s 2008, 2009 or 2010 results.

B-33

9. INCOME TAXES (continued)

In January 2007, the IRS began an examination of tax years 2004 through 2006. For tax years 2007 through 2010, the Company is participating in the IRS’s Compliance Assurance Program (“CAP”). Under CAP, the IRS assigns an examination team to review completed transactions contemporaneously during these tax years in order to reach agreement with the Company on how they should be reported in the tax returns. If disagreements arise, accelerated resolutions programs are available to resolve the disagreements in a timely manner before the tax returns are filed. It is management’s expectation this program will shorten the time period between the filing of the Company’s federal income tax returns and the IRS’s completion of its examination of the returns.

10. FAIR VALUE OF ASSETS AND LIABILITIES

Fair Value Measurement – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance around fair value established a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. These generally provide the most reliable evidence and are used to measure fair value whenever available. Active markets are defined as having the following characteristics for the measured asset/liability: (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads and (v) most information publicly available. The Company’s Level 1 assets and liabilities primarily include certain cash equivalents and short term investments, equity securities and derivative contracts that are traded in an active exchange market. Prices are obtained from readily available sources for market transactions involving identical assets or liabilities.

Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities, and other market observable inputs. The Company’s Level 2 assets and liabilities include: fixed maturities (corporate public and private bonds, most government securities, certain asset-backed and mortgage-backed securities, etc.), certain equity securities (mutual funds, which do not actively trade and are priced based on a net asset value) and commercial mortgage loans, short-term investments and certain cash equivalents (primarily commercial paper), and certain over-the-counter derivatives. Valuations are generally obtained from third party pricing services for identical or comparable assets or liabilities or through the use of valuation methodologies using observable market inputs. Prices from services are validated through comparison to trade data and internal estimates of current fair value, generally developed using market observable inputs and economic indicators.

Level 3 - Fair value is based on at least one or more significant unobservable inputs for the asset or liability. These inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability. The Company’s Level 3 assets and liabilities primarily include: certain private fixed maturities and equity securities, certain manually priced public equity securities and fixed maturities, certain highly structured over-the-counter derivative contracts, certain commercial mortgage loans, certain consolidated real estate funds for which the Company is the general partner, and embedded derivatives resulting from certain products with guaranteed benefits. Prices are determined using valuation methodologies such as option pricing models, discounted cash flow models and other similar techniques. Non-binding broker quotes, which are utilized when pricing service information is not available, are reviewed for reasonableness based on the Company’s understanding of the market, and are generally considered Level 3. Under certain conditions, based on its observations of transactions in active markets, the Company may conclude the prices received from independent third party pricing services or brokers are not reasonable or reflective of market activity. In those instances, the Company may choose to over-ride the third-party pricing information or quotes received and apply internally developed values to the related assets or liabilities. To the extent the internally developed valuations use significant unobservable inputs, they are classified as Level 3. As of December 31, 2010 and 2009 these over-rides on a net basis were not material.

Inactive Markets - During 2009 and continuing through the first quarter of 2010, the Company observed that the volume and level of activity in the market for asset-backed securities collateralized by sub-prime mortgages remained at historically low levels. This stood in particular contrast to the markets for other structured products with similar cash flow and credit profiles. The Company also observed significant implied relative liquidity risk premiums, yields, and weighting of “worst case” cash flows for asset-backed securities collateralized by sub-prime mortgages in comparison with its own estimates for such securities. In contrast, the liquidity of other spread-based asset classes, such as corporate bonds, high yield and consumer asset-backed securities, such as those collateralized by credit cards or autos, which were previously more correlated with sub-prime securities, improved beginning in the second quarter of 2009. Based on this information, the Company concluded as of June 30, 2009, and continuing through March 31, 2010, that the market for asset-backed securities collateralized by sub-prime mortgages was inactive and also determined the pricing quotes it received were based on limited market transactions, calling into question their representation of observable fair value. As a result, the Company considered both third-party pricing information and an internally developed price based on a discounted cash flow model in determining the fair value of certain of these securities as of June 30, 2009 through March 31, 2010. Based on the unobservable inputs used in the discounted cash flow model and the limited observable market activity, the Company classified these securities within Level 3 as of June 30, 2009 through March 31, 2010.

B-34

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Beginning in the second quarter of 2010, the Company observed an increasingly active market, as evidence of orderly transactions in asset-backed securities collateralized by sub-prime mortgages became more apparent. Additionally, the valuation based on the pricing the Company received from independent pricing services was not materially different from its internal estimates of current market value for these securities. As a result, where third party pricing information based on observable inputs was used to fair value the security, and based on the assessment that the market has been becoming increasingly active, the Company reported fair values for these asset-backed securities collateralized by sub-prime mortgages in Level 2 since June 30, 2010. As of December 31, 2010, the fair value of these securities included in Level 2 were $69.7 million included in Fixed Maturities Available for Sale – Asset-Backed Securities.

Assets and Liabilities by Hierarchy Level - The tables below present the balances of assets and liabilities measured at fair value on a recurring basis, as of the dates indicated.

		As of December 31, 2010
		Level 1	Level 2	Level 3	Total

	(in thousands)
Fixed maturities, available for sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	-	$ 227,962	$ -	$ 227,962
Obligations of U.S. states and their political subdivisions		-	24,129	-	24,129
Foreign government bonds		-	54,709	-	54,709
Corporate securities		-	4,321,147	49,050	4,370,197
Asset-backed securities		-	349,808	59,770	409,578
Commercial mortgage-backed securities		-	580,520	-	580,520
Residential mortgage-backed securities		-	375,208	-	375,208
Sub-total		-	5,933,483	108,820	6,042,303

Trading account assets:
Asset-backed securities		-	17,525	-	17,525
Commercial mortgage-backed securities		-	5,180	-	5,180
Sub-total		-	22,705	-	22,705

Equity securities, available for sale		8,920	8,695	1,792	19,407
Short-term investments		50,989	195,915	-	246,904
Cash equivalents		42,040	237,871	-	279,911
Other long-term investments		-	15,195	-	15,195
Other assets		-	48,071	(222,491)	(174,420)
Sub-total excluding separate account assets		101,949	6,461,935	(111,879)	6,452,005

Separate account assets (1)		1,654,810	41,415,830	198,451	43,269,091

Total assets	$	1,756,759	$ 47,877,765	$ 86,572	$ 49,721,096

Future policy benefits		-	-	(452,822)	(452,822)

Total liabilities	$	-	$ -	$ (452,822)	$ (452,822)

B-35

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

		As of December 31, 2009 (2)
		Level 1		Level 2		Level 3		Total

	(in thousands)
Fixed maturities, available for sale:
U.S. Treasury securities and obligations of U.S. government authorities and agencies	$	-	$	171,660	$	-	$	171,660
Obligations of U.S. states and their political subdivisions		-		16,002		-		16,002
Foreign government bonds		-		43,193		1,082		44,275
Corporate securities		-		3,925,335		32,462		3,957,797
Asset-backed securities		-		315,315		135,466		450,781
Commercial mortgage-backed securities		-		501,616		-		501,616
Residential mortgage-backed securities		-		711,942		-		711,942
Sub-total		-		5,685,063		169,010		5,854,073

Trading account assets:
Corporate securities		-		-		1,182		1,182
Asset-backed securities		-		20,647		-		20,647
Commercial mortgage-backed securities		-		5,108		-		5,108
Sub-total		-		25,755		1,182		26,937

Equity securities, available for sale		6,929		16,880		3,833		27,642
Short-term investments		20,083		152,830		-		172,913
Cash equivalents		-		139,589		-		139,589
Other assets		-		49,552		159,618		209,170
Sub-total excluding separate account assets		27,012		6,069,669		333,643		6,430,324

Separate account assets (1)		623,948		24,386,654		152,675		25,163,277

Total assets	$	650,960	$	30,456,323	$	486,318	$	31,593,601

Future policy benefits		-		-		(17,539)		(17,539)

Other liabilities		264		(19,736)		(960)		(20,432)

Total liabilities	$	264	$	(19,736)	$	(18,499)	$	(37,971)

(1)

Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account assets classified as Level 3 consist primarily of real estate and real estate investment funds. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Consolidated Statement of Financial Position.

(2)	Includes reclassifications to conform to current period presentation.

The methods and assumptions the Company uses to estimate fair value of assets and liabilities measured at fair value on a recurring basis are summarized below. Information regarding Separate Account Assets is excluded as the risk of assets for these categories is primarily borne by our customers and policyholders.

Fixed Maturity Securities - The fair values of the Company’s public fixed maturity securities are generally based on prices obtained from independent pricing services. Prices from pricing services are sourced from multiple vendors, and a vendor hierarchy is maintained by asset type based on historical pricing experience and vendor expertise. The Company generally receives prices from multiple pricing services for each security, but ultimately uses the price from the pricing service highest in the vendor hierarchy based on the respective asset type. To validate reasonability, prices are reviewed by internal asset managers through comparison with directly observed recent market trades and internal estimates of current fair value, developed using market observable inputs and economic indicators. Consistent with the fair value hierarchy described above, securities with validated quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from third party pricing services is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process with the pricing service. If the pricing service updates the price to be more consistent in comparison to the presented market observations, the security remains within Level 2.

If the Company ultimately concludes that pricing information received from the independent pricing service is not reflective of market activity, non-binding broker quotes are used, if available. If the Company concludes the values from both pricing services and brokers are not reflective of market activity, it may over-ride the information from the pricing service or broker with an internally developed valuation. As of December 31, 2010 and 2009 over-rides on a net basis were not material. Internally developed valuations or non-binding broker quotes are also used to determine fair value in circumstances where vendor pricing is not available. These estimates may use significant unobservable inputs, which reflect our own assumptions about the inputs market participants would use in pricing the asset. Circumstances where observable market data are not available may include events

B-36

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

such as market illiquidity and credit events related to the security. Pricing service over-rides, internally developed valuations and non-binding broker quotes are generally included in Level 3 in our fair value hierarchy.

The fair value of private fixed maturities, which are primarily comprised of investments in private placement securities, originated by internal private asset managers, are primarily determined using a discounted cash flow model. In certain cases these models primarily use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model may also incorporate significant unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines such inputs are not significant to the price of a security, a Level 2 classification is made. Otherwise, a Level 3 classification is used.

Private fixed maturities also include debt investments in funds that, in addition to a stated coupon, pay a return based upon the results of the underlying portfolios. The fair values of these securities are determined by reference to the funds’ net asset value (NAV). Since the NAV at which the funds trade can be observed by redemption and subscription transactions between third parties, the fair values of these investments have been reflected within Level 2 in the fair value hierarchy.

Trading Account Assets – Trading account assets consist primarily of asset-backed securities, public corporate bonds and commercial mortgage-backed securities whose fair values are determined consistent with similar instruments described above under “Fixed Maturity Securities.”

Equity Securities –Equity securities consist principally of investments in common and preferred stock of publicly traded companies, privately traded securities, as well as common stock mutual fund shares. The fair values of most publicly traded equity securities are based on quoted market prices in active markets for identical assets and are classified within Level 1 in the fair value hierarchy. The fair values of preferred equity securities are based on prices obtained from independent pricing services and, in order to validate reasonability, are compared with directly observed recent market trades. Accordingly, these securities are generally classified within Level 2 in the fair value hierarchy.

Derivative Instruments - Derivatives are recorded at fair value as assets within “Other long-term investments,” or as liabilities within “Other liabilities,” except for embedded derivatives which are recorded with the associated host contract. The fair values of derivative contracts are determined based on quoted prices in active exchanges or through the use of valuation models. The fair values of derivative contracts can be affected by changes in interest rates, foreign exchange rates, credit spreads, market volatility, expected returns, non-performance risk and liquidity as well as other factors. Liquidity valuation adjustments are made to reflect the cost of exiting significant risk positions, and consider the bid-ask spread, maturity, complexity, and other specific attributes of the underlying derivative position. Fair values can also be affected by changes in estimates and assumptions including those related to counterparty behavior used in valuation models.

All of the Company’s derivative positions are traded in the over-the-counter (OTC) derivative market and is classified within Level 2 in the fair value hierarchy. OTC derivatives classified within Level 2 are valued using models generally accepted in the financial services industry that use actively quoted or observable market input values from external market data providers, third-party pricing vendors and/or recent trading activity. The fair values of most OTC derivatives, including interest rate and cross currency swaps, are determined using discounted cash flow models. These models’ key assumptions include the contractual terms of the respective contract, along with significant observable inputs, including interest rates, currency rates, credit spreads, equity prices, index dividend yields, non-performance risk and volatility.

To reflect the market’s perception of its own and the counterparty’s non-performance risk, the Company incorporates an additional spread over London Interbank Offered Rate (“LIBOR”) into the discount rate used in determining the fair value of OTC derivative assets and liabilities which are uncollateralized. Most OTC derivative contracts inputs have bid and ask prices that are actively quoted or can be readily obtained from external market data providers. The Company’s policy is to use mid-market pricing in determining its best estimate of fair value and classify these derivative contracts as Level 2.

Derivatives classified as Level 3 include first-to-default credit basket swaps and other structured products. These derivatives are valued based upon models with some significant unobservable market inputs or inputs from less actively traded markets. The fair values of first to default credit basket swaps are derived from relevant observable inputs such as: individual credit default spreads, interest rates, recovery rates and unobservable model-specific input values such as correlation between different credits within the same basket. Level 3 methodologies are validated through periodic comparison of the Company’s fair values to broker-dealer values.

Cash Equivalents and Short-Term Investments - Cash equivalents and short-term investments include money market instruments, commercial paper and other highly liquid debt instruments. Money market instruments are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. The remaining instruments in the Cash Equivalents and Short-term Investments category are typically not traded in active markets; however, their fair values are based on market observable inputs and, accordingly, these investments have been classified within Level 2 in the fair value hierarchy.

Other Assets - Other assets carried at fair value include reinsurance recoverables related to the reinsurance of our living benefit guarantees on certain of our variable annuities. These guarantees are described further below in "Future Policy Benefits." Also included in other assets are certain universal life products that contain a no-lapse guarantee provision. The reinsurance agreements covering these guarantees are derivatives and are accounted for in the same manner as an embedded derivative.

B-37

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Future Policy Benefits - The liability for future policy benefits includes general account liabilities for guarantees on variable annuity contracts, including guaranteed minimum accumulation benefits (“GMAB”) and guaranteed minimum income and withdrawal benefits (“GMIWB”), accounted for as embedded derivatives. The fair values of the GMAB and GMIWB liabilities are calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature. Since there is no observable active market for the transfer of these obligations, the valuations are calculated using internally developed models with option pricing techniques. The models are based on a risk neutral valuation framework and incorporate premiums for risks inherent in valuation techniques, inputs, and the general uncertainty around the timing and amount of future cash flows. The determination of these risk premiums requires the use of management judgment.

The Company is also required to incorporate the market perceived risk of its own non-performance in the valuation of the embedded derivatives associated with its optional living benefit features and no-lapse feature on certain universal life products. Since insurance liabilities are senior to debt, the Company believes that reflecting the financial strength ratings of the Company in the valuation of the liability appropriately takes into consideration the Company’s own risk of non-performance. To reflect the market’s perception of its non-performance risk, the Company incorporates an additional spread over LIBOR into the discount rate used in the valuations of the embedded derivatives associated with its optional living benefit features. The additional spread over LIBOR is determined taking into consideration publicly available information relating to the financial strength of the Company. The additional spread over LIBOR incorporated into the discount rate as of December 31, 2010 generally ranged from 50 to 150 basis points for the portion of the interest rate curve most relevant to these liabilities.

Other significant inputs to the valuation models for the embedded derivatives associated with the optional living benefit features of the Company’s variable annuity products include capital market assumptions, such as interest rate and implied volatility assumptions, as well as various policyholder behavior assumptions that are actuarially determined, including lapse rates, benefit utilization rates, mortality rates and withdrawal rates. These assumptions are reviewed at least annually, and updated based upon historical experience and give consideration to any observable market data, including market transactions such as acquisitions and reinsurance transactions. Since many of the assumptions utilized in the valuation of the embedded derivatives associated with the Company’s optional living benefit features are unobservable and are considered to be significant inputs to the liability valuation, the liability included in future policy benefits has been reflected within Level 3 in the fair value hierarchy.

Transfers between Levels 1 and 2 - During the twelve months ended December 31, 2010, there were no material transfers between Level 1 and Level 2.

Changes in Level 3 assets and liabilities - The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and twelve months ended December 31, 2010, as well as the portion of gains or losses included in income for the three and twelve months ended December 31, 2010 attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2010.

	Year Ended December 31, 2010
	Fixed Maturities, Available For Sale – Foreign Government Bonds		Fixed Maturities, Available For Sale – Corporate Securities		Fixed Maturities, Available For Sale – Asset-Backed Securities		Fixed Maturities, Available For Sale – Commercial Mortgage-Backed Securities		Equity Securities, Available for Sale

	(in thousands)
Fair value, beginning of period	$	1,082	$	32,462	$	135,466	$	-	$	3,833
Total gains or (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net:		-		(438)		(1,438)		-		(90)
Asset administration fees and other income		-		-		-		-		-
Included in other comprehensive income (loss)		(11)		1,958		(582)		82		(2,291)
Net investment income		(1)		328		735		(7)		-
Purchases, sales, issuances, and settlements		-		(14,534)		4,839		5,160		340
Foreign currency translation		-		-		-		-		-
Transfers into Level 3 (2)		-		30,910		4,525		-		-
Transfers out of Level 3 (2)		(1,070)		(1,636)		(83,775)		(5,235)		-
Fair value, end of period	$	-	$	49,050	$	59,770	$	-	$	1,792
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net:	$	-	$	(1,027)	$	(868)	$	-	$	90
Asset administration fees and other income	$	-	$	-	$	-	$	-	$	-
Interest credited to policyholder account balances	$	-	$	-	$	-	$	-	$	-
Included in other comprehensive income (loss)	$	(11)	$	2,786	$	(634)	$	126	$	(2,291)

B-38

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

	Year Ended December 31, 2010
	Trading Account Asset -Backed Securities			Other Liabilities	Other Assets		Separate Account Assets (1)		Future Policy Benefits

	(in thousands)
Fair value, beginning of period	$	1,182	$	(960)	$	159,618	$	152,675	$	17,539
Total gains or (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		-		960		(474,147)		(799)		540,017
Asset administration fees and other income		-		-		-		-		-
Interest credited to policyholder account balances		-		-		-		9,119		-
Included in other comprehensive income (loss)		18		-		2,465		-		-
Net investment income		-		-		-		-		-
Purchases, sales, issuances, and settlements		(1,200)		-		89,573		37,456		(104,733)
Foreign currency translation		-		-		-		-		-
Transfers into Level 3 (2)		-		-		-		-		-
Transfers out of Level 3 (2)		-		-		-		-		-
Fair value, end of period	$	-	$	-	$	(222,491)	$	198,451	$	452,823
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3) :		-		-		-		-		-
Included in earnings:
Realized investment gains (losses), net	$	-	$	-	$	(473,023)	$	-	$	499,913
Asset administration fees and other income	$	-	$	-	$	-	$	-	$	-
Interest credited to policyholder account balances	$	-	$	-	$	-	$	9,119	$	-
Included in other comprehensive income (loss)	$	-	$	-	$	2,465	$	-	$	-

(1)

Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Investment risks associated with market value changes are borne by the customers, except to the extent minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Consolidated Statement of Financial Position.

(2)	Transfers into or out of Level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(3)	Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

Transfers – Transfers out of Level 3 for Fixed Maturities Available for Sale – Asset-Backed Securities totaled $79.5 million for the year ended December 31, 2010 resulting from the Company’s conclusion that the market for asset-backed securities collateralized by sub-prime mortgages has been becoming increasingly active, as evidenced by orderly transactions. The pricing received from independent pricing services could be validated by the Company, as discussed in detail above. Other transfers out of Level 3 were typically due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate. Transfers into Level 3 were primarily the result of significant unobservable inputs utilized within valuation methodologies and the use of broker quotes (that could not be validated) when previously, information from third party pricing services (that could be validated) was utilized.

Changes in Level 3 assets and liabilities - The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the year ended December 31, 2009, as well as the portion of gains or losses included in income for the year ended December 31, 2009 attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2009.

B-39

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

	Year Ended December 31, 2009
	Fixed Maturities, Available For Sale – Foreign Government Bonds		Fixed Maturities, Available For Sale – Corporate Securities			Fixed Maturities, Available For Sale – Asset-Backed Securities			Fixed Maturities, Available For Sale – Residential Mortgage-Backed Securities		Equity Securities, Available for Sale

	(in thousands)
Fair value, beginning of period	$	867	$	13,357		$	43,642		$	6,309	$	968
Total gains or (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net:		―		(2,344	)		(10,559	)		―		(2)
Asset management fees and other income		―		―			―			―		—
Included in other comprehensive income (loss)		217		3,991			42,357			43		2,864
Net investment income		(2)		916			1,004			―		—
Purchases, sales, issuances, and settlements		―		(4,636	)		(20,381	)		(1,252)		—
Foreign currency translation		―		―			―			―		—
Transfers into Level 3 (2)		―		28,257			89,358			―		49
Transfers out of Level 3 (2)		―		(7,079	)		(9,955	)		(5,100)		(46)
Fair value, end of period	$	1,082	$	32,462		$	135,466		$	―	$	3,833
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net:	$	―	$	(2,904	)	$	(10,020	)	$	―	$	(2)
Asset management fees and other income	$	―	$	―		$	―		$	―	$	—
Interest credited to policyholder account	$	—	$	—		$	—		$	—	$	—
Included in other comprehensive income (loss)	$	217	$	3,986		$	42,587		$	—	$	2,864

	Year Ended December 31, 2009
	Trading Account Asset -Backed Securities			Other Assets	Separate Account Assets (1)		Other Liabilities		Future Policy Benefits

	(in thousands)
Fair value, beginning of period	$	1,089	$	1,157,884	$	154,316	$	(17,167)	$	(794,640)
Total gains or (losses) (realized/unrealized):
Included in earnings:
Realized investment gains (losses), net		—		(1,157,338)		(3,608)		16,207		848,282
Asset management fees and other income		93		—		—		—		—
Interest credited to policyholder account		—		—		(10,140)		—		—
Included in other comprehensive income (loss)		—		22,282		—		—		—
Net investment income		—		—		—		—		—
Purchases, sales, issuances, and settlements		—		136,790		17,545		—		(36,103)
Foreign currency translation		—		—		—		—		—
Transfers into Level 3 (2)		—		—		—		—		—
Transfers out of Level 3 (2)		—		—		(5,438)		—		—
Fair value, end of period	$	1,182	$	159,618	$	152,675	$	(960)	$	17,539
Unrealized gains (losses) for the period relating to those Level 3 assets that were still held at the end of the period (3) :
Included in earnings:
Realized investment gains (losses), net	$	―	$	(788,470)	$	—	$	16,215	$	830,739
Asset management fees and other income	$	93	$	—	$	—	$	—	$	—
Interest credited to policyholder account	$	—	$	—	$	(10,141)	$	—	$	—
Included in other comprehensive income (loss)	$	―	$	—	$	—	$	―	$	—

______

(1)

Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s consolidated Statement of Financial Position.

(2)	Transfers into or out of Level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(3)	Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

B-40

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Transfers – Transfers into Level 3 for Fixed Maturities Available for Sale totaled $118 million during 2009. Transfers into Level 3 for these investments were primarily the result of unobservable inputs utilized within valuation methodologies and the use of broker quotes (that could not be validated) when information from third party pricing services or models with observable inputs were utilized. Transfers out of Level 3 for Fixed Maturities Available for Sale were primarily due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate.

The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the year ended December 31, 2008, as well as the portion of gains or losses included in income for the year ended December 31, 2008, attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2008.

	Year Ended December 31, 2008
	Fixed Maturities, Available For Sale		Equity Securities, Available for Sale			Other Trading Account Assets				Other Liabilities
	(in thousands)
Fair value, beginning of period	$	107,063	$	4,703	$		1,164	$	(4,768)
Total gains or (losses) (realized/unrealized):		—		—			—		—
Included in earnings:		—		—			—		—
Realized investment gains (losses), net		(7,165)		(19)			—		(12,399)
Asset management fees and other income		—		—			(75)		—
Interest credited to policyholder account		—		—			—		—
Included in other comprehensive income (loss)		(20,006)		(2,365)			—		—
Net investment income		(329)		—			—		—
Purchases, sales, issuances, and settlements		41,319		—			—		—
Transfers into (out of) Level 3 (2)		(56,706)		(1,351)			—		—
Fair value, end of period	$	64,176	$	968	$		1,089	$	(17,167)
Unrealized gains (losses) for the period relating to those level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net	$	(5,390)	$	(19)	$		—	$	(12,394)
Asset management fees and other income	$	—	$	—	$		(75)	$	—
Interest credited to policyholder account	$	—	$	—	$		—	$	—
Included in other comprehensive income (loss)	$	(20,261)	$	(2,366)	$		—	$	—

	Other Assets		Separate Account Assets (1)			Future Policy Benefits
	(in thousands)

Fair value, beginning of period	$	48,024		$	172,226		$	(35,232)
Total gains or (losses) (realized/unrealized):		—			—			—
Included in earnings:		—			—			—
Realized investment gains (losses), net		1,066,865			—			(739,407)
Asset management fees and other income		—			—			—
Interest credited to policyholder account		—			(36,648)			—
Included in other comprehensive income		(1,393)			—			—
Net investment income		—			—			—
Purchases, sales, issuances, and settlements		17,899			18,738			(20,001)
Transfers into (out of) Level 3 (2)		26,489			—			—
Other		—			—			—
Fair value, end of period	$	1,157,884		$	154,316		$	(794,640)
Unrealized gains (losses) for the period ending relating to those level 3 assets that were still held at the end of the period (3):
Included in earnings:
Realized investment gains (losses), net	$	1,067,417		$	—		$	(739,961)
Asset management fees and other income	$	—		$	—		$	—
Interest credited to policyholder account	$	—		$	(36,648)		$	—
Included in other comprehensive income (loss)	$	(1,393)		$	—		$	—

(1)

Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s consolidated Statement of Financial Position.

(2)	Transfers into or out of Level 3 are generally reported as the value as of the beginning of the quarter in which the transfer occurs.

(3)	Unrealized gains or losses related to assets still held at the end of the period do not include amortization or accretion of premiums and discounts.

Transfers – Net transfers out of Level 3 for Fixed Maturities Available for Sale totaled $57 million for the year ended December 31, 2008. Transfers into Level 3 for these investments were primarily the result of unobservable inputs utilized within valuation methodologies and the use of broker quotes when information from third party pricing services was utilized. Partially offsetting these transfers into Level 3 were transfers out of Level 3 due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company was able to validate.

B-41

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Derivative Fair Value Information - The following tables present additional information regarding derivative assets and liabilities measured at fair value on a recurring basis. These derivative assets and liabilities are included in “Other long-term investments” or “Other liabilities” in the tables presented above. These tables exclude embedded derivatives which are recorded with the associated host contract.

The table below presents the balance of derivative assets and liabilities measured at fair value on a recurring basis as of the date indicated.

			As of December 31, 2010
			Level 1		Level 2		Level 3			Netting (1)	Total

			(in thousands)
Derivative assets:
	Interest Rate		$	-	$	19,171	$	-	$		$	19,171
	Currency			-		-		-				-
	Credit			-		1,206		-				1,206
	Currency/Interest Rate			-		3,627		-				3,627
	Equity			-		2,749		-				2,749
	Netting			-		-		-		(11,557)		(11,557)
		Total derivative assets	$	-	$	26,753	$	-	$	(11,557)	$	15,196
Derivative liabilities:
	Interest Rate		$	-	$	4,738	$	-	$	-	$	4,738
	Currency			-		43		-		-		43
	Credit			-		1,653		-		-		1,653
	Currency/Interest Rate			-		3,998		-		-		3,998
	Equity			-		1,125		-		-		1,125
	Netting			-		-		-		(11,557)		(11,557)
		Total derivative liabilities	$	-	$	11,557	$	-	$	(11,557)	$	-

(1)	“Netting” amounts represent cash collateral and the impact of offsetting asset and liability positions held with the same counterparty.

Changes in Level 3 derivative assets and liabilities - The following tables provide a summary of the changes in fair value of Level 3 derivative assets and liabilities for the three and nine months ended December 31, 2010, as well as the portion of gains or losses included in income for the three and nine months ended December 31, 2010, attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2010.

				Year ended December 31, 2010
				Other Liabilities Derivative Liability – Credit
				(in thousands)
Fair Value, beginning of period				$ (960)
	Total gains or (losses) (realized/unrealized):
		Included in earnings:
			Realized investment gains (losses), net	960
			Asset management fees and other income
	Purchases, sales, issuances and settlements
	Transfers into Level 3
	Transfers out of Level 3
Fair Value, end of period				$ -

Unrealized gains (losses) for the period relating to those level 3
	assets that were still held at the end of the period:
		Included in earnings:
			Realized investment gains (losses), net	-
			Asset management fees and other income	-

B-42

10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)

Fair Value of Financial Instruments – The Company is required by U.S. GAAP to disclose the fair value of certain financial instruments including those that are not carried at fair value. For the following financial instruments the carrying amount equals or approximates fair value: fixed maturities classified as available for sale, trading account assets, equity securities, securities purchased under agreements to resell, short-term investments, cash and cash equivalents, accrued investment income, separate account assets, securities sold under agreements to repurchase, and cash collateral for loaned securities, as well as certain items recorded within other assets and other liabilities such as broker-dealer related receivables and payables. See Note 11 for a discussion of derivative instruments.

The following table discloses the Company’s financial instruments where the carrying amounts and fair values may differ:

		December 31, 2010				December 31, 2009
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in thousands)
Assets:
Commercial mortgage loans	$	1,275,022	$	1,352,761	$	1,048,346	$	1,038,323
Policy loans		1,061,607		1,258,411		1,012,014		1,144,641
Liabilities:
Policyholder account balances – Investment contracts		588,200		584,112		507,386		502,033

Commercial mortgage loans

The fair value of commercial mortgage loans are primarily based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate adjusted for the current market spread for similar quality loans.

Policy loans

The fair value of policy loans is calculated using a discounted cash flow model based upon current U.S. Treasury rates and historical loan repayment patterns.

Investment Contracts – Policyholders’ Account Balances

Only the portion of policyholders’ account balances related to products that are investment contracts (those without significant mortality or morbidity risk) are reflected in the table below. For fixed deferred annuities, payout annuities and other similar contracts without life contingencies, fair values are derived using discounted projected cash flows based on interest rates that are representative of the Company’s claims paying ratings, and hence reflect the Company’s own nonperformance risk. For those balances that can be withdrawn by the customer at any time without prior notice or penalty, the fair value is the amount estimated to be payable to the customer as of the reporting date, which is generally the carrying value.

11. DERIVATIVE INSTRUMENTS

Types of Derivative Instruments and Derivative Strategies

Interest rate swaps are used by the Company to manage interest rate exposures arising from mismatches between assets and liabilities (including duration mismatches) and to hedge against changes in the value of assets it anticipates acquiring and other anticipated transactions and commitments. Swaps may be attributed to specific assets or liabilities or may be used on a portfolio basis. Under interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed upon notional principal amount. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date.

Exchange-traded futures are used by the Company to reduce risks from changes in interest rates, to alter mismatches between the duration of assets in a portfolio and the duration of liabilities supported by those assets, and to hedge against changes in the value of securities it owns or anticipates acquiring or selling. In exchange-traded futures transactions, the Company agrees to purchase or sell a specified number of contracts, the values of which are determined by the values of underlying referenced investments, and to post variation margin on a daily basis in an amount equal to the difference in the daily market values of those contracts. The Company enters into exchange-traded futures and options with regulated futures commissions merchants who are members of a trading exchange.

Currency derivatives, including currency swaps and forwards, are used by the Company to reduce risks from changes in currency exchange rates with respect to investments denominated in foreign currencies that the Company either holds or intends to acquire or sell.

Under currency swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between one currency and another at an exchange rate and calculated by reference to an agreed principal amount. Generally, the principal amount of each currency is exchanged at the beginning and termination of the currency swap by each party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty for payments made in the same currency at each due date.

B-43

11. DERIVATIVE INSTRUMENTS (continued)

Credit derivatives are used by the Company to enhance the return on the Company’s investment portfolio by creating credit exposure similar to an investment in public fixed maturity cash instruments. With credit derivatives the Company can sell credit protection on an identified name, or a basket of names in a first to default structure, and in return receive a quarterly premium. With first to default baskets, the premium generally corresponds to a high proportion of the sum of the credit spreads of the names in the basket. If there is an event of default by the referenced name or one of the referenced names in a basket, as defined by the agreement, then the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the referenced defaulted security or similar security. In addition to selling credit protection, the Company may purchase credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio.

Embedded Derivatives

The Company holds certain externally managed investments in the European market which contain embedded derivatives whose fair value are primarily driven by changes in credit spreads. These investments are medium term notes that are collateralized by investment portfolios primarily consisting of investment grade European fixed income securities, including corporate bonds and asset-backed securities, and derivatives, as well as

varying degrees of leverage. The notes have a stated coupon and provide a return based on the performance of the underlying portfolios and the level of leverage. The Company invests in these notes to earn a coupon through maturity, consistent with its investment purpose for other debt securities. The notes are accounted for under U.S. GAAP as available for sale fixed maturity securities with bifurcated embedded derivatives (total return swaps). Changes in the value of the fixed maturity securities are reported in Equity under the heading “Accumulated Other Comprehensive Income” and changes in the market value of the embedded total return swaps are included in current period earnings in “Realized investment gains (losses), net.” The Company’s maximum exposure to loss from these interests was $91 million at December 31, 2010 and $90 million at December 31, 2009. The fair value of the embedded derivatives included in Fixed maturities, available for sale was a liability of $30 million at December 31, 2010 and $36 million at December 31, 2009.

The fair value of the embedded derivatives included in Future policy benefits was an asset of $453 million as of December 31, 2010 and an asset of $18 million as of December 31, 2009 included in Future policy benefits.

The Company also incorporates risk of non-performance of its affiliates in the valuation of the embedded derivatives associated with our living benefit features on our variable annuity contracts and the no lapse feature of our universal life contracts. We include an additional spread over LIBOR into the discount rate used in the valuation of the embedded derivative liabilities to reflect an increase in market perceived non-performance risk, thereby reducing the value of the embedded derivative assets. The non-performance cannot reduce the value of the liability to a point that the value would go below zero. In that case the value of the liability is floored at zero.

Some of the Company’s variable annuity products contain a living benefit feature which is reinsured with an affiliate, Pruco Re. The reinsurance contract contains an embedded derivative related to market performance risk. These embedded derivatives are mark-to-market through “Realized investment gains (losses), net” based on the change in value of the underlying contractual guarantees, which are determined using valuation models. The affiliates maintain a portfolio of derivative instruments that are intended to economically hedge the risks related to the reinsured products’ features. The derivatives may include, but are not limited to equity options, total return swaps, interest rate swap options, caps, floors, and other instruments. Also, some variable annuity products include an asset transfer feature to minimize risks inherent in the Company’s guarantees which reduces the need for hedges.

Some of the Company’s universal life products contain a no-lapse guarantee provision that is reinsured with an affiliate, UPARC. The reinsurance agreement contains an embedded derivative related to the interest rate risk of the reinsurance contract. Interest sensitivity can result in mark-to-market changes in the value of the underlying contractual guarantees, as well as actual activity related to premium and benefits. Realized investment losses were ($18) and ($370) million as of December 31, 2010 and 2009, respectively; primarily due to the change in non-performance risk in the valuation of embedded derivatives.

The Company invests in fixed maturities that, in addition to a stated coupon, provide a return based upon the results of an underlying portfolio of fixed income investments and related investment activity. The Company accounts for these investments as available for sale fixed maturities containing embedded derivatives.

B-44

11. DERIVATIVE INSTRUMENTS (continued)

The table below provides a summary of the gross notional amount and fair value of derivatives contracts, excluding embedded derivatives which are recorded with the associated host, by the primary underlying. Many derivative instruments contain multiple underlyings.

	December 31, 2010							December 31, 2009
	Notional Amount		Fair Value					Notional Amount	Fair Value
	Notional Amount		Assets		Liabilities			Notional Amount	Assets		Liabilities
Qualifying Hedge Relationships	(in thousands)
Currency/Interest Rate		46,749		2,193		(1,152)		39,635		-		(1,626)
Total Qualifying Hedge Relationships	$	46,749	$	2,193	$	(1,152)	$	39,635	$	-	$	(1,626)


Non-qualifying Hedge Relationships
Non-qualifying Hedge Relationships
Interest Rate	$	481,500	$	19,170	$	(4,738)	$	695,100	$	10,901	$	(24,084)
Currency		2,109		-		(43)		2,670		10		-
Credit		16,900		1,206		(1,653)		112,085		11,173		(4,500)

Currency/Interest Rate		51,943		1,434		(2,846)		77,586		-		(3,898)
Equity		93,955		2,749		(1,125)		355,004		2,300		(10,706)
Total Non-qualifying Hedge Relationships	$	646,407	$	24,559	$	(10,405)	$	1,242,445	$	24,384	$	(43,188)
Total Derivatives	$	693,156	$	26,752	$	(11,557)	$	1,282,080	$	24,384	$	(44,814)

Cash Flow Hedges

The Company uses currency swaps in its cash flow hedge accounting relationships. This instrument is only designated for hedge accounting in instances where the appropriate criteria are met. The Company does not use futures, options, credit, and equity or embedded derivatives in any of its cash flow hedge accounting relationships.

The following table provides the financial statement classification and impact of derivatives used in qualifying and non-qualifying hedge relationships, excluding the offset of the hedged item in an effective hedge relationship:

			Year Ended December 31,
			2010		2009		2008
					(in thousands)
Cash flow hedges

Currency/ Interest Rate
	Net investment income	$	529	$	170	$	-
	Other Income		89		(22)		14
	Accumulated Other Comprehensive Income (Loss) (1)		2,646		(2,302)		1,063

		Total cash flow hedges	$	3,264	$	(2,154)	$	1,077

Non- qualifying hedges
Realized investment gains (losses)
	Interest Rate		$	25,842	$	(29,765)	$	(13,247)
	Currency			169		(91)		2,385
	Currency/Interest Rate			1,177		(6,537)		-
	Credit			(1,631)		9,885		(4,303)
	Equity			742		(76,567)		(45)
	Embedded Derivatives			52,278		(313,243)		275,237
		Total non-qualifying hedges	$	78,577	$	(416,318)	$	260,027
		Total Derivative Impact	$	81,841	$	(418,472)	$	261,104

(1)	Amounts deferred in Equity

B-45

11. DERIVATIVE INSTRUMENTS (continued)

For the year ended December 31, 2010, the ineffective portion of derivatives accounted for using hedge accounting was not material to the Company’s results of operations and there were no material amounts reclassified into earnings relating to instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur by the anticipated date or within the additional time period permitted by the authoritative guidance for the accounting for derivatives and hedging.

Presented below is a roll forward of current period cash flow hedges in “Accumulated other comprehensive income (loss)” before taxes:


	(in thousands)
Balance, December 31, 2009	$	(2,974)
Net deferred losses on cash flow hedges from January 1 to December 31, 2010		(2,870)
Amount reclassified into current period earnings		6,652
Balance, December 31, 2010	$	808

As of December 31, 2010, the Company does not have any qualifying cash flow hedges of forecasted transactions other than those related to the variability of the payment or receipt of interest or foreign currency amounts on existing financial instruments. The maximum length of time for which these variable cash flows are hedged is 7 years. Income amounts deferred in “Accumulated other comprehensive income (loss)” as a result of cash flow hedges are included in “Net unrealized investment gains (losses)” in the Consolidated Statements of Stockholders’ Equity.

Credit Derivatives Written

The following tables set forth exposure from credit derivatives where the company has written credit protection excluding embedded derivatives contained in externally-managed investments in the European market, by NAIC rating of the underlying credits as of the dates indicated.


	December 31, 2010
	First to Default Basket
NAIC Designation (1)	Notional		Fair Value
	(in millions)

1	$	-	$	-
2		-		-

3		-		-
4		-		-
5		-		-
6		-		-
Total	$	-	$	-


	December 31, 2009
	First to Default Basket
NAIC Designation (1)	Notional		Fair Value
	(in millions)

1	$	-	$	-
2		52		(1)
		52		(1)
3		7		-
4		-		-
5		5		-
6		-		-
Total	$	64	$	(1)

(1) First-to-default credit swap baskets, which may include credits of varying qualities, are grouped above based on the lowest credit in the basket. However, such basket swaps may entail greater credit risk than the rating level of the lowest credit.

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11. DERIVATIVE INSTRUMENTS (continued)

The following table sets forth the composition of credit derivatives where the Company has written credit protection excluding embedded derivatives contained in externally-managed investments in European markets, by industry category as of the dates indicated.

		December 31, 2010			December 31, 2009
Industry		Notional	Fair Value	Notional		Fair Value
			(in millions)
Corporate Securities:
First to Default Baskets(1)		-	-	64		(1)
Total Credit Derivatives	$ -		$ -	$ 64		$ ( 1)

(1) Credit default baskets may include various industry categories.

The Company writes credit derivatives under which the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the defaulted security or similar security. The Company’s maximum amount at risk under these credit derivatives, assuming the value of the underlying referenced securities become worthless, is $0 million and $64 million notional of credit default swap (“CDS”) selling protection at December 31, 2010 and December 31, 2009, respectively. These credit derivatives generally have maturities of five years or less.

In addition to writing credit protection, the Company has purchased credit protection using credit derivatives in order to hedge specific credit exposures in the Company’s investment portfolio. As of December 31, 2010 the Company had $17 million of outstanding notional amounts, reported at fair value as an asset of $0 million. As of December 31, 2009 the Company had $48 million of outstanding notional amounts, reported at fair value as an asset of $8 million.

Credit Risk

The Company is exposed to credit-related losses in the event of non-performance by our counterparty to financial derivative transactions. Generally, the credit exposure of the Company’s over-the-counter (OTC) derivative transactions is represented by the contracts with a positive fair value (market value) at the reporting date after taking into consideration the existence of netting agreements.

The Company has credit risk exposure to an affiliate, Prudential Global Funding, LLC related to its over-the-counter derivative transactions. Prudential Global Funding, LLC manages credit risk with external counterparties by entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties, and by obtaining collateral where appropriate. The Company effects exchange-traded futures transactions through regulated exchanges and these transactions are settled on a daily basis, thereby reducing credit risk exposure in the event of nonperformance by counterparties to such financial instruments.

Under fair value measurements, the Company incorporates the market’s perceptions of its own and the counterparty’s non-performance risk in determining the fair value of the portion of its OTC derivative assets and liabilities that are uncollateralized. Credit spreads are applied to the derivative fair values on a net basis by counterparty. To reflect the Company’s own credit spread a proxy based on relevant debt spreads is applied to OTC derivative net liability positions. Similarly, the Company’s counterparty’s credit spread is applied to OTC derivative net asset positions.

12.	COMMITMENTS, CONTINGENT LIABILITIES AND LITIGATION AND REGULATORY MATTERS

Commitments

The Company has made commitments to fund $13 million of commercial loans as of December 31, 2010 The Company also made commitments to purchase or fund investments, mostly private fixed maturities, of $58 million as of December 31, 2010.

Contingent Liabilities

On an ongoing basis, the Company’s internal supervisory and control functions review the quality of sales, marketing and other customer interface procedures and practices and may recommend modifications or enhancements. From time to time, this review process results in the discovery of product administration, servicing or other errors, including errors relating to the timing or amount of payments or contract values due to customers. In certain cases, if appropriate, the Company may offer customers remediation and may incur charges, including the costs of such remediation, administrative costs and regulatory fines.

It is possible that the results of operations or the cash flow of the Company in a particular quarterly or annual period could be materially affected as a result of payments in connection with the matters discussed above or other matters depending, in part, upon the results of operations or cash flow for such period. Management believes, however, that ultimate payments in connection with these matters, after consideration of applicable reserves and rights to indemnification, should not have a material adverse effect on the Company’s financial position.

B-47

12. COMMITMENTS, CONTINGENT LIABILITIES AND LITIGATION AND REGULATORY MATTERS (continued)

Litigation and Regulatory Matters

The Company is subject to legal and regulatory actions in the ordinary course of its business. Pending legal and regulatory actions include proceedings relating to aspects of the Company’s business and operations that are specific to it and proceedings that are typical of the business in which it operates. In certain of these matters, the plaintiffs may seek large and/or indeterminate amounts, including punitive or exemplary damages. The outcome of a litigation or regulatory matter, and the amount or range of potential loss at any particular time, is often inherently uncertain.

In July 2010, the Company and certain affiliates, as well as other life insurance industry participants, received a formal request for information from the State of New York Attorney General’s Office in connection with its investigation into industry practices relating to life insurance policies for which death benefits, unless the beneficiary elects another settlement method, are placed in retained asset accounts, which earn interest and are subject to withdrawal in whole or in part at any time by the beneficiary. The Company is cooperating with this investigation. The Company has also been contacted by state insurance regulators and other governmental entities regarding retained asset accounts. In April 2010, a purported state-wide class action was filed against Prudential Insurance in Nevada state court alleging that Prudential Insurance delayed payment of death benefits and improperly retained undisclosed profits by placing death benefits in retained asset accounts. In January 2011, this action was dismissed. In February 2011, the plaintiff appealed the dismissal. An earlier case by the same plaintiff making substantially the same allegations was dismissed in federal court. In December 2010, a purported state-wide class action was filed in state court against Prudential Insurance and Prudential Financial and removed to federal court in Illinois. The complaint makes allegations under Illinois law substantially similar to the other retained asset account cases on behalf of a class of Illinois residents.

In July 2010, a purported nationwide class action was filed in Massachusetts federal court against Prudential Insurance relating to retained asset accounts associated with life insurance covering U.S. service members and veterans. The Company has moved to dismiss the complaint. In November and December 2010, three additional purported class actions making substantially the same allegations on behalf of the same purported class of beneficiaries were filed against Prudential Insurance and Prudential Financial in New Jersey federal court and were transferred to the Massachusetts federal court by the Judicial Panel on Multi-District Litigation. In October 2010, a purported nationwide class action was filed in Pennsylvania federal court on behalf of beneficiaries of ERISA-governed welfare benefit plans claiming that the use of retained asset accounts violates ERISA. Additional investigations, information requests, hearings, claims, litigation and adverse publicity may arise with respect to the retained asset accounts.

The Company’s litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope, their outcome cannot be predicted. It is possible that the Company’s results of operations or cash flow in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Company’s litigation and regulatory matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on the Company’s financial position. Management believes, however, that, based on information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on the Company’s financial position.

13. RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with Prudential Insurance and other affiliates. Although we seek to ensure that these transactions and relationships are fair and reasonable, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

Expense Charges and Allocations

Many of the Company’s expenses are allocations or charges from Prudential Insurance or other affiliates. These expenses can be grouped into general and administrative expenses and agency distribution expenses.

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business production processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. The Company reviews its allocation methodology periodically which it may adjust accordingly. General and administrative expenses also include allocations of stock compensation expenses related to a stock option program and a deferred compensation program issued by Prudential Financial. The expense charged to the Company for the stock option program was less than $1 million for the twelve months ended December 31, 2010, 2009 and 2008. The expense charged to the Company for the deferred compensation program was $4 million, $3 million and $2 million for the twelve months ended December 31, 2010, 2009 and 2008, respectively.

The Company receives a charge to cover its share of employee benefits expenses. These expenses include costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on final group earnings and length of service. While others are based on an account balance, which takes into consideration age, service and earnings during career.

Prudential Insurance sponsors voluntary savings plans for the Company’s employees (401(k) plans). The plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The Company's expense for its share of the voluntary savings plan was $6.2 million, $4.2 million and $3.5 million in 2010, 2009 and 2008, respectively.

B-48

13. RELATED PARTY TRANSACTIONS (continued)

The Company’s share of net expense for the pension plans was $12.6 million, $8.3 million and $7.7 million in 2010, 2009 and 2008, respectively.

The Company is charged distribution expenses from Prudential Insurance’s agency network for both its domestic life and annuity products through a transfer pricing agreement, which is intended to reflect a market based pricing arrangement.

Affiliated Asset Administration Fee Income

Effective April 1, 2009, the Company amended an existing agreement to add AST Investment Services, Inc., formerly known as American Skandia Investment Services, Inc, as a party, whereby the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust, formerly known as American Skandia Trust. Income received from AST Investment Services, Inc. related to this agreement was $51.3 million $14.9 million for the years ended December 31, 2010 and December 31, 2009, respectively. These revenues are recorded as “Asset administration fees” in the Consolidated Statements of Operations and Comprehensive Income.

The Company participates in a revenue sharing agreement with Prudential Investments LLC, whereby the Company receives fee income from policyholders’ account balances invested in The Prudential Series Fund (“PSF”). Income received from Prudential Investments LLC, related to this agreement were $10 million for the years ended December 31, 2010 and 2009, respectively. These revenues are recorded as “Asset administration fees” in the Consolidated Statements of Operations and Comprehensive Income.

Corporate Owned Life Insurance

The Company has sold four Corporate Owned Life Insurance or, “COLI,” policies to Prudential Insurance, and one to Prudential Financial. The cash surrender value included in separate accounts for these COLI policies was $2.061 billion at December 31, 2010 and $1.772 billion at December 31, 2009, respectively. Fees collected related to these COLI policies were $41 million, $37 million and $32 million for the years ending December 31, 2010, 2009 and 2008, respectively.

Reinsurance with Affiliates

UPARC

The Company, excluding its subsidiaries, reinsures its universal protector policies having no-lapse guarantees with an affiliated company, UPARC. UPARC reinsures 90% of the amount of mortality at risk as well as 100% of the risk of uncollectible policy charges and fees associated with the no-lapse guarantee provision of these policies. The Company is not relieved of its primary obligation to the policyholder as a result of these reinsurance transactions.

The portion of this reinsurance contract related to mortality is accounted for as reinsurance. Reinsurance recoverables related to the reinsurance agreement were $50 million and $12 million as of December 31, 2010 and December 31, 2009, respectively. Fees ceded to UPARC in 2010, 2009, and 2008 were $102 million, $51 million, and $39 million respectively. Benefits ceded to UPARC in 2010, 2009 and 2008 were $52 million, $48 million and $57 million, respectively. The portion of this reinsurance contract related to the no lapse guarantee provision is accounted for as an embedded derivative. Realized losses were $18 million for the year ended December 31, 2010, compared to realized losses of $370 million for the year ended December 31, 2009, and realized gains of $340 million for the year ended December 31, 2008, primarily due to the impact of interest rate fluctuations and changes in non-performance risk beginning in 2009. The underlying asset is reflected as a reinsurance recoverable in the Company’s Consolidated Statements of Financial Position.

PARCC

The Company reinsures 90% of the risk under its term life insurance policies, with effective dates prior to January 1, 2010, exclusive of those reinsured by PAR III (see below) through an automatic coinsurance agreement with PARCC. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement. Reinsurance recoverables related to this agreement were $1.826 billion and $1.521 billion as of December 31, 2010 and December 31, 2009, respectively. Premiums ceded to PARCC in 2010, 2009 and 2008 were $785 million, $799 million and $654 million, respectively. Benefits ceded in 2010, 2009 and 2008 were $328 million, $295 million and $249 million, respectively. Reinsurance expense allowances, net of capitalization and amortization were $167 million, $174 million and $130 million for the years ended December 31, 2010, 2009 and 2008, respectively.

PAR TERM

The Company reinsures 95% of the risk under its term life insurance policies with effective dates on or after January 1, 2010 through an automatic coinsurance agreement with PAR TERM. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement.

Reinsurance recoverables related to this agreement were $91 million as of December 31, 2010. Premiums and benefits ceded to PAR TERM were $102 million and $16 million for the year-ended December 31, 2010, respectively.

Reinsurance expense allowances, net of capitalization and amortization were $24 million for the year ended December 31, 2010.

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13. RELATED PARTY TRANSACTIONS (continued)

PAR III

The Company, excluding its subsidiaries, reinsures 90% of the risk under its ROP term life insurance policies with effective dates in 2009 through an automatic coinsurance agreement with PAR III. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement. Reinsurance recoverables related to this agreement were $5 million and $3 million as of December 31, 2010 and 2009, respectively. Premiums ceded to PAR III for the years ended December 31, 2010 and 2009 were $3 million and $2 million, respectively. Benefits ceded in 2010 and 2009 were $461 million and $377 million, respectively.

Reinsurance expense allowances, net of capitalization and amortization were $1 million and $0.8 for the years ended December 31, 2010 and 2009, respectively.

Prudential Insurance

The Company has a yearly renewable term reinsurance agreement with Prudential Insurance and reinsures the majority of all mortality risks not otherwise reinsured. Reinsurance recoverables related to this agreement were $175 million and $53 million as of December 31, 2010 and December 31, 2009. Premiums and fees ceded to Prudential Insurance in 2010, 2009 and 2008 were $355 million, $240 million and $184 million, respectively. Benefits ceded in 2010, 2009 and 2008 were $263 million, $218 million and $172, respectively. In addition, there are two yearly renewable term agreements which the Company can offer on any life in excess of the Company’s maximum limit of retention. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement.

The Company has reinsured a group annuity contract with Prudential Insurance, in consideration for a single premium payment by the Company, providing reinsurance equal to 100% of all payments due under the contract. The Company is not relieved of its primary obligation to the policyholders as a result of this agreement. Reinsurance recoverables related to this agreement were $7 million and $8 million as of December 31, 2010 and December 31, 2009, respectively. Benefits ceded were $2 million for both years ended December 31, 2010 and 2009.

Pruco Re

The Company has entered into reinsurance agreements with Pruco Re as part of its risk management and capital management strategies.

Effective March 15, 2010, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its GRO Plus II. Fees ceded on this agreement, included in “Realized investment gains/(losses), net” on the financial statements, were $0.8 million at December 31, 2010.

Effective August 24, 2009, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime 6 Plus and Spousal Highest Daily Lifetime 6 Plus benefit features sold on certain of its annuities. Further, effective March 15, 2010 the Company entered into a coinsurance agreement with Pruco Re providing for 100% reinsurance of such riders, as modified and issued subsequent to March 15, 2010. Fees ceded on these agreements were $38.3 million and $0.2 million as of December 31, 2010 and 2009, respectively.

Effective June 30, 2009, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime 7 Plus and Spousal Highest Daily Lifetime 7 Plus benefit features sold on certain of its annuities. Fees ceded on this agreement were $22.0 million and $6.7 million at December 31, 2010 and 2009, respectively.

Effective January 28, 2008, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime Seven and Spousal Highest Daily Lifetime Seven benefit feature sold on certain of its annuities. Fees ceded on this agreement were $12.8 million, $11.2 million and $4.2 million for the year ended December 31, 2010, 2009, and 2008, respectively.

Effective January 28, 2008 the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Highest Daily Guaranteed Return Option (“HD GRO”) benefit feature sold on certain of its annuities. This agreement was amended effective January 1, 2010 to include a form of the HD GRO benefit feature (“HD GRO II”) on business issued after November 16, 2009. Fees ceded on this agreement were $1.4 million for the year ended December 31, 2010, and less than $1 million for the years ended December 31, 2009, and 2008, respectively.

Since 2006, the Company has in place two coinsurance agreements with Pruco Re providing for the 100% reinsurance of its Highest Daily Lifetime Five benefit feature (“HDLT5”) and its Spousal Lifetime Five benefit feature (“SLT5”). Fees ceded on the HDLT5 agreement were $4.8 million, $4.8 million, and $5.4 million for the years ended December 31, 2010, 2009, and 2008, respectively. Fees ceded on the SLT5 agreement were $2.3 million, $1.9 million and $2.3 million for December 31, 2010, 2009, and 2008, respectively.

Since 2005 the Company reinsures 100% of the risk on its Lifetime Five benefit feature sold on certain of its annuities through an automatic coinsurance agreement with Pruco Re. Fees ceded on the Lifetime Five agreement were $15.0 million, $15.6 million, and $22.5 million for the years ended December 31, 2010, 2009, and 2008, respectively.

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13. RELATED PARTY TRANSACTIONS (continued)

The Company’s reinsurance recoverables related to the above product reinsurance agreements were ($373) million and $9 million as of December 31, 2010 and December 31, 2009, respectively. Realized losses ceded were ($479) million and ($814) million for the years ended December 31, 2010 and December 31, 2009, respectively. The underlying asset is reflected as reinsurance recoverable in the Company’s Consolidated Statements of Financial Position.

Taiwan branch reinsurance agreement

On January 31, 2001, the Company transferred all of its assets and liabilities associated with its Taiwan branch, including, its Taiwan insurance book of business, to an affiliate, Prudential Life Insurance Company of Taiwan Inc. (“Prudential of Taiwan”).

The mechanism used to transfer this block of business in Taiwan is referred to as a “full acquisition and assumption” transaction. Under this mechanism, the Company is jointly liable with Prudential of Taiwan for two years from the giving of notice to all obligees for all matured obligations and for two years after the maturity date of not-yet-matured obligations. Prudential of Taiwan is also contractually liable, under indemnification provisions of the transaction, for any liabilities that may be asserted against the Company.

The transfer of the insurance related assets and liabilities was accounted for as a long-duration coinsurance transaction under accounting principles generally accepted in the United States. Under this accounting treatment, the insurance related liabilities remain on the books of the Company and an offsetting reinsurance recoverable is established.

Affiliated premiums ceded for the periods ended December 31, 2010, 2009 and 2008 from the Taiwan coinsurance agreement were $87 million, $77 million and $77 million, respectively. Affiliated benefits ceded for the periods ended December 31, 2010, 2009 and 2008 from the Taiwan coinsurance agreement were $23 million, $21 million and $21 million, respectively.

Reinsurance recoverable related to the Taiwan coinsurance agreement of $946 million and $786 million at December 31, 2010 and December 31, 2009, respectively. Realized losses ceded were ($18) million and ($370) million for the years ended December 31, 2010 and December 31, 2009, respectively.

Affiliated Asset Transfers

The Company buys and sells assets to and from affiliated companies. The difference between fair market value and book value of these transfers was accounted for in additional paid-in capital.

In December 2010, the Company purchased fixed maturity securities from affiliated companies, PALAC and Pruco Re. The investments included public bonds. The securities purchased from PALAC were recorded at an amortized cost of $256.4 million and a fair value of $291.9 million. The securities purchased from Pruco Re were recorded at an amortized cost of $76.3 million and a fair value of $81.0 million. As stated above, the difference between fair market value and book value of these transfers was accounted for in additional paid-in capital.

In December 2010, the Company amended certain of its affiliated reinsurance treaties to change the settlement mode from monthly to annual. As a result of these treaty amendments, we were required to pay our reinsurers, Prudential Insurance and UPARC, the premium difference that resulted. Settlement of this premium difference was made by transfers of securities of $120 million to Prudential Insurance, and $35 million to UPARC.

During 2009, the Company purchased fixed maturity securities from an affiliated company, Prudential Insurance. The investments included public bonds. These securities were recorded at an amortized cost of $168 million and a fair value of $168 million.

During 2009, the Company purchased fixed maturity securities from an affiliated company, PARCC. The investments included public bonds. These securities were recorded at an amortized cost of $85 million and a fair value of $89 million.

Affiliated Loan Agreements

During 2009, the Company issued a loan for $105 million with an affiliate, Prudential International Insurance Holdings.

Debt Agreements

On December 20, 2010, the Company borrowed $650 million from Prudential Insurance. This loan has an interest rate of 3.47% and matures on December 21, 2015. The total related interest expense to the Company was $689 thousand for the year ended December 31, 2010.

On November 15, 2010 the Company borrowed $245 million from Prudential Financial. This loan has an interest rate of 3.01% and matures on November 13, 2015. The total related interest expense to the Company was $941 thousand for the year ended December 31, 2010.

On October 8, 2010, the Company borrowed $225 million from Prudential Financial. This loan had an interest rate of 2.82% and was subsequently paid off on December 20, 2010. The total related interest expense to the Company was $1.3 million for the year ended December 31, 2010.

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13. RELATED PARTY TRANSACTIONS (continued)

Derivative Trades

In the ordinary course of business, the Company enters into over-the-counter (“OTC”) derivative contracts with an affiliate, Prudential Global Funding, LLC. For these OTC derivative contracts, Prudential Global Funding, LLC has a substantially equal and offsetting position with an external counterparty.

14. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited quarterly results of operations for the years ended December 31, 2010 and 2009 are summarized in the table below:

	Three months ended
	March 31	June 30	September 30	December 31
	(in thousands)
2010
Total revenues	$ 303,116	$ 417,824	$ 314,011	$ 302,047
Total benefits and expenses	239,398	642,263	(77,111)	(109,433)
Income/(Loss) from operations before income taxes	63,718	(224,439)	391,122	411,480
Net income/(loss)	$ 57,222	$ (144,791)	$ 276,974	$ 280,663

2009
Total revenues	$ (89,035)	$ 239,841	$ 258,896	$ 331,726
Total benefits and expenses	671,273	(71,911)	128,146	215,671
Income/(Loss) from operations before income taxes	(760,308)	311,752	130,750	116,055
Net income/(loss)	$ (466,220)	$ 168,816	$ 157,304	$ 74,309

B-52

Management’s Annual Report on Internal Control Over Financial Reporting

Management of Pruco Life Insurance Company (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an assessment of the effectiveness, as of December 31, 2010, of the Company’s internal control over financial reporting, based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment under that framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010.

Our internal control over financial reporting is a process designed by or under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm, PricewaterhouseCoopers LLP, regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to final rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

March 11, 2011

B-53

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Pruco Life Insurance Company:

In our opinion, the accompanying consolidated statements of financial position and the related statements of operations and comprehensive income, of stockholder's equity and of cash flows present fairly, in all material respects, the financial position of Pruco Life Insurance Company (a wholly owned subsidiary of The Prudential Insurance Company of America) and its subsidiaries at December 31, 2010 and December 31, 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 of the consolidated financial statements, the Company changed its method of determining and recording other-than-temporary impairment for debt securities on January 1, 2009.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York

March 11, 2011

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Illustrative Annual Premiums (Contracts issued on Contract Form VUL-2005 and Contract Form VUL-2008)
Age of insured at issue	Type of Death Benefit Chosen	Short Term No- Lapse Guarantee Premium	Limited No-Lapse Guarantee Premium	Lifetime No-Lapse Guarantee Premium
40	Type A (Fixed)	$1,338	$2,138	$4,765
40	Type B (Variable)	$1,340	$2,220	$14,185
40	Type C (Return of Premium)	$1,340	N/A	N/A
60	Type A (Fixed)	$4,878	$6,458	$12,963
60	Type B (Variable)	$4,900	$6,510	$33,195
60	Type C (Return of Premium)	$4,900	N/A	N/A
80	Type A (Fixed)	$16,203	$37,385	$47,235
80	Type B (Variable)	$22,353	$41,788	$83,015
80	Type C (Return of Premium)	N/A	N/A	N/A

Illustrative Annual Premiums (Contracts issued on Contract Form VUL-2004)
Age of insured at issue	Type of Death Benefit Chosen	Short Term No-Lapse Guarantee Premium	Limited No-Lapse Guarantee Premium	Lifetime No-Lapse Guarantee Premium
40	Type A (Fixed)	$1,125	$2,138	$4,765
40	Type B (Variable)	$1,210	$2,220	$14,185
40	Type C (Return of Premium)	$1,210	N/A	N/A
60	Type A (Fixed)	$3,363	$7,158	$12,963
60	Type B (Variable)	$4,415	$7,218	$33,195
60	Type C (Return of Premium)	$4,415	N/A	N/A
80	Type A (Fixed)	$16,203	$39,345	$47,235
80	Type B (Variable)	$22,353	$43,980	$83,015
80	Type C (Return of Premium)	N/A	N/A	N/A

GENERAL INFORMATION AND HISTORY	1
Description of Pruco Life Insurance Company	1
Control of Pruco Life Insurance Company	1
State Regulation	1
Records	1
Services and Third Party Administration Agreements	1
INITIAL PREMIUM PROCESSING	2
ADDITIONAL INFORMATION ABOUT OPERATION OF CONTRACTS	3
Legal Considerations Relating to Sex-Distinct Premiums and Benefits	3
How a Type A (Fixed) Contract's Death Benefit Will Vary	3
How a Type B (Variable) Contract's Death Benefit Will Vary	4
How a Type C (Return of Premium) Contract’s Death Benefit Will Vary	5
Reports to Contract Owners	6
UNDERWRITING PROCEDURES	6
ADDITIONAL INFORMATION ABOUT CHARGES	7
Charges for Increases in Basic Insurance Amount	7
ADDITIONAL INFORMATION ABOUT CONTRACTS IN DEFAULT	7
DISTRIBUTION AND COMPENSATION	7
EXPERTS	9
PERFORMANCE DATA	9
Average Annual Total Return	9
Non-Standard Total Return	9
Money Market Subaccount Yield	10
FINANCIAL STATEMENTS	10

GENERAL INFORMATION AND HISTORY	1
Description of Pruco Life Insurance Company	1
Control of Pruco Life Insurance Company	1
State Regulation	1
Records	1
Services and Third Party Administration Agreements	1
INITIAL PREMIUM PROCESSING	2
ADDITIONAL INFORMATION ABOUT OPERATION OF CONTRACTS	3
Legal Considerations Relating to Sex-Distinct Premiums and Benefits	3
How a Type A (Fixed) Contract's Death Benefit Will Vary	3
How a Type B (Variable) Contract's Death Benefit Will Vary	4
How a Type C (Return of Premium) Contract’s Death Benefit Will Vary	5
Reports to Contract Owners	6
UNDERWRITING PROCEDURES	6
ADDITIONAL INFORMATION ABOUT CHARGES	7
Charges for Increases in Basic Insurance Amount	7
ADDITIONAL INFORMATION ABOUT CONTRACTS IN DEFAULT	7
DISTRIBUTION AND COMPENSATION	7
EXPERTS	9
PERFORMANCE DATA	9
Average Annual Total Return	9
Non-Standard Total Return	9
Money Market Subaccount Yield	10
FINANCIAL STATEMENTS	10

If		Then
The insured is age	and the Contract Fund is	the attained age factor is**	the Contract Fund multiplied by the attained age factor is	and the Death Benefit is
40 40 40	$ 25,000 $ 75,000 $100,000	4.04 4.04 4.04	101,000 303,000 404,000	$250,000 $303,000* $404,000*
60 60 60	$ 75,000 $125,000 $150,000	2.11 2.11 2.11	158,250 263,750 316,500	$250,000 $263,750* $316,500*
80 80 80	$150,000 $200,000 $225,000	1.32 1.32 1.32	198,000 264,000 297,000	$250,000 $264,000* $297,000*
* Note that the Death Benefit has been increased to comply with the Internal Revenue Code’s definition of life insurance. ** Assumes the Contract owner selected the Cash Value Accumulation Test. These figures are based on the 2001 Commissioner's Standard Ordinary ("CSO") Mortality Tables.

	(b)
	MANAGERS AND OFFICERS OF PRUCO SECURITIES, LLC (“Prusec”)

	Name and Principal Business Address --------------------------------------------------		Position and Office With Prusec ---------------------------------------------
	John W. Greene (Note 1)		Chairman of the Board, Manager
	John G. Gordon (Note 1)		President, Manager, Chief Operating Officer
	Yolanda M. Doganay (Note 1)		Vice President, Controller, Chief Financial Officer
	Jeffrey J. Butscher (Note 10)		Vice President, Chief Compliance Officer
	Richard W. Kinville (Note 2)		Vice President, Anti-Money Laundering Officer
	Sandra Cassidy (Note 1)		Secretary, Chief Legal Officer
	Charles E. Anderson (Note 9)		Vice President
	Joan H. Cleveland (Note 1)		Vice President
	Margaret M. Foran (Note 2)		Vice President, Assistant Secretary
	Mark A. Hug (Note 1)		Vice President, Manager
	Patrick L. Hynes (Note 5)		Vice President
	Charles M. O'Donnell (Note 5)		Vice President
	Charles M. Topp (Note 8)		Vice President
	Michele Talafha (Note 4)		Assistant Vice President
	James J. Avery, Jr (Note 1)		Manager
	Stephen Pelletier (Note 7)		Manager
	Judy A. Rice (Note 3)		Manager
	Matthew J. Voelker (Note 6)		Manager
	David Campen (Note 1)		Assistant Controller
	Robert Szuhany (Note 1)		Assistant Controller
	Daniel D. Rappoccio (Note 1)		Assistant Controller
	Mary E. Yourth (Note 1)		Assistant Controller
	Thomas A. Hendry (Note 2)		Treasurer
	Paul F. Blinn (Note 1)		Assistant Treasurer
	Kathleen C. Hoffman (Note 2)		Assistant Treasurer
	Laura J. Delaney (Note 2)		Assistant Treasurer
	John M. Cafiero (Note 2)		Assistant Secretary
	Thomas C. Castano (Note 1)		Assistant Secretary

	Patricia Christian (Note 1)	Assistant Secretary
	Mary Jo Reich (Note 1)	Assistant Secretary

	(Note 1) 213 Washington Street, Newark, NJ 07102
	(Note 2) 751 Broad Street, Newark, NJ 07102
	(Note 3) Three Gateway Center, Newark, NJ 07102
	(Note 4) One New York Plaza, New York, NY 10292
	(Note 5) 200 Wood Avenue South, Iselin, NJ 08830
	(Note 6) 2998 Douglas Boulevard, Suite 220, Roseville, CA 95661
	(Note 7) One Corporate Drive, Shelton, CT 06484
	(Note 8) 15301 Ventura Boulevard, Suite 420, Sherman Oaks, CA 91403
	(Note 9) 13001 County Road 10, Plymouth, MN 55442
(Note 10) 2101 Welsh Road, Dresher, PA 19025

Compensation received by Prusec during the last fiscal year with respect to variable life insurance products.
Principal Underwriter	Gross Distribution Revenue*	Compensation on Events Occasioning the Deduction of a Deferred Sales Load	Brokerage Commissions**	Other Compensation
Prusec	$49,094,901	$-0-	$12,419,148	$-0-

Item 26. (e) Application:	(i) Application for Variable Universal Life Insurance Contract.		C-

(f) Depositor’s Certificate of Incorporation and By-Laws: (g) Reinsurance Contracts:	(ii) By-laws of Pruco Life Insurance Company, as amended May 6, 1997. (xvi) Amendment (3, 4) to the Agreement between Pruco Life and RGA Reinsurance Company.		C- C-
	(xviii) Amendment (1) to the Agreement between Pruco Life and Scor Global Life Re Insurance Company of Texas.		C-
(i) Administrative Contracts:	(i) Service Agreement between Prudential and the Regulus Group, LLC.		C-
(j) Powers of Attorney:	(i) James J. Avery, Jr., Thomas J. Diemer, Robert M. Falzon, Bernard J. Jacob, Scott D. Kaplan, Stephen Pelletier, Richard F. Vaccaro, Steven Weinreb.		C-
(k) Legal Opinion and Consent:		Opinion and Consent of Thomas C. Castano, Esq., as to the legality of the securities being registered.	C-

(n) Auditor Consent:		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.	C-