Prudential Premier Retirement Variable Annuities

out of any other business we may conduct. Income, gains, and losses, whether or not realized, for assets allocated to the Separate
Account are, in accordance with the Annuities, credited to or charged against the Separate Account without regard to other income,
gains, or losses of Pruco Life. The obligations under the Annuities are those of Pruco Life, which is the issuer of the Annuities and
the depositor of the Separate Account. More detailed information about Pruco Life, including its audited consolidated financial
statements, is provided in the Statement of Additional Information.
We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may also close
Sub-accounts to additional Purchase Payments on existing Annuities or close Sub-accounts for Annuities purchased on or after
specified dates. We will first notify you and receive any necessary SEC and/or state approval before making such a change. If an
underlying mutual fund is liquidated, we will ask you to reallocate any amount in the liquidated fund. If you do not reallocate these
amounts, we will reallocate such amounts only in accordance with guidance provided by the SEC or its staff (or after obtaining an
order from the SEC, if required). We reserve the right to substitute underlying portfolios, as allowed by applicable law. If we make
a fund substitution or change, we may change the Annuity contract to reflect the substitution or change. We do not control the
underlying mutual funds, so we cannot guarantee that any of those funds will always be available.
If you are enrolled in a Dollar Cost Averaging, Automatic Rebalancing, or comparable programs while an underlying fund merger,
substitution or liquidation takes place, unless otherwise noted in any communication from us, your Account Value invested in such
underlying fund will be transferred automatically to the designated surviving fund in the case of mergers, the replacement fund in the case
of substitutions, and an available Money Market Fund in the case of fund liquidations. Your enrollment instructions will be automatically
updated to reflect the surviving fund, the replacement fund or a Money Market Fund for any continued and future investments.
With the MVA Options, we use a separate account of Pruco Life different from the Pruco Life Flexible Premium Variable Annuity
Account discussed above. This separate account is not registered under the Investment Company Act of 1940. Moreover, you do
not participate in the appreciation or depreciation of the assets held by that separate account.
Service Fees Payable to Pruco Life
Pruco Life and/or our affiliates receive substantial and varying administrative service payments, Rule 12b-1 fees, and “revenue
sharing” payments from certain underlying Portfolios or related parties. Rule 12b-1 fees compensate our affiliated principal
underwriter for distribution, marketing, and/or servicing functions. Administrative services payments compensate us for providing
administrative services with respect to Annuity Owners invested indirectly in the Portfolio, 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 Portfolios and unaffiliated underlying Portfolios. The administrative services fees we receive from
affiliates originate from the assets of the affiliated Portfolio itself and/or the assets of the Portfolio's investment advisor. In
recognition of the administrative services provided by the relevant affiliated insurance companies, the investment advisors to
certain affiliated Portfolios also make “revenue sharing” payments to such affiliated insurance companies. In any case, the
existence of these payments tends to increase the overall cost of investing in the Portfolio. In addition, because these payments are
made to us, allocations you make to these affiliated underlying Portfolios benefit us financially.
We collect these payments and fees under agreements between us and a Portfolio's principal underwriter, transfer agent, investment
advisor and/or other entities related to the Portfolio.
The 12b-1 fees and administrative services fees that we receive may vary among the different fund complexes that are part of our
investment platform. Thus, the fees we collect may be greater or smaller, based on the Portfolios that you select. In addition, we
may consider these payments and fees, among a number of factors, when deciding to add or keep a Portfolio on the “menu” of
Portfolios that we offer through the Annuity. Please see the table entitled “Underlying Mutual Fund Portfolio Annual Expenses”
for a listing of the Portfolios that pay a 12b-1 fee.
With respect to administrative services fees, the maximum fee (as of December 31, 2011) that we receive is equal to 0.40% of the
average assets allocated to the Portfolio(s) under the Annuity. We expect to make a profit on these fees.
In addition, an investment advisor, sub-advisor or distributor of the underlying Portfolios may also compensate us by providing
reimbursement, defraying the costs of, or paying directly for, among other things, marketing and/or administrative services and/or
other services they provide in connection with the Annuity. These services may include, but are not limited to: sponsoring or
co-sponsoring various promotional, educational or marketing meetings and seminars attended by distributors, wholesalers, and/or
broker dealer firms' registered representatives, and creating marketing material discussing the contract, available options, and
underlying Portfolios. The amounts paid depend on the nature of the meetings, the number of meetings attended by the advisor,
sub-advisor, or distributor, the number of participants and attendees at the meetings, the costs expected to be incurred, and the level
of the advisor's, sub-advisor's or distributor's participation. These payments or reimbursements may not be offered by all advisors,
sub-advisors, or distributors, and the amounts of such payments may vary between and among each advisor, sub-advisor, and
distributor depending on their respective participation.
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