UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pre-Effective Amendment No. 1 to
FORM S‑3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration No. 333-265507

PRUCO LIFE INSURANCE COMPANY
IN RESPECT OF
PRUCO LIFE INSURANCE COMPANY
 (Exact name of registrant as specified in its charter)
Arizona
(State or other jurisdiction of incorporation or organization)
6311
(Primary Standard Industrial Classification Code Number)
22-1944557
(I.R.S. Employer Identification Number)
c/o Pruco Life Insurance Company
213 Washington Street, Newark, New Jersey 07102, (800) 778-2255
(Address, including zip code, and telephone number, including area code, or registrant's principal executive offices)
Jordan K. Thomsen, Vice President and Corporate Counsel
Pruco Life Insurance Company
213 Washington Street, Newark, New Jersey 07102‑2992, (800) 778-2255
(Name, address, including zip code, and telephone number, including area code, of agent for service)
October 17, 2022
(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.







The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

PROSPECTUS
October 17, 2022
Index Strategies
Available u nder
Prudential FlexGuard® Life IVUL
Issued by
PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102
TELEPHONE: 800-778-2255
This prospectus describes index-linked investment options (“Index Strategies”) available with Prudential FlexGuard® Life, a flexible premium variable and index-linked life universal insurance contract, (“Contract”). The Contract is issued by Pruco Life Insurance Company (“Pruco Life,” “we,” “our” or “us”).


Generally, you (the “Contract Owner”) may choose to allocate your Contract's premiums and its earnings to (i) the Fixed Rate Option, (ii) one or more Variable Investment Options, and (iii) one or more Index Strategies. A description of the Fixed Rate Option, which pays a guaranteed interest rate, and a complete list of the available Variable Investment Options are included in the Contract’s prospectus. The Index Strategies are described herein.
We offer three types of Index Strategies: (1) Capped with Buffer, (2) Capped with Floor, and (3) Step Rate Plus with Buffer. The Index Strategies provide for participation in the performance of an associated, underlying index (“Index” or “Indices"), which excludes dividends. Each Index Strategy limits participation in both positive and negative performance of the return of the underlying Index. A more detailed description of the Index Strategies can be found within this prospectus.
You may allocate your premiums and transfer your Contract Fund amounts to the Index Strategies, subject to certain restrictions described herein. We hold the assets for the Index Strategies in a non-insulated, non-unitized separate account we have established to support our obligations with respect to the Index Strategies.
The Index Strategies currently available are:
Capped With BufferCapped With FloorStep Rate Plus With Buffer
1 year S&P 500® Cap Rate
10% Buffer Index Strategy
1 year S&P 500® Cap Rate
0% Floor Index Strategy
1 year S&P 500® Step Rate Plus
10% Buffer Index Strategy

PLEASE READ THE PROSPECTUSES
This prospectus sets forth information about the Contract that you should know before purchasing. Please read this prospectus for more detail about the Index Strategies. Keep it for future reference. This prospectus must be read along with the prospectus for your Contract. You must also read your Contract, which includes any optional riders you elected. Certain terms used in this prospectus may be defined in the prospectus for your Contract. Those terms have the same meaning when used in this prospectus.
There are two other types of prospectuses. The first type describes the material rights and obligations of your Contract. It is made available to new owners through the delivery of an Initial Summary Prospectus and to existing owners through the delivery of an Updating Summary Prospectus. The second prospectus type describes the Variable Investment Options made available under your Contract. The prospectuses describing the Variable Investment Options are available online at www.Prudential.com/eProspectus.
Clients seeking information regarding their particular investment needs should contact a financial professional. Index-linked and variable life insurance contracts are complex insurance and investment vehicles. You should work with a financial professional to decide whether the Contract and features are appropriate for you based on a thorough analysis of your particular needs, financial objectives, investment goals, time horizons and risk tolerance.
There is a risk of substantial loss of your principal. The risk of loss may be greater in the case of an early withdrawal due to any associated charges and interim value adjustments applied to such withdrawals. These charges and adjustments may result in loss even when the value of an Index has increased. In addition, rates associated with the Index Strategies for subsequent investment periods may be higher or lower than initial rates and may differ from the rates used for new Contracts or for other Contracts issued at different times. Refer to the RISK FACTORS section of this prospectus for more information.
The Index Strategies investment options may not be available through all selling broker-dealers. This prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made.



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 our general corporate obligations. Guarantees and benefits within the Contract are subject to our creditworthiness and claims paying ability.
OTHER CONTRACTS
We offer a variety of fixed and variable life insurance contracts. They offer features and have fees and charges that are different from those offered by this prospectus. Not every contract or feature is offered through every selling firm or in every state. Upon request, your financial professional can show you information regarding other Pruco Life contracts that your financial professional sells. You can also contact us to find out more about the availability of any of the Pruco Life contracts.
AVAILABLE INFORMATION
Additional information about us and this offering is available in the registration statement and the exhibits thereto, as well as in documents incorporated by reference into this prospectus (which means they are legally part of this prospectus). You may review and obtain copies of these materials at no cost to you by contacting us. They may also be obtained through the Securities and Exchange Commission’s (“SEC”) website (www.SEC.gov), which the SEC maintains for us and other registrants that file electronically with the SEC. Please see How to Reach Us in ADDITIONAL INFORMATION later in this prospectus for our Service Office address.
THE CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR ISSUED, GUARANTEED OR ENDORSED BY, ANY BANK, AND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRUDENTIAL, PRUDENTIAL FINANCIAL, PRUCO LIFE AND THE ROCK LOGO ARE SERVICE MARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS AFFILIATES. OTHER PROPRIETARY PRUDENTIAL MARKS MAY BE DESIGNATED AS SUCH THROUGH USE OF THE SM OR ® SYMBOLS.
FOR FURTHER INFORMATION CALL 800-778-2255 OR GO TO OUR WEBSITE AT WWW.PRUDENTIAL.COM/EPROSPECTUS.



TABLE OF CONTENTS

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SUMMARY OF INDEX STRATEGIES
The Index Strategies are investment options to which you may choose to allocate all or part of your net premiums or Contract Fund, subject to restrictions when used in combination with certain riders. See Riders later in this prospectus for more detail. The Index Strategies provide limited exposure to potential market growth opportunities with a certain level of protection in down market cycles. The Index Strategies receive an amount called “Index Interest”, which is based in part on the performance of an external index (“Index”), subject to minimums and maximums. Index Interest can be positive or negative, which means it is possible to lose value and prior earnings when investing in the Index Strategies.
We currently offer Index Strategies based on the S&P 500® Index Price Return , which is the S&P 500® Index excluding dividends. The S&P 500® Index is comprised of 500 stocks considered representative of the overall market. Although the Index Strategies provide Index Interest linked to an Index, money placed in the Index Strategies is not a direct investment in a particular Index (you cannot invest directly in an Index). You are not purchasing or investing in any of the stocks that make up the Index and therefore have no rights of ownership such as the right to earn dividends, receive distributions, or the right to vote.
Amounts in the Index Strategies become part of your Contract Fund. The Index Strategies are comprised of one or more Index Strategy Segments (“Segments”). When you allocate net premiums or transfer amounts from your Contract Fund to the Index Strategies, we place those funds temporarily into accounts called the Fixed Holding Accounts. Then, on each Monthly Transfer Date, we transfer the entire balance of the Fixed Holding Accounts into the corresponding Index Strategies. Each time we transfer the value of a Fixed Holding Account to an Index Strategy, we create a new Segment . Each Segment matures one year from the date it was created. We reserve the right to create Segments with maturity dates based on different durations. At Segment maturity we determine the change in Index Value and apply the Segment's predetermined Buffer, Step Rate, Participation Rate, Index Growth Floor, and Index Growth Cap, as applicable, to an Index Strategy, to ultimately calculate the Segment’s Index Interest and final Segment maturity value. For more information on the components and calculations of the Index Strategies, see DESCRIPTION OF THE INDEX STRATEGIES . We currently offer the following Index Strategies: Capped with Buffer, Capped with Floor, and Step Rate Plus with Buffer.
How the Index Strategies Work
CAPPED WITH FLOOR
1 Year S&P 500 Cap Rate
0% Floored Index Strategy

Provides an Index Interest equal to the Index Return up to a Cap (guaranteed to never be less than 2%).

If the Index Return is positive and equal to or greater than the Cap rate, then the Index Interest is equal to the Cap. If the Index Return is positive, but less than the Cap, the Index Interest is equal to the Index Return.
If the Index Return is negative, the Index Interest is zero due to the 0% Floor.
Offers the greatest level of downside protection, but limited upside potential.
CAPPED WITH BUFFER
1 Year S&P 500 Cap Rate
10% Buffer Index Strategy

Provides an Index Interest equal to the Index Return up to a Cap (guaranteed to never be less than 5%).

If the Index Return is positive and equal to or greater than the Cap rate, then the Index Interest is equal to the Cap. If the Index Return is positive, but less than the Cap, the Index Interest is equal to the Index Return.
If the Index Return is negative, but less than or equal to the 10% Buffer, the Index Interest is zero. Otherwise, the Index Interest is equal to the negative Index Return in excess of the 10% Buffer.
Offers a percentage of downside protection, but limits upside potential.

STEP RATE PLUS WITH BUFFER
1 Year S&P 500 Step Rate Plus
10% Buffer Index Strategy

Provides an Index Interest equal to the greater of the Index Return multiplied by a Participation Rate (guaranteed never to be less than 60%) or the Step Rate (guaranteed never to be less than 1%).

If the Index Return is zero or positive, the Index Interest is equal to the greater of the Index Return multiplied by the Participation Rate or the Step Rate.
If the Index Return is negative, but less than or equal to the 10% Buffer, the Index Interest is zero. Otherwise, the Index Interest is equal to the negative Index Return in excess of the 10% Buffer.
Offers an upside potential with no maximum or limitations, as well as a percentage of downside protection.
howindexstrategieswork_grac.jpg
If you choose to invest in Index Strategies, you must provide us with written allocation instructions in good order. You may change these instructions at any time, but we reserve the right to defer allocation instructions into Index Strategies received less than two business days prior to a Segment’s start date until the next available Segment start date for that Index Strategy. For currently available Index Strategies and associated rates, please refer to our website at www.prudential.com/eprospectus. New rates will be
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set for Index Strategy on or prior to the Segment start date and will be available on our website. These rates may be set no more frequently than monthly. New rates may be different than rates previously applied to your Contract and from the current rates that we are offering for newly issued contracts. We currently offer Index Strategies for one-year terms. The Contract offers Index Strategies with 10% Buffers. New Buffers may be offered with new Index Strategy options. The guaranteed minimum Buffer that may be offered for a new Index Strategy option is 5%. The Buffer is the amount of protected negative return. Any loss beyond the Buffer level reduces the Contract Fund value allocated to the Index Strategy. Please see Types of Index Strategies for more information.
If (1) you take a withdrawal (including a partial withdrawal, loan and full surrender), (2) you transfer out of, (3) we process a Contract fee or charge, or (4) we pay a death claim between a Segment start date and Segment maturity date of an Index Strategy with a Buffer, we will use an Interim Value to determine the fair market value of each Index Strategy Segment at the time of the transaction. The Interim Value is also used to determine how much the Index Strategy Segment Base will be reduced after a withdrawal, transfer or charge. If you withdraw, transfer a portion out of, or we process a charge from Contract Fund amounts allocated to an Index Strategy with a Buffer, the withdrawal, transfer, or charge will cause an immediate reduction to your Index Strategy Segment Base in a proportion equal to the reduction in the Segment’s Interim Value. A proportional reduction could be larger than the dollar amount of your withdrawal, transfer or charge. Reductions to your Index Strategy Segment Base will negatively impact your Interim Value for the remainder of the Segment and will result in lower Index Interest on the Segment maturity date. Once your Index Strategy Segment Base is reduced during a Segment, it will not increase for the remainder of the Segment.
The Interim Value is designed to represent the fair value of the Index Strategy with a Buffer on each Valuation Day, taking into account the potential gain or loss of the applicable Index at the Segment maturity date. The Interim Value reflects the change in fair value due to economic factors of the investment instruments (including derivatives) supporting the Index Strategies with a Buffer. The Interim Value may result in a loss even if the Index Value at the time the Interim Value is calculated is higher than the Index Value on the Segment start date of an Index Strategy with a Buffer. See Interim Value of Index Strategies with a Buffer for more information.
Each of these functions, components and calculations of the Index Strategies are described later in this prospectus. It is important that you understand how the Index Strategies function as well as the limitations and impacts on other Contract features and functions.
There is no additional charge for investing in an Index Strategy, however, Contract charges and expenses do apply. You should review the “Fee Table” and “Charges and Expenses” sections in the Contract’s prospectus for more information.
All guarantees are based on our claims paying ability and financial strength. Current and historical rates and performance for the Index Strategies can be found at www.prudential.com/eProspectus.
Right To Cancel
Please refer to your Contract’s prospectus for more information regarding your right to cancel (or “free look”) your Contract within a certain number of days. You may not allocate your Contract Fund to the Index Strategies prior to the end of your right to cancel period. Any amounts you have instructed us to allocate to the Index Strategies will be placed in a money market portfolio until your right to cancel period has ended. At the end of your right to cancel period, any amounts you have instructed us to allocate to the Index Strategies will be placed in the Fixed Holding Accounts until the next Index Strategy Segment start date.
Right To Discontinue And Limit Amounts Allocated To The Index Strategies
We reserve the right to restrict or terminate future allocations to the Index Strategies at any time. We may also temporarily suspend offering Index Strategy Segments at any time and for any reason including emergency conditions as determined by the Securities and Exchange Commission. We are not obligated to continue to offer Segments with any particular level of downside protection. We reserve the right to establish a maximum amount or a maximum percentage for any single policy that can be allocated to the Index Strategies. We also reserve the right to impose a cut-off date for allocations into an Index Strategy Segment. This would require Contract Funds to be allocated to a Fixed Holding Account a certain number of days prior to an Index Strategy Segment start date.
If an Index is discontinued or changed in a manner that results in a material change in the formula or method of calculating the Index, we reserve the right to substitute it with an alternative Index and will notify you of any such substitution. Upon substitution of an Index, we will calculate your Index Return on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the Index Strategy maturity date. An Index substitution will not change your Index Strategy. A substitution of an Index between the Index Strategy start date and Index Strategy maturity date may impact the calculation of your Index Interest on the Index Strategy maturity date. When we notify you of any substitution of an Index, we will also inform you of the potential impacts to your Index Interest.
RISK FACTORS
Risk Of Loss – Index Strategies – You take the investment risk for amounts allocated to one or more Index Strategies since the Index Interest is based upon the performance of the reference Index, subject to any limitations imposed by the Index Strategy. You bear the risk of the negative Index Return in excess of the Buffer should you stay allocated to the end of the Index Strategy Segment. For Index Strategies with floored rates, the deduction of Contract fees and charges can result in a negative Index Return.
Risks Associated With the Indices – Because the S&P 500® Index is comprised of a collection of equity securities, in each case the value of the component securities is subject to market risk, or the risk that market ups and downs may cause the value of the component securities to go up or down, sometimes rapidly and unpredictably. Market ups and downs can result from disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID-19), utility failures, terrorist acts,
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political and social developments, and military and governmental actions. In addition, the value of equity securities may increase or decline for reasons directly related to the issuers of the securities. In addition, the value of equity securities may increase or decline for reasons directly related to the issuers of the securities. Equity markets are subject to the risk that the value of the securities may fall due to general market and economic conditions. Market ups and downs may exist with these indices, which means that the value of the indices can change dramatically over a short period of time in either direction. Indices are not funds and are not available for direct investment.
Effect Of Interim Value – To determine the Interim Value for a Segment with a Buffer, we apply a formula which does not reflect the actual performance of the applicable Index, but rather a determination of the value of hypothetical underlying investments at the time of the Interim Value calculation. This amount could be more or less than if you had held the Segment with a Buffer until the Segment maturity date. It also means that you could have a negative performance, even if the value of the Index has increased at the time of the calculation. All withdrawals from a Segment with a Buffer on any date other than a Segment start date or maturity date, including withdrawals taken to pay Contract charges and expenses, death benefit payments, transfers, loans, and surrenders paid before the Segment maturity date will be based on the Interim Value. Withdrawals before a Segment maturity date could have adverse impacts even if the value of the Index has increased at the time of the calculation because an early withdrawal will not allow you to participate in the Index Return for the Segment with a Buffer with your entire Index Strategy Segment Base. If you withdraw Contract Funds allocated to an Index Strategy, the withdrawal will cause an immediate reduction to your Index Strategy Segment Base in a proportion equal to the reduction in your Interim Value. A proportional reduction may be larger than the dollar amount of your withdrawal even if the value of the Index has increased. See Impact Of Withdrawals On Segment Value below for additional information.
Impact Of Withdrawals On Segment Value – Withdrawals taken for any reason, including to pay Contract charges and expenses, death benefit payments, transfers, loans, and surrenders, can negatively impact your Segment value. (1) If a withdrawal is taken from Contract Funds allocated to a Segment with a Buffer, the withdrawal will cause an immediate reduction to your Index Strategy Segment Base in a proportion equal to the reduction in your Segment’s Interim Value. A proportional reduction could be larger than the dollar amount of your withdrawal. Reductions to your Index Strategy Segment Base will negatively impact your Interim Value for the remainder of the Segment(s) with a buffer and will result in the application of a lower Index Interest on the Segment with a Buffer at maturity. Once your Index Strategy Segment Base is reduced during any Segment with a Buffer, it will not increase for the remainder of the Segment with a Buffer. (2) If a withdrawal is taken from Contract Funds allocated to a floored (non-buffered) Segment it will cause an immediate reduction in your Index Segment Strategy Base and result in the application of lower Index Interest at maturity. Once your Index Strategy Segment Base is reduced during any floored Segment, it will not increase for the remainder of the floored Segment. In either instance, even if Index performance has been positive, the Index Return will be applied against a lower Index Segment Strategy Base resulting in lower (or zero) Index Interest.
Availability Of Index Strategies Will Vary Over Time – Before allocating to an Index Strategy Segment, you should determine the Index Strategies, Buffers, Floors, Caps, Participation Rates and Step Rates available to you. We reserve the right to change Caps, Participation Rates and/or Step Rates at any time prior to a Segment start date, subject to the applicable guaranteed minimum rate. There is no guarantee that an Index Strategy will be available in the future. You should make sure the Index Strategies you select are appropriate for your investment goals. A change in Cap, Participation or Step Rate may limit the Index Interest you receive. W e reserve the right to offer Index Strategies with different Buffers, which may impact the amount of negative Index Interest applied to your Contract Fund.
Reallocation Of Index Strategies – On the Segment maturity date for an Index Strategy Segment, the amount allocated to that Segment will be reallocated based upon your instructions we received in Good Order, or if none has been received in Good Order, automatically renew into the next available Segment for the same Index Strategy. If the same Index Strategy is no longer available, the amount will be transferred into the Fixed Rate Option, and the amount may be transferred among the Variable Investment Options, subject to applicable transfer restrictions, or into another available Index Strategy on the next Index Strategy Segment start date. You must provide instructions for reallocation, in Good Order, at least two business days prior to a designated Segment start date. Failure to provide timely instructions may result in amounts being transferred into the Fixed Holding Account (if the existing Index Strategy no longer is available), and could remain in the Fixed Holding Account until the next Index Strategy Segment start date.
Limitation On Index Interest – Index Growth Cap – If you elect an Index Strategy with an Index Growth Cap, the Index Interest is limited by any applicable Cap, which means that your Index Interest could be lower than if you had invested directly in a fund based on the applicable Index. The Index Growth Cap does not guarantee any level of Index Return. The Index Growth Cap exists for the full term of the Index Strategy Segment. Index Growth Caps, upon renewal, may be higher or lower than the initial Index Growth Cap but will never be less than the Guaranteed Minimum Index Growth Cap. Renewal Index Growth Caps may differ from the Caps used for new life insurance contracts or for other life insurance contracts issued at different times.
Index Strategy Returns – Participation Rates – If you elect an Index Strategy with a Participation Rate, your Index Interest may be limited if the applicable Participation Rate is less than 100%, which means that your Index Interest may be lower than if you had invested directly in a fund based on the applicable Index. If you elect an Index Strategy with applicable Participation Rates equal to 100%, your Index Interest will be equal to the Index Return. If applicable Participation Rates are greater than 100%, your Index Interest will exceed the Index Return. The Participation Rate does not guarantee any level of Index Return. Participation Rates apply for the full term of the Index Strategy Segment. Participation Rates are determined at our discretion.
Substitution Of An Index – We have the right to substitute a comparable Index prior to an Index Strategy Segment maturity date if any Index is discontinued or if the calculation of an Index is substantially changed (such as a material change in the formula or method of calculating the Index). We would attempt to choose a substitute Index that has a similar investment objective and risk profile to the replaced Index and would notify you of any such substitutions. Upon substitution of an Index, we will calculate your Index Return on the replaced Index up until the date of substitution and the substitute Index from the date of substitution to the
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Segment maturity date. Other than the reference Index, an Index substitution will not change the terms of your Index Strategy. The performance of the new Index may not be as good as the one that it substituted and as a result your Index Return may have been better if there had been no substitution. At least one Index Strategy will always be available on your policy, but we reserve the right to close an Index strategy at any time. If this happens, no new transfers to that Index Strategy will be allowed and amounts expiring on Segment maturity dates will be moved by us to the fixed rate option, unless you submit separate maturing Segment allocation instructions, until no value remains in that Index Strategy. If an Index Strategy is withdrawn, replaced or closed, we will notify you and any assignee of record.
Effect Of Certain Contract Riders(1) If your Contract includes either the BenefitAccess Rider or Overloan Protection Rider, you may be required to reallocate your entire Contract Fund to the Fixed Rate Option. While the riders are in effect, you will not have access to the Index Strategies or the Variable Investment Options, which could result in limiting the growth potential of your Contract Fund. (2) If you elect the Extended Plus No-Lapse Guarantee option of the Lapse Protection Rider, you will only be able to allocate your Contract Fund to the Index Strategies with Buffers for the first ten (10) Contract Years. You will not be able to allocate to the other investment options until your eleventh (11) Contract Year.
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. 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 for federal tax purposes. Current federal tax law generally excludes Death Benefits from the gross income of the beneficiary of a life insurance contract. However, your Death Benefit could be subject to income tax in certain instances, such as if transferred in accordance with a reportable policy sale. Your Death Benefit may also 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 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 under Section 7702A of the Internal Revenue Code. 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). Under current tax law, lifetime distributions, including loans and assignments, are taxed less favorably (on a gain first basis) under Modified Endowment Contracts. Death Benefit payments under Modified Endowment Contracts, however, like Death Benefit payments under other life insurance contracts, generally are excluded from the gross income of the beneficiary.
Disclosure contained herein is based on current tax law and not intended as tax advice. Tax laws and interpretations are subject to change at any time, which may impact your Contract. You should consult your own tax adviser for complete information and advice.
Issuing Company – No company other than Pruco Life has any legal responsibility to pay amounts that Pruco Life owes under the Contract. You should look to the financial strength of Pruco Life for its claims-paying ability. Amounts allocated to the Index Strategies are held in a non-registered, non-insulated separate account. These assets are subject to the claims of the creditors of Pruco Life and the benefits provided under the Index Strategies are subject to the claims paying ability of Pruco Life.
Business Continuity Risks – The Company is also subject to risks related to disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases (such as COVID-19), utility failures, terrorist acts, political and social developments, and military and governmental actions. These risks are often collectively referred to as “business continuity” risks. These events could adversely affect the Company and our ability to conduct business and process transactions. Although the Company has business continuity plans, it is possible that the plans may not operate as intended or required and that the Company may not be able to provide required services, process transactions, deliver documents or calculate values. It is also possible that service levels may decline as a result of such events.
Cyber Security Risks – With the increasing use of technology and computer systems in general and, in particular, the internet to conduct necessary business functions, we are susceptible to operational, information security and related risks. These risks, which are often collectively referred to as “cyber security” risks, may include deliberate or malicious attacks, as well as unintentional events and occurrences. These risks are heightened by our offering of products with certain features, including those with automatic asset transfer or re-allocation strategies, and by our employment of complex investment, trading and hedging programs. Cyber security is generally defined as the technology, operations and related protocol surrounding and protecting a user’s computer hardware, network, systems and applications and the data transmitted and stored therewith. These measures ensure the reliability of a user’s systems, as well as the security, availability, integrity, and confidentiality of data assets. Deliberate cyber-attacks can include, but are not limited to, gaining unauthorized access (including physical break-ins and attempts to fraudulently induce employees, customers or other users of these systems to disclose sensitive information in order to gain access) to computer systems in order to misappropriate and/or disclose sensitive or confidential information; deleting, corrupting or modifying data; and causing operational disruptions. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (in order to prevent access to computer networks). In addition to deliberate breaches engineered by external actors, cyber security risks can also result from the conduct of malicious, exploited or careless insiders, whose actions may result in the destruction, release or disclosure of confidential or proprietary information stored on an organization’s systems.
Ukraine-Russia Conflict Risk – The military invasion of Ukraine initiated by Russia in February 2022 and the resulting response by the United States and other countries have led to economic disruptions, as well as increased volatility and uncertainty in the financial markets. It is not possible to predict the ultimate duration and scope of the conflict, or the future impact on U.S. and global economies and financial markets. The performance of the Index(es) may be adversely affected.
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DESCRIPTION OF THE INDEX STRATEGIES
Investing In the Index Strategies
Premium Allocations To the Index Strategies – Net premiums are allocated to your investment options pursuant to your premium allocation instructions, subject to restrictions when used in combination with certain riders. See Riders later in this prospectus for more detail. You may allocate up to 100% of your net premiums to the Index Strategies. Net premium allocation instructions are also used for any other amounts placed into the Contract Fund, such as loan repayments, interest credits on outstanding loans, and any Enhanced Disability Benefit payment.
Fixed Holding Accounts – Net premiums and other amounts allocated to the Index Strategies, or funds requested to be transferred to the Index Strategies, will be temporarily placed in a Fixed Holding Account corresponding to an Index Strategy on the effective date of the payment or requested transfer, prior to being transferred to the Index Strategy Segment(s) on the Monthly Transfer Date. Additionally, any portion of a maturing Segment allocated to the Index Strategies will also be placed in a Fixed Holding Account on the applicable Segment maturity date, prior to reallocation to the next Segment or another investment option per your instructions. Net premiums may not be directly allocated to the Fixed Holding Account, as it is only intended to temporarily hold the funds that are being allocated, or requested to be transferred, to a corresponding Index Strategy. Transfers out of a Fixed Holding Account may be requested. For more information, see Transfers And Restrictions On Transfers . Funds may be deducted from a Fixed Holding Account to pay monthly charges, withdrawals, or loans.
Amounts in the Fixed Holding Accounts are part of your Contract Fund. We guarantee that the part of the Contract Fund allocated to the Fixed Holding Accounts will accrue interest daily at an effective annual rate that we declare periodically, but not less than an effective annual rate of 1%. We are not obligated to credit interest at a rate higher than an effective annual rate of 1%, although we may do so.
Monthly Transfer Dates – Each month the current value of the Fixed Holding Accounts (including any interest earned) is transferred into new Segments for the Index Strategies you selected. This transfer occurs on the 15th day of each month and we may refer to it as the Segment start date. If the 15th of the month falls on a weekend or holiday, or any other time the New York Stock Exchange ("NYSE") is closed, the transfer to the Segments will process on the next business day, but we will use the last published Index Value preceding the start date. For example, October 15, 2022, falls on a Saturday, therefore, the transfer from the Fixed Holding Accounts to the Index Strategies would process on Monday, October 17, 2022, with a starting Index Value based on the closing Index Value from Friday, October 14, 2022.
We reserve the right to retain any funds in the Fixed Holding Accounts that were received into the Fixed Holding Accounts within two business days prior to a start date until the following start date. We will notify you in advance if we exercise this right.
Index Strategy Segments (“Segments”) – A new Index Strategy Segment may be created on each monthly Segment start date. Amounts transferred from the Fixed Holding Accounts are combined with any Designated Transfer amounts when creating new Segments. Segments may only be created on monthly start dates. At any given time, the value in the Index Strategies will be equal to the sum of the value in each Segment.
The Segment duration is the time-period allocated to each Index Strategy Segment. The term begins on the Segment start date and ends on the Segment maturity date. Segment durations are one (1) year. The Segment start date begins on the fifteenth (15th) business day of each month and matures one year later.
Once a Segment is created its Index Growth Cap, Step Rate, Participation Rate, Buffer and Floor, as applicable, cannot be changed. No transfers may be requested out of a Segment prior to the Segment maturity date. Under certain circumstances, the Contract may require amounts to be transferred out of Segments prior to the maturity date(s). See Important Considerations of Investing in the Index Strategies on Contract Functions, Features, and Riders later in this prospectus.
Segment Maturity – Segments mature one year from the Segment start date on which they were created. If the 15th of the month falls on a weekend or holiday, or any other time the NYSE is closed, the Segment's maturity will be processed on the next business day, but we will use the last published Index Value preceding the Segment maturity date. Continuing with the example under Monthly Transfer Dates above, when the Index Interest is applied in October of 2023, it would be based on the closing Index Values from Friday, October 14, 2022, and Friday, October 13, 2023, since October 15, 2023, falls on a Sunday.
At Segment maturity, Index Interest may be applied. If your Contract lapses or terminates before the Segment maturity date, no Index Interest will be applied.
After the Contract is issued, you may submit maturing Segment allocation instructions that will direct the proceeds of maturing Segments to your chosen investment option(s), including the Fixed Rate Option, the Index Strategies, or Variable Investment Options, subject to the provisions of any optional Riders you have elected. Currently, the maximum amount that can be allocated to the Variable Investment Options from the Index Strategies is the greatest of: (1) 25% of the maturity value of each Index Strategy Segment; (2) $5,000; and (3) the amount allocated to the Variable Investment Options by the Segment of the same Index Strategy that matured one year prior (if applicable). If you elect the Extended Plus No-Lapse Guarantee option of the Lapse Protection Rider, your allocations are currently restricted to only the Index Strategies with a Buffer for the first ten (10) contract years. Allocation instructions must be in whole percentages totaling 100%. Your maturing Segment allocation instructions must be received in Good Order at our Service Office to become effective. By default, and unless maturing Segment allocation instructions are provided by you, 100% of a maturing Segment value will be allocated to the next available Segment of the same Index Strategy. Value from maturing Segments allocated to the Index Strategies will be temporarily placed into the corresponding Fixed Holding Account on the Segment maturity date and included in the current monthly transfer process to establish a new Segment.
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We reserve the right to delay the election of, or changes to, maturing Segment allocation instructions that are received within two business days prior to a monthly start date. We will notify you in advance if we exercise this right.
Index – Each Index Strategy references an Index that determines the Index Return used to compute the Index Interest. When you allocate to an Index Strategy that is linked to the performance of an Index, you are not investing in the Index. We currently offer Index Strategies based on the S&P 500® Index Price Return, which is the S&P 500® Index excluding dividends. The S&P 500® Index is comprised of 500 stocks considered representative of the overall market. An Index is unmanaged and not available for direct investment. See Appendix B for important information about the Index.
Index Value – The Index Value on any date is the published value of the S&P 500® Index, excluding any dividends that may be paid by the firms that comprise the Index, as of the close of business on that date. If there is no published closing value for the Index on a Segment start date or a Segment maturity date, we will use the most recently published closing value for the Index.
Index Strategy Segment Base – The Index Strategy Segment Base is used in determining the value of an Index Strategy Segment prior to the Segment maturity date and the Index Interest applied on the Segment maturity date.
For the Index Strategies without a Buffer, at any point in time prior to a Segment’s maturity date, the Index Strategy Segment Base is the initial amount transferred to the Segment on the start date, less amounts withdrawn and/or deducted (including loans).
For the Index Strategies with a Buffer, at any point in time prior to a Segment’s maturity date, the Index Strategy Segment Base is the initial amount transferred to the Segment on the start date, less amounts withdrawn and/or deducted (including loans) in the same proportion that the amounts reduced the Interim Value for that Segment.
If the Index Strategy Segment Base is less than zero, we will consider it to be zero.
Index Interest – Index Interest may be applied on each Segment maturity date using the Index Strategy Segment Base, the Index Value on the Segment maturity date, the Index Value on the Segment start date, the Participation Rate, the Index Growth Floor, the Index Growth Cap, the Buffer, and the Step Rate. The method we use to compute interest is shown in the examples below for each Index Strategy. Index Interest can be positive or negative.
Participation Rate – The Participation Rate is used in determining Index Interest for each Index Strategy Segment. We will determine the Participation Rate for each Segment in advance. Once a Segment is created, its Participation Rate will not change. The Participation Rate applicable for any future Index Strategy Segment may change at our discretion. The Participation Rate for each Segment will not be lower than the guaranteed minimum Participation Rate for the Index Strategy. For more information, see Types Of Index Strategies.
Index Growth Floor (“Floor”) – Certain Index Strategies apply an Index Growth Floor, which is used in determining Index Interest for each Segment. We will determine the Floor for each Segment in advance. Once a Segment is created, its Floor will not change. The Floor applicable for any future Segments may change at our discretion. The Floor for each Segment will not be lower than the guaranteed minimum Index Growth Floor for the Index Strategy. The Floor is not a guarantee against loss, as the deduction of Contract charges and fees could reduce the overall cash value of the Index Strategy Segment. For more information, see Types Of Index Strategies.
Index Growth Cap (“Cap”) – Certain Index Strategies apply an Index Growth Cap, which is used in determining Index Interest for each Segment. We will determine the Cap for each Segment in advance. Once a Segment is created, its Cap will not change. The Cap applicable for any future Segment may change at our discretion. The Cap for each Segment will not be lower than the guaranteed minimum Index Growth Cap for the Index Strategy. For more information, see Types Of Index Strategies.
Buffer – Certain Index Strategies apply a Buffer, which is used in determining Index Interest for each Segment. We will determine the Buffer for each Segment in advance. Once a Segment is created, its Buffer will not change. The Buffer applicable for any future Index Strategy may change at our discretion. The Buffer for each Segment will not be lower than the guaranteed minimum Buffer for the Index Strategy. For more information, see Types Of Index Strategies.
Step Rate – Certain Index Strategies apply a Step Rate, which is used in determining Index Interest for each Segment. We will determine the Step Rate for each Segment in advance. Once a Segment is created, its Step Rate will not change. The Step Rate applicable for any future Segment may change at our discretion. The Step Rate for each Segment will not be lower than the guaranteed minimum Step Rate for the Index Strategy. For more information, see Types Of Index Strategies.
Designated Transfers – To facilitate large premium payments intended for the Index Strategies, you may establish reoccurring, monthly transfers, called Designated Transfers, to the Index Strategies. This will allow for multiple Segments for each Index Strategy to be created, over time, from one (or more) premium payment. When you create a Designated Transfer, we move the dollar amount specified from the Fixed Rate Option to the elected Index Strategies on the Monthly Transfer Date. The amount of the Designated Transfer is combined with any amounts transferred from the corresponding Fixed Holding Accounts to form new Segments. You may choose to limit the number of monthly Designated Transfers to a set number of occurrences. Designated Transfers must be specified in dollar amounts (not percentages) and can be directed to one or more of the available Index Strategies. Designated Transfers may not originate from any of the Variable Investment Options. There is no minimum Designated Transfer dollar amount or number of occurrences.
If on any Monthly Transfer Date, the value in the Fixed Rate Option is less than the specified amount, we will transfer the full value of Fixed Rate Option to the designated Index Strategy(ies). Months where only a partial transfer or no transfer takes place because the Fixed Rate Option has insufficient value, or no value, will count against the number of months elapsed in your instructions. Your Designated Transfer instructions stay in effect until cancelled by you, are stopped by us due to certain situations described below under “Loans” and “Riders”, or the requested number of monthly occurrences have been processed. If the Fixed Rate Option value is zero and the Designated Transfer instructions have not been cancelled, stopped, or expired, Designated Transfers will
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automatically resume when the Fixed Rate Option value is replenished. You may change the amount of the Designated Transfer at any time and your new instructions will take effect on the next Monthly Transfer Date.
Your request to change or cancel your Designated Transfer instructions must be received in Good Order at our Service Office to become effective. We reserve the right to postpone the effective date for one month of any request to add or change a Designated Transfer if the request is received within two business days of a monthly start date. We will notify you in advance if we exercise this right.
Types Of Index Strategies
The Contract offers multiple Index Strategies which provide Index Interest based on the performance of an underlying Index. Index Interest is the amount you receive on an Index Strategy Segment maturity date based on the Index Strategy Segment Base and the performance limitations imposed by the Index Strategy. The Index Interest may be positive or negative, which means you can lose Contract Fund value and prior earnings. You may allocate all or a portion of your premium payments or Contract Fund into one or more Index Strategies. The Index Strategies are not invested in any underlying Index. We do not guarantee any Index Interest will be applied to the Index Strategy Segments. There is a risk of loss of your investment with buffered strategies because the Segment will participate in the negative Index Return in excess of the level of protection provided by the Buffers. There is also a risk of loss with the Capped with Floor Index Strategy if the Index Return is less than the Contract fees and charges assessed during the Segment.
We currently offer the following Index Strategies: Capped with Buffer, Capped with Floor, and Step Rate Plus with Buffer. These Index Strategies are explained below. As a result of economic market conditions, or utilization of the Index Strategies, we reserve the right to add and remove Index Strategies at any time. Additions or removals would be effective with any newly issued contracts or upon reallocation for any existing Contract Owner. Index Strategy removals would not impact existing Contract Owners currently allocated to that Index Strategy prior to the maturity date(s) of any open Segment(s). Index Strategy reallocation instructions must be made via a form provided by Us. For currently available Index Strategies, as well as other investment options, please see our website at www.Prudential.com/eProspectus.
If you are allocating to an Index Strategy with an additional Premium Payment, please note that we reserve the right to limit, suspend or reject any additional Premium Payment at any time, but would do so only on a non-discriminatory basis.
Note Regarding Examples – The examples set forth below, as well as other examples found throughout this prospectus, are intended to illustrate how various features of the Contract work. These examples should not be considered a representation of past or future performance of any Index Strategies. Actual performance may be greater or less than those shown in the examples. Similarly, the Index Interest in the examples are not an estimate or guarantee of future Index performance. The Caps, Participation Rates, Step Rates, Buffers and Floors for the Index Strategies shown in the following examples are for illustrative purposes only and may not reflect actual declared rates. In addition, values may be rounded for display purposes only.
Buffers – The Buffer limits the amount of negative Index Interest that may be applied to the Contract Fund allocated to an Index Strategy Segment that is held until maturity. We will declare Buffers that will be available on the Segment start date. The Buffer is the amount of the protected negative Index Return. Any negative Index Interest in excess of the Buffer reduces the value of the Contract Fund allocated to the Index Strategy Segment. The Contract offers Index Strategies with 10% Buffers. Additional Buffers for new Index Strategies may be set at the Company's discretion. The guaranteed minimum Buffer that may be offered for a new Index Strategy is 5%. The following hypothetical example demonstrates how the Buffer functions in scenarios where the Index Return is negative at Segment maturity.
















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Hypothetical Example: how the Buffer works
Scenario 1:
Segment Start Date1/15/2021
Index Strategy1-Year Capped with a 10% Buffer
Index Value at Segment Start Date1,569
Index Strategy Segment Base$100,000
Segment Maturity Date1/15/2022
Index Value at Segment Maturity Date1,333
Index Return -15% ((1333-1569)/1569)
Index Strategy Segment Base Upon Segment Maturity Date$95,000 ($100,000-$5,000)
Because the Buffer protects the first 10% of the loss, the Index Strategy Segment only experiences a 5% loss (-15% Index Return + 10% Buffer = -5% Loss) or $100,000*-5.00% = -$5,000.
Scenario 2:
The following year, assuming the same Index Strategy:
Segment Maturity Date1/15/2023
Index Value at Segment Maturity Date1298
Index Return-3%
Index Strategy Segment Base upon Segment Maturity Date$95,000
Because the Buffer protects against the first 10% of the loss, no negative Index Interest is applied to the Index Strategy Segments because the loss in the Index Interest was less than the 10% Buffer.
Scenario 1: The Index Return is -15%. Your Index Interest is -5%, because the Buffer protected you from the initial 10% loss.
Scenario 2: The Index Return is -3%. Your Index Interest is 0%, because the Buffer protected you from the loss.
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Capped With Buffer Index Strategy
The Index Growth Cap (“Cap”) is the maximum rate that may be credited to a Capped with Buffer Index Strategy Segment. A different Cap may be declared for different Segments. The Capped with Buffer Index Strategy is available in 1-year Segments.
If the Index Return multiplied by the Participation Rate is positive and equal to or greater than the Cap, then the Index Interest is equal to the Cap. If the Index Return multiplied by the Participation Rate is positive, but less than the Cap, the Index Interest is equal to the Index Return multiplied by the Participation Rate.
If the Index Return is negative, but less than or equal to the Buffer, the Index Interest is zero. Otherwise, the Index Interest is equal to the negative Index Return in excess of the Buffer.

Hypothetical Example: how the Capped With Buffer Index Strategy works
Assumptions: Cap (12%); Buffer (10%); Participation Rate (100%)
SCENARIO 1:
Positive Index Return of 4% is less than the Cap. Your Index Interest is 4%.
SCENARIO 2:
Positive Index Return of 20% exceeds the Cap. Your Index Interest is 12%, which is equal to the Cap.
SCENARIO 3:
Negative Index Return of -4% is within the Buffer. Due to the 10% Buffer, you are protected from loss and your Index Interest is 0%.
SCENARIO 4:
Negative Index Return of -12% exceeds the Buffer. The Buffer protects you from the first -10% of loss, so your Index Interest is -2%.
cappedwithbuffersc.jpg
In the preceding hypothetical example the strategy's upside potential equals 100% of the Index Return up to an assumed Index Growth Cap of 12%. Partial downside protection is provided through the Buffer where index losses within the Buffer are protected. Index losses that exceed the Buffer will result in a loss of value to the Contract Fund.
The Cap and Participation Rate applies to a Segment for the duration of the Segment. We will declare new rates for each subsequent Segment.
Subsequent Caps may be higher or lower than previously declared Caps but will never be less than the guaranteed minimum Index Growth Cap. Subsequent Caps may differ from the Caps used for new contracts or for other contracts issued at different times. We will determine new Caps on a basis that does not discriminate unfairly within any class of contracts. The guaranteed minimum Index Growth Cap equals 5.00% for a one-year Segment.
The Participation Rate applicable for any future Index Strategy Segment may change at our discretion. The Participation Rate for each Segment will not be lower than the guaranteed minimum Participation Rate. The guaranteed minimum Participation Rate is 100%.




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Capped With Floor Index Strategy
The Index Growth Floor is the minimum rate of interest that will be applied to a given Segment and is used in determining the Index Interest for each Segment. When calculating the Index Interest, the Index Growth Floor is applied after the Participation Rate and before the Index Growth Cap.
The guaranteed minimum Index Growth Floor rate for the Capped with Floor Index Strategy is 0%. At Segment maturity, the Index Growth Floor will be applied when determining the Index Interest.
Although the floor provides protection against loss due to negative Index Returns, the deduction of Contract charges and fees could reduce the overall cash value of the Index Strategy.
The Index Growth Cap (“Cap”) is the maximum rate that may be credited to a Capped with Floor Index Strategy Segment. A different Cap may be declared for different Segments. The Capped with Floor Index Strategy is available in 1-year Segments.
If the Index Return multiplied by the Participation Rate is positive and equal to or greater than the Cap, then the Index Interest is equal to the Cap. If the Index Return multiplied by the Participation Rate is positive, but less than the Cap, the Index Interest is equal to the Index Return multiplied by the Participation Rate.
If the Index Return is equal to the Floor or negative, the Index Interest is zero.
Hypothetical Example: how the Capped With Floor Index Strategy works
Assumptions: Cap (8%); Floor (0%); Participation Rate (100%)
SCENARIO 1:
Positive Index Return of 4% is less than the Cap. Your Index Interest is 4%.
SCENARIO 2:
Positive Index Return of 15% exceeds the Cap. Your Index Interest is 8% which is equal to the Cap.
SCENARIO 3:
Flat Index Return of 0% is equal to the Floor. Your Index Interest is 0%.
SCENARIO 4:
Negative Index Return of -5% is below the Floor. Due to the 0% floor, you are protected from loss and your Index Interest is 0%.
cappedwithfloorsc.jpg
In the preceding hypothetical example the strategy's upside potential equals 100% of the Index Return up to an assumed Index Growth Cap of 8%. Downside protection is provided by the Floor where index losses below the Floor are protected.
The Cap, Participation Rate and Floor apply to a Segment for the duration of the Segment. We will declare new rates for each subsequent Segment.
Subsequent Caps may be higher or lower than previously declared Caps but will never be less than the guaranteed minimum Index Growth Cap. Subsequent Caps may differ from the Caps used for new contracts or for other contracts issued at different times. We will determine new Caps on a basis that does not discriminate unfairly within any class of contracts. The guaranteed minimum Index Growth Cap equals 2.00% for a one-year Segment.
The Participation Rate applicable for any future Index Strategy Segment may change at our discretion. The Participation Rate for each Segment will not be lower than the guaranteed minimum Participation Rate. The guaranteed minimum Participation Rate is 100%.
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Step Rate Plus With Buffer Index Strategy
When the Index Return is zero or positive, the Step Rate is the minimum amount of Index Interest that would be applied. The Participation Rate used in the Step Rate Plus with Buffer Index Strategy is the percentage of an Index Return that may be credited if the Index Return multiplied by the Participation Rate exceeds the Step Rate. A Participation Rate only applies when the Index Return is positive and the application of the Participation Rate results in a percentage of an Index Return that is greater than the Step Rate.
If the Index Return multiplied by the Participation Rate is between zero (including zero) and the declared Step Rate, then the Index Interest is equal to the Step Rate. If the Index Return multiplied by the Participation Rate is greater than the Step Rate, the Index Interest is equal to the greater of the Index Return multiplied by the Participation Rate or the Step Rate. If the Index Return multiplied by the Participation Rate is negative, but less than or equal to the Buffer, the Index Interest is zero. Otherwise, the Index Interest is equal to the negative Index Return in excess of the Buffer.
Hypothetical Example: how the Step Rate Plus With Buffer Index Strategy works in positive Index Return scenarios
Upside potential – When the Index Return multiplied by the Participation Rate is zero or positive the Index Interest will be the greater of the Step Rate or the Index Return multiplied by the Participation Rate. 
Assumptions: Step Rate (6%); Buffer (10%); Participation Rate (90%).
Scenario 1:
The Index Return is 4%. Your Index Interest is the greater of the 6% Step Rate or 90% participation in the 4% Index Return, which is 3.6%. Your Index Interest is 6%.
Scenario 2:
The Index Return is 20%. Your Index Interest is the greater of the 6% Step Rate or 90% participation in the 20% Index Return, which is 18%. Your Index Interest is 18%.
Scenario 3:
The Index Return is 6.5%. Your Index Interest is the greater of the 6% Step Rate or 90% participation in the 6.5% Index Return, which is 5.85%. Your Index Interest is 6%.
steprateplus_posc.jpg
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Hypothetical Example: how the Step Rate Plus With Buffer Index Strategy works in negative Index Return scenarios
Partial downside protection is provided through the Buffer where Index losses within the Buffer are protected. Index losses that exceed the Buffer will result in a loss of value to the Contract Fund.
Assumptions: Step Rate (6%); Buffer (10%); Participation Rate (90%).
Scenario 1:
Negative Index Return of -4% is within the Buffer. Due to the 10% Buffer, you are protected from loss and your Index Interest is 0%.
Scenario 2:
Negative Index Return of -17% exceeds the Buffer. The Buffer protects you from the first -10% of loss, so your Index Interest is -7%.
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There is no maximum amount of Index Interest with the Step Rate Plus with Buffer Index Strategy. The Step Rate and Participation Rate apply to a Segment for the duration of the Segment. We will declare a new Step Rate and Participation Rate for each subsequent Segment.
Subsequent Step Rates and Participation Rates may be higher or lower than previously declared Step Rates and Participation Rates, but will never be less than the guaranteed minimum Step Rate and guaranteed minimum Participation Rate. The guaranteed minimum Step Rate equals 1.00%. The guaranteed minimum Participation Rate will not be less than 60.00%. Subsequent Step Rates and Participation Rates may differ from the Step Rates and Participation Rates used for new contracts or for other contracts issued at different times. We will determine new Step Rates and Participation Rates on a basis that does not discriminate unfairly within any class of contracts.
Valuing Your Investment And Interim Value Of Index Strategy Segments
Processing and Valuing Transactions – Pruco Life is generally open to process financial transactions on those days that the New York Stock Exchange (NYSE) is open for trading. There may be circumstances where the NYSE does not open on a regularly scheduled date or time or closes at an earlier time than scheduled (normally 4:00 p.m. Eastern Time). Generally, financial transactions received in Good Order before the close of regular trading on the NYSE will be processed according to the value next determined following the close of business. Financial transactions received on a non-business day or after the close of regular trading on the NYSE will be processed based on: (1) the value next computed on the next Valuation Day for Variable Investment Options, or (2) the value determined using the last published Index Value for Index Strategies.
We will not process any financial transactions involving purchase or redemption orders on days that the NYSE is closed. Pruco Life will also not process financial transactions involving purchase or redemption orders or transfers on any day that:
a.trading on the NYSE is restricted;
b.an emergency, as determined by the SEC, exists making redemption or valuation of securities held in the Separate Account impractical;
c.the SEC, by order, permits the suspension or postponement for the protection of security holders; or
d.the applicable Index Value is not published.
In certain circumstances, we may need to correct the processing of an order. In such circumstances, we may incur a loss or receive a gain depending upon the price of the security when the order was executed and the price of the security when the order is
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corrected. With respect to any gain that may result from such order correction, we will retain any such gain as additional compensation for these correction services.
Interim Value Of Index Strategies With a Buffer – On each Valuation Day during the year, other than Segment start date(s) and Segment maturity date(s), each Index Strategy with a Buffer is valued using an Interim Value. When we discuss Interim Value, it is only in relation to Index Strategies that offer a Buffer. Interim Value is not calculated for the Index Strategy(ies) with an Index Growth Floor. The Interim Value is used to calculate amounts available for withdrawal, loan, surrender, transfer, payment of a death claim, or payment of Contract fees and charges. The Interim Value also is used to determine how much the Index Strategy Segment Base will be reduced after a deduction, transfer, charge, or withdrawal.
The Interim Value is also included in the value of the Contract Fund and Cash Surrender Value to reflect the amount in the applicable Segment prior to the maturity date. The Interim Value reflects the value of each Segment of an Index Strategy with a Buffer taking into account the current price of the underlying Index, the time remaining until the Segment maturity date, and the current value of the investments we have made to fund our obligations under the Index Strategy Segment. The Interim Value is an estimate of the current value of fixed income and derivative instruments we could purchase to assure our ability to meet our obligations to the Contract Owner at a Segment maturity date. We use a portfolio of fixed income instruments and derivatives to replicate our obligations to calculate Index Interest for the Index Strategy Segments. These derivatives are valued using the Black-Scholes Model. There are many external factors that may impact the Interim Value including changes in the Indices, changes in the interest rate environment, and volatility.
The Interim Value assesses the fair value of the assets allocated to an Index Strategy Segment (Index Strategy Segment Base) plus the current value of the portfolio of options utilized to replicate the performance of these Index Strategy Segments.
The Interim Value for the applicable Index Strategy Segment is equal to (1) + (2) where:
(1) is the fair value of the Index Strategy Segment Base on the Valuation Day the Interim Value is calculated.
(2) is the current value of replicating the portfolio of options on the Valuation Day the Interim Value is calculated.
1.The fair value of the Index Strategy Segment Base is meant to represent the market value of the investments supporting each Index Strategy Segment.
2.Current value of replicating the portfolio of options – We utilize a fair market value methodology to value replicating the portfolio of options that support this product.
For each Index Strategy Segment, we solely designate and value options, each of which is tied to the performance of the Index associated with the Index Strategy. We use derivatives to provide an estimate of the gain or loss on the Index Strategy Segment Base that could occur at the end of the Index Strategy Segment Duration. This estimate also reflects the impact of the Index Growth Cap, Participation Rate, Step Rate and Buffer at the end of the Index Strategy Segment as well as the estimated cost of exiting the replicating options prior to the Index Strategy Segment maturity date. The valuation of the options is based on standard methods for valuing derivatives and based on inputs from third party vendors. The methodology used to value these options is determined solely by us and may vary, higher or lower, from other estimated valuations or the actual selling price of identical derivatives. Any variance between our estimated fair value price and other estimated or actual prices may be different from Index Strategy type to Index Strategy type and may also change from day to day.
See Appendix A for additional information regarding the Interim Value calculation.
The following example assumes no deductions from the Segments and also uses one day market data for calculating the fair value and the option value during the start of the Segment and also 9 months into the Segment.
Note on examples: years are assumed to have 365 days.
Index Strategy Segment Start Date: 6/15/2022
Net Premium Payment: $150,000
Allocated to:
  33% 1-Year Step Rate Plus with Buffer$49,500Step RateParticipation Rate
6%90%
  33% 1-Year Capped with Buffer$49,500Index Growth Cap Participation Rate
20%100%
34% 1-Year Capped with Floored$51,000Index Growth CapParticipation Rate
7%100%




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On the Index Strategy Segment Start Date
Index StrategyStep Rate Plus
With Buffer
Capped With BufferCapped With Floor
Index Strategy Segment Duration (in months)121212
Months elapsed since Index Strategy Start Date000
Index Strategy Segment Base$49,500$49,500$51,000
Buffer10%10%N/A
Starting Index Value$1,000$1,000$1,000
Total Contract Fund$49,500$49,500$51,000
Index Return Is Negative
Index StrategyStep Rate Plus
With Buffer
Capped With BufferCapped With Floor
Months elapsed since Index Strategy Segment Start Date999
Time Remaining in Index Strategy Segment Duration (in months)333
Index Value on Calculation Date$800$800$800
Index Return on Calculation Date-20%-20%N/A
1. Fair Value of Index Strategy Segment Base$49,231.42$49,305.73N/A
2. Options Value-$5,085.43-$5,085.95N/A
Interim Value for each Index Strategy Segment (1+2)$44,145.99$44,219.78N/A
Total Contract Fund$44,145.99$44,219.78$51,000
Index Return Is Positive
Index StrategyStep Rate Plus
With Buffer
Capped With BufferCapped With Floor
Months elapsed since Index Strategy Segment Start Date999
Time Remaining in Index Strategy Segment Duration (in months)333
Index Value on Calculation Date$1,200$1,200$1,200
Index Return on Calculation Date20%20%N/A
1. Fair Value of Index Strategy Segment Base$49,231.42$49,305.73N/A
2. Options Value$9,001.78$7,919.55N/A
Interim Value for Each Index Strategy Segment (1+2)$58,233.20$57,225.28N/A
Total Contract Fund$58,233.20$57,225.28$51,000
Managing Your Account Value
Unless required by the terms of the Contract, which includes any riders you have elected, you may not transfer Contract Funds out of an Index Strategy Segment prior to its maturity date.
You may transfer Contract Funds between Variable Investment Options at any time, subject to any transfer limitations described in your Contract’s prospectus. On each Segment maturity date, subject to any allocation restrictions (described in the chart below), you may reallocate Contract Funds allocated to Variable Investment Options, the Fixed Rate Option, and any Index Strategy Segment that has reached its maturity date into any available Index Strategy.
Upon receipt of your instructions in Good Order for reallocation of Contract Funds to or from an Index Strategy, we will process the reallocation on the next Segment start date. If we do not receive instructions from you in Good Order prior to the Segment start date, the value of the Contract Fund in any Index Strategy Segment that has reached the Segment maturity date will automatically be allocated to the next Segment of the same Index Strategy or to your last known instructions we have on file. If the same Index Strategy is no longer available, the value of the Contract Fund in any Index Strategy Segment that has reached the Segment maturity date will automatically be allocated to the Fixed Rate Option.
The table below shows when transfers among the investment options are permitted. The Interim Value rules do not apply to these transfers. If you submit a claim under the Chronic Illness Option of the BenefitAccess Rider or exercise the Overloan Protection Rider, you will be subject to additional transfer restrictions and the Interim Value rules will apply. See Riders for more detail.
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From Account
To Account
When Allocation Can Occur
Variable Investment Option
Variable Investment Option or
Fixed Rate Option
Any Business Day
(subject to annual limit(1))
Variable Investment Option or
Fixed Rate Option
Index Strategy Segment
(including Fixed Holding Account)
Allocations can move to the Fixed Holding Account on any Business Day, then to the Index Strategy Segment on the next available start date
(subject to annual limit(1))
Index Strategy Segment
Index Strategy Segment or
Fixed Rate Option
(including Fixed Holding Account)
Index Strategy Segment Maturity Date
(subject to limitations(2)
Index Strategy Segment
Variable Investment Option
Index Strategy Segment Maturity Date (subject to limitations(2)(3))
Fixed Rate OptionVariable Investment Option
Any Business Day
(subject to annual limit(4))
1.Currently limited to twelve (12) transfers per Contract Year or twenty (20) transfers per Calendar Year.
2.If you elected the Extended Plus No-Lapse Guarantee option of the Lapse Protection Rider, you may only allocate to Index Strategies with Buffers for the first ten (10) policy years.
3.Reallocation elections are currently limited to the greatest of: (1) 25% of the value of the maturity value of each Index Strategy Segment; (2) $5,000; or (3) the amount allocated to the Variable Investment Options by the Segment of the same Index Strategy that matured one year prior.
4.Annual reallocation elections are currently limited to the greatest of: (1) 25% of the value of the Fixed Rate Option as of the end of the previous Contract Year; (2) $5,000; or (3) the amount allocated to the Variable Investment Options from the Fixed Rate Option in the prior year.

IMPORTANT CONSIDERATIONS OF INVESTING IN THE INDEX STRATEGIES ON
CONTRACT FUNCTIONS, FEATURES, AND RIDERS
Charges And Expenses
Unless you have directed otherwise, monthly Contract charges (Cost of Insurance, Administrative Charge for the Basic Insurance Amount, Additional Mortality Charge for Certain Risks, and Charges for Rider Coverage) are generally deducted proportionately from the dollar amounts held in each of the Variable Investment Options and the Fixed Rate Option. If the amounts in the Variable Investment Options and the Fixed Rate Option are insufficient to cover the monthly charges, the Variable Investment Options and the Fixed Rate Option will be reduced to zero and the remaining amount due will be deducted first proportionally from dollar amounts held in each of the Fixed Holding Accounts and then (if necessary) from the Index Strategies. Monthly charges deducted from the Index Strategies will be taken proportionally from the most recently created Segment first and continue in a last in – first out (“LIFO”) manner, as needed.
Surrender Charge – If, during the first fifteen (15) Contract Years the Basic Insurance Amount is decreased (including as a result of a withdrawal or a Death Benefit type change), we may deduct a percentage of the surrender charge. The surrender charge is generally deducted proportionately from the dollar amounts held in each of the Variable Investment Options and the Fixed Rate Option. If the amounts in the Variable Investment Options and the Fixed Rate Option are insufficient to cover the surrender charge, the Variable Investment Options and the Fixed Rate Option will be reduced to zero and the remaining amount due will be deducted first proportionally from dollar amounts held in each of the Fixed Holding Accounts and then (if necessary) the Index Strategies. A surrender charge deducted from the Index Strategies will be taken proportionally from the most recently created Segment first and continue in a last in - first out (“LIFO”) manner, as needed.
Mortality And Expense Risk Charge – This charge is not assessed against amounts allocated to the Fixed Rate Option, the Fixed Holding Accounts, or the Index Strategies.
Allocated Charges – The Index Strategies and the Fixed Holding Accounts may not be used as a source fund for allocated charges.
Riders
BenefitAccess Rider – When you submit a claim under the Chronic Illness Option, you must authorize a transfer of all Contract Fund value from the Variable Investment Options, the Index Strategies, and the Fixed Holding Accounts to the Fixed Rate Option. You will not receive Benefit Payments if you do not transfer all Contract Fund value to the Fixed Rate Option. Also, your net premium allocation instructions may only utilize the Fixed Rate Option while your claim is reviewed and while you are receiving Benefit Payments. When a claim is submitted, any open Segments must be immediately transferred to the Fixed Rate Option at each Segment’s Interim Value, if applicable. In other words, you may not hold those Segments until maturity.
Each Benefit Payment will reduce the Contract Fund, which will be entirely allocated to the Fixed Rate Option.
Overloan Protection Rider – If you exercise this rider, any unloaned Contract Fund value remaining in the Variable Investment Options, Index Strategies, and Fixed Holding Accounts must be transferred to the Fixed Rate Option. Premium allocation instructions must be updated, if necessary, to only include the Fixed Rate Option. When the rider is exercised any open Segment must
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immediately be transferred to the Fixed Rate Option at each Segment’s Interim Value, if applicable. In other words, you may not hold those Segments until maturity.
Lapse Protection Rider – If you elect the Lapse Protection Rider and choose the Extended Plus No-Lapse Guarantee option, your investment allocations will be restricted to the Index Strategies with Buffers for the first ten (10) Contract Years. This means you will not have access to the Fixed Rate Option, Index Strategies with Floors or the Variable Investment Options until the beginning of Contract Year eleven (11). Any premium payments received during the first ten (10) Contract Years will be immediately allocated to the Index Strategies with Buffers on the next Segment start date. Maturing Segments during the first ten (10) Contract Years will automatically be reallocated to the same Index Strategy on the next Segment start date, unless you request they be allocated to a different Index Strategy with a Buffer. You will not be allowed to utilize the Designated Transfer program. Although you will have reallocation access to the other investment options beginning in Contract Year eleven (11), any other transfer limitations imposed under the Contract will still apply.
Premiums
Allocation Of Premiums – In addition to the Variable Investment Options and the Fixed Rate Option, you may choose to allocate all or a portion of your net premiums to the Index Strategies. After the end of the 10 day right to cancel period, initial and subsequent net premium amounts allocated to the Index Strategies will be placed in the Fixed Holding Accounts until the next Monthly Transfer Date. We reserve the right to retain any funds in the Fixed Holding Accounts that were received into the Fixed Holding Accounts within two business days prior to a start date until the following monthly start date. We will notify you in advance if we exercise this right.
We reserve the right to initiate a transfer restriction period whenever a requested loan causes a reduction in value of a Segment. Net Premiums may not be allocated to the Index Strategies during this period. See Loans (below).
Transfers And Restrictions On Transfers – You may transfer amounts from the Variable Investment Options and/or the Fixed Rate Option to the Index Strategies. Amounts transferred to the Index Strategies will first be placed in the Fixed Holding Accounts until the next start date. Any such requested transfers count towards the limit of 12 transfers per Contract Year and the limit of 20 transfers per calendar year. Transfers from the Fixed Rate Option to the Index Strategies may be made in any amount or percentage and are exempt from the maximum amount limitations applied when requesting a transfer from the Fixed Rate Option to the Variable Investment Options. If you elect the Extended Plus No-Lapse Guarantee option of the Lapse Protection Rider, you may only transfer among Index Strategies with Buffers for the first ten policy years. If you submit a claim under the Chronic Illness Option of the BenefitAccess Rider or exercise the Overloan Protection Rider your entire contract fund must be allocated to the Fixed Rate Option and you may not transfer to any other investment option. We reserve the right adjust the limits on the amounts or percentages that may be transferred among the investment options. Additionally, we reserve the right to retain any funds in the Fixed Holding Accounts that were received into the Fixed Holding Accounts within two business days prior to a start date until the following monthly start date. We will notify you in advance if we exercise this right.
Other than at time of Segment maturity, you may not transfer any amounts from the Index Strategies to either the Variable Investment Options, subject to limitations, or the Fixed Rate Option.
You may transfer amounts from the Fixed Holding Accounts to the Fixed Rate Option . You may not transfer amounts from the Fixed Holding Accounts to the Variable Investment Options. Any such requested transfers from the Fixed Holding Accounts applies towards the limit of 12 transfers per Contract Year and the limit of 20 transfers per calendar year. Transfers from the Fixed Holding Accounts to the Fixed Rate Option may be made in any amount or percentage. You may not conduct transfers from the Fixed Holding Accounts via the website. We reserve the right to deny a transfer request from the Fixed Holding Accounts if the request is received within two business days prior to a Monthly Transfer Date. We will notify you in advance if we exercise this right.
Designated Transfers do not count towards the limit of 12 transfers per Contract Year or the limit of 20 transfers per calendar year. We reserve the right to count such transfers towards the limit. The Fixed Rate Option transfer restrictions do not apply to Designated Transfers.
We reserve the right to initiate a transfer restriction period whenever a requested loan causes a reduction in value of a Segment. See Loans (below).
Default Reallocations/Transfers – If you have not instructed us otherwise, any Index Strategy Segment that has reached a Segment maturity date will automatically renew into the same Index Strategy. If the same Index Strategy is no longer available, the Contract Funds associated with the closed Index Strategy will be transferred proportionally according to your current instructions, or, if you have no instructions on file, the amount at segment maturity will default to the Fixed Rate Option. We reserve the right to stop offering any Index Strategy at any time.
Dollar Cost Averaging – The Index Strategies, the Fixed Rate Option and the Fixed Holding Accounts may not participate in dollar cost averaging.
Auto-Rebalancing – The Index Strategies, the Fixed Rate Option and the Fixed Holding Accounts may not participate in auto-rebalancing.
Death Benefits
When Death Benefit Proceeds Are Paid – We have the right to delay payment of the Death Benefit attributable to the Fixed Rate Option and Fixed Holding Accounts for up to six months (or a shorter period if required by applicable law). Where required, we will pay interest if such a payment is delayed for more than the number of days established by applicable law. We have the right to postpone paying the part of the proceeds that is to come from any Index Strategy and/or any variable investment option if: (1) the
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New York Stock Exchange is closed; (2) the SEC requires that trading be restricted or declares an emergency; or (3) the applicable Index Value is not published.
Contract Values
The total amount invested in the Contract Fund at any time consists of:
(a) the Variable Investment Options;
(b) the Fixed Rate Option;
(c) the Fixed Holding Accounts;
(d) the Index Strategies; and
(e) any Contract loan.
How the Contract’s Cash Surrender Value Will Vary – The Contract's Cash Surrender Value on any date will be the Contract Fund less any applicable surrender charge and less any Contract Debt plus any Additional Amount upon surrender. The Index Strategies and the Fixed Holding Accounts are part of the Contract Fund and therefore are included in the Contract’s Cash Surrender Value calculation. The Contract Fund value changes daily, reflecting:
(a) increases or decreases in the value of the Fund(s);
(b) interest credited on any amounts allocated to the Fixed Rate Option;
(c) interest credited on any amounts allocated to the Fixed Holding Accounts;
(d) any Index Interest on a maturing Index Strategy Segment;
(e) any value of an Index Strategy Segment prior to maturity;
(f) interest credited on any loan; and
(g) the daily asset charge for mortality and expense risks assessed against the Variable Investment Options.
Loans – When a loan is requested, an amount equal to the loan proceeds is transferred out of the Variable Investment Options and/or the Fixed Rate Option, as applicable. Unless you direct us to take the loan amount from specific investment options, and we agree, the reduction will be made proportionally based on the loanable value held in each of the Variable Investment Options and the Fixed Rate Option. If the amounts in the Variable Investment Options and the Fixed Rate Option are insufficient to cover the requested loan amount, the Variable Investment Options and the Fixed Rate Option will be reduced by the maximum available loanable amount and the remaining amount will be deducted first proportionally from dollar amounts held in each of the Fixed Holding Accounts and then (if necessary) the Index Strategies. Loans deducted from the Index Strategies will be taken from the most recently created Segment first and continue in a last in–first out (“LIFO”) manner, as needed.
You may not direct a loan to be deducted only from the Index Strategies or the Fixed Holding Accounts.
We reserve the right to initiate a transfer restriction period whenever a requested loan causes a reduction in value of a Segment or there is a non-elective transfer from a Segment to another investment option before the maturity date. The transfer restriction period is a 12-month period when no portion of a premium payment may be allocated to the Index Strategies, no transfers from the Variable Investment Options or Fixed Rate Option into the Index Strategies will be permitted, and Designated Transfers will be cancelled. This period begins on the date any portion of a loan causes a reduction in the value of a Segment, except to the extent such reduction is solely due to unpaid interest on the applicable loan; or the date there is a non-elective transfer from a Segment to another investment option before the Index Strategy Segment maturity date. When the transfer restriction period ends, you will again be permitted to allocate premiums to, and transfer funds into, the Index Strategies, and you may provide new Designated Transfer instructions. We will notify you in advance if we exercise this right.
Withdrawals – When a withdrawal is made, an amount equal to the withdrawal amount plus any associated charges is deducted from the Variable Investment Options and/or the Fixed Rate Option, as applicable. Unless you direct us to take the withdrawal plus any associated charges from specific investment options, and we agree, the reduction of the Contract Fund will be made proportionally based on the value held in each of the Variable Investment Options and the Fixed Rate Option. If the amounts in the Variable Investment Options and the Fixed Rate Option are insufficient to cover the requested withdrawal amount plus any associated charges, the Variable Investment Options and the Fixed Rate Option will be reduced to zero and the remaining amount will be deducted first proportionally from dollar amounts held in each of the Fixed Holding Accounts and then (if necessary) from the Index Strategies. Withdrawals deducted from the Index Strategies will be taken from the most recently created Segment first and continue in a last in - first out (“LIFO”) manner, as needed.
You may not direct a withdrawal (and any associated charge), to be deducted only from the Index Strategies or the Fixed Holding Accounts.
When Proceeds Are Paid – We have the right to delay payment of the Cash Surrender Value attributable to the Fixed Rate Option and the Fixed Holding Accounts for up to six months (or a shorter period if required by applicable law). Where required, we will pay interest if such a payment is delayed for more than the number of days established by applicable law.
Elements Subject To Change – Subject to any guarantees described in this prospectus and your Contract’s prospectus, and shown in your Contract's data pages, we have the right to set and to change from time to time the following elements used in calculating the Index Interest for the Index Strategies: Buffer, Step Rate, Participation Rate, Index Growth Floor, and Index Growth Cap. We will not change the Index elements more frequently than once per month. Any setting of, or changes to any element described above will take into consideration one or more factors including, but not limited to expenses, investment earnings, and profit. Changes will be based on our future expectations with respect to any one or more of the factors we use to determine such changes. Any changes in
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Index elements will be on a class basis as we determine, and such changes may increase or decrease the Index Interest for future Segments. All changes will be determined only prospectively.
Changes to the Buffer, Step Rate, Participation Rate, Index Growth Cap, and Index Growth Floor are not tied to the performance of an Index. Note that the most current Buffer, Step Rate, Participation Rate, Index Growth Cap, and Index Growth Floor can be found on www.Prudential.com/eProspectus or obtained by contacting your Pruco Life representative or our customer service office at 800-778-2255, Monday through Friday, 8:00 a.m. to 8:00 p.m., Eastern Time.
ADDITIONAL INFORMATION
Description Of Pruco Life Insurance Company
Pruco Life Insurance Company (“Pruco Life” or “Company”) is a wholly-owned subsidiary of The Prudential Insurance Company of America (“Prudential”), which in turn is a direct wholly owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”). Pruco Life is a stock life insurance company 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, and sells such products primarily through affiliated and unaffiliated distributors. As Pruco Life’s ultimate parent, Prudential Financial exercises significant influence over the operations and capital structure of Pruco Life and Prudential. However, neither Prudential Financial, Prudential, nor any other related company has any legal responsibility to pay amounts that Pruco Life may owe under the Contract. Pruco Life’s principal executive office is 213 Washington Street, Newark, New Jersey 07102.
Pursuant to the delivery obligations under Section 5 of the Securities Act of 1933 (“Securities Act”) and Rule 159 thereunder, Pruco Life delivers this prospectus to current Owners that reside outside of the United States. However, we may not market or offer the Contract to prospective purchasers who are outside of the United States.
About Our Index Strategy Separate Account
Amounts allocated to the Index Strategies are held in a “non-unitized” separate account we have established under the Commissioner of Insurance in the State of Arizona. We own the assets of the separate account, as well as any favorable performance on those assets.
You do not participate in the performance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the separate account to our general account. These assets are also available to the insurer’s general creditors and an owner should look to the financial strength of the Company for its claims-paying ability. We guarantee all benefits relating to your value in the Index Strategies, regardless of whether assets supporting the Index Strategies are held in a separate account or our general account.
Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government agency issues. Futures, options, and interest rate swaps may be used for hedging purposes.
Although the above generally describes our plans for investing the assets supporting our obligations under the Index Strategies, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.
Distribution Of Contracts
The Contract is distributed by Pruco Securities, which serves as the principal underwriter for the Pruco Life Variable Universal Account. The offering is intended to be continuous. The Index Strategies are only available under the Contract issued by the Company. Extensive information about the arrangements for distributing the Contract, including sales compensation, is included under “Distribution of Contract” in the Contract prospectus and Statement of Additional Information. All of that information applies regardless of whether or not you elect the Index Strategies, and there is no additional plan of distribution or sales compensation with respect to the Index Strategies. There is also no change to the information regarding the fact the principal underwriter is an affiliate of the Company or an indirect wholly-owned subsidiary of the Company.
How To Reach Us
You may contact us for further information at the address and telephone number inside the front cover of this prospectus. For service or questions about your Contract, please contact our Service Office at the phone number on the back cover, or at P.O. Box 7390, Philadelphia, Pennsylvania 19176.
Additional information about us and this offering is available in the registration statement and the exhibits thereto, as well as in documents incorporated by reference into this prospectus (which means they are legally part of this prospectus). You may review and obtain copies of these materials at no cost to you by contacting us. They may also be obtained through the Securities and Exchange Commission’s Internet Website (www.SEC.gov), which the SEC maintains for us, and other registrants that file electronically with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Pruco Life Insurance Company incorporates by reference into the prospectus its latest annual report on Form 10-K as of December 31, 2021 filed pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) since the end of the fiscal year covered by its latest annual report. In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act also are incorporated into the prospectus by reference. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference into the prospectus but not delivered with the prospectus. Such information will be provided upon written or oral request
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at no cost to the requester by writing to Pruco Life Insurance Company, 213 Washington Street, Newark, NJ 07102-3777 or by calling 800-778-2255. We file periodic reports as required under the Exchange Act. The SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC (see www.SEC.gov). Our internet address is www.Prudential.com/eProspectus.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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APPENDIX A: INTERIM VALUE OF INDEX STRATEGIES SEGMENTS
Below is additional information regarding the Interim Value calculation.
The Interim Value for an Index Strategy Segment is equal to the sum of (1) and (2) where:
(1) Is equal to:
a.The Index Strategy Segment Base on the Valuation Day the Interim Value is calculated, reduced by
b.The fair value of the replicating portfolio of options on the Segment start date, with straight line amortization to the Segment maturity date;
(2) Is the fair value of the replicating portfolio of options on the Valuation Day the Interim Value is calculated.
Below is additional information regarding the Interim Value calculation.
The fair value of the replicating portfolio of options for each Index Strategy is determined according to the following formulas:
a.For the Capped with Buffer Index Strategy, the replicating portfolio of options is equal to AMC – OMC – OMP
b.For the Step Rate Plus with Buffer Index Strategy, the replicating portfolio of options is equal to (Step Rate * 1000 * (AMC - BC) + (Participation Rate for Step Rate*OMC) – OMP
Where,
•AMC is an At-the-money call option
•OMC is an Out-of-the-money call option
•OMP is an Out-of-the-money put option, and
•BC is a Binary call option (inclusive of the bull spread)
When we calculate the Interim Value, we obtain market data for derivative pricing each business day from outside vendors. If these values are available and we are delayed in receiving these values, and cannot calculate a new Interim Value, we will use the prior business day’s market data that we have on file for calculating Interim Value.



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APPENDIX B: IMPORTANT INFORMATION ABOUT THE INDICES
About the S&P 500®
The S&P 500® is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates (“SPDJI”), and has been licensed for use by Prudential for itself and affiliates including Pruco Life Insurance Company (“Pruco Life”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed by Pruco Life. It is not possible to invest directly in an index. Pruco Life’s products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes any representation or warranty, express or implied, to the owners of Pruco Life’s products or any member of the public regarding the advisability of investing in securities generally or in Pruco Life’s products particularly or the ability of the S&P 500® to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to Pruco Life with respect to the S&P 500® is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones Indices without regard to Pruco Life or Pruco Life’s products. S&P Dow Jones Indices has no obligation to take the needs of Pruco Life or the owners of Pruco Life’s products into consideration in determining, composing or calculating the S&P 500®. S&P Dow Jones Indices is responsible for and have not participated in the determination of the prices, and amount of Pruco Life’s products or the timing of the issuance or sale of Pruco Life’s products or in the determination or calculation of the equation by which Pruco Life’s products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of Pruco Life’s products. There is no assurance that investment products based on the S&P 500® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.
NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500® OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY PRUCO LIFE, OWNERS OF PRUCO LIFE’S PRODUCTS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND PRUCO LIFE OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.














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GLOSSARY: DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS
Capitalized terms used in this prospectus are defined herein or in the prospectus for your Contract.
Buffer – The percentage of protected negative Index Return applied to amounts allocated to a Segment on the maturity date. Any negative Index Return in excess of the Buffer reduces the value of the Contract Fund.
Designated Transfers – Reoccurring monthly transfers to the Index Strategies.
Fixed Holding Account(s) – Account(s) that holds amounts designated for investment in Index Strategies prior to transfer on the next Segment start date(s). Each Index Strategy will have its own Fixed Holding Account.
Index (Indices) – The reference Index for each Index Strategy.
Index Growth Cap (“Cap”) – Used in determining the maximum rate of return that may be credited to a Segment on the maturity date.
Index Growth Floor (“Floor”) – Used in determining the minimum rate of return that will be credited to a Segment on the maturity date.
Index Interest – The amount you receive on a Segment maturity date based on the performance of the Index, the terms of the Index Strategy and the amount in the Index Strategy Segment Base. Index Interest can be positive or negative, meaning you can lose principal and prior earnings.
Index Return – The percentage change in the Index Value from the Segment start date to the Segment maturity date, which is used to determine the Index Interest for an Index Strategy Segment. An Index Return is calculated by taking the Index Value on the Segment maturity date, minus the Index Value on the Segment start date, and then dividing the result by the Index Value on the Segment start date.
Index Strategy(ies) – Any index-linked investment option we make available that applies Index Interest, subject to any limitations on participation in Index performance.
Index Strategy Segment(s) (“Segment(s)”) – The investment period(s) of an Index Strategy. A new Segment is created on each Segment start date you allocate a portion of your total Contract Fund into an Index Strategy. A Segment ends on the Segment maturity date, which is the day any applicable Index Interest is calculated.
Index Strategy Segment Base – The amount of Contract Fund value allocated to an Index Strategy Segment on a Segment start date. The Index Strategy Segment Base is used in determining the value of an Index Strategy Segment prior to the Segment maturity date and the Index Interest applied on the Segment maturity date. During the Segment, the Index Strategy Segment Base can be reduced by any transfers, withdrawals, loans, and policy charges.
Index Value – The value of the Index that is published by the Index provider, excluding any dividends that may be paid by the firms that comprise the Index, as of the close of business each day that Index is calculated. If there is no published value for an Index on a particular Valuation Day, the closing value of that Index on the most recent Valuation Day will be used.
Interim Value – For Index Strategies with a Buffer, the value of an Index Strategy Segment Base on any Valuation Day during an Index Strategy Segment other than the Segment start date and maturity date. It is a calculated value (as described in the Interim Value section). During a Segment, the Interim Value is included in the Contract Fund value and Cash Surrender Value.
Monthly Transfer Date – Each month the current value of the Fixed Holding Accounts (including any interest earned) is transferred into new Segments for the Index Strategies you selected.
Participation Rate – The percentage of any positive Index Return that will be used in calculating the Index Interest on the Segment maturity date.
Step Rate – The minimum rate that may be credited to amounts allocated to a Segment on the maturity date if the Index Return is between zero and the minimum Step Rate.
Valuation Day – (1) Any day the New York Stock Exchange is open, and (2) any day the value of an Index is published.
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Index Strategies Available Under Prudential FlexGuard® Life IVUL
All dealers that effect transactions in these securities are required to deliver a prospectus.

You can call us at 800-778-2255 to ask us questions, request information about the Contract, and obtain copies of the SAI or other documents without charge. You can also view the SAI located with the prospectus at www.Prudential.com/eProspectus, or request a copy by writing to us at:

Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102

prulogoc.jpg
Registration No. 333-265507
 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Item of ExpenseEstimated Expense
Registration fees$185,400
Federal taxes $12,500 per $1 million of premium payments
State taxes $25,000 per $1 million of premium payments
Printing Costs$7,000*
Legal CostsN/A
Accounting Costs$15,000*
* Estimated Expense
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant, in connection with certain affiliates, maintains various insurance coverages under which the underwriter and certain affiliated persons may be insured against liability which may be incurred in such capacity, subject to the terms, conditions, and exclusions of the insurance policies.
Arizona, being the state of organization of Pruco Life Insurance Company (“Pruco”), permits entities organized under its jurisdiction to indemnify directors and officers with certain limitations. The relevant provisions of Arizona law permitting indemnification can be found in Section 10-850 et seq. of the Arizona Statutes Annotated. The text of Pruco’s By-law, Article VIII, which relates to indemnification of officers and directors, is incorporated by reference to Exhibit f(ii) to Form N-6 filed on April 20, 2009, on behalf of the Pruco Life Variable Universal Account.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



ITEM 16. EXHIBITS
(a) Exhibits
(1)Underwriting Agreements
(i)
(ii)
(2)Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Not applicable.
(4)Contracts
(i)
(ii)
(5)Legal Opinion
(i)
(8)Opinion Re: Tax Matters
Not applicable.
(15)Letter Re Unaudited Interim Financial Information
Not applicable.
(22)Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant
Not applicable.
(23)Auditor Consent
(i)
(24)Power of Attorney
(i)
(25)Statement of Eligibility of Trustee
Not applicable.
(96)Technical Report Summary
Not applicable.
(99)Additional Exhibits
Not applicable.
(101)Interactive Data File
Not applicable.
(107)Filing Fee Table
(i)
II - 2


---------------------------------------------------------
(Note 1)Filed herewith.
(Note 2)Incorporated by reference to Post-Effective Amendment No. 1 to Form N-6, Registration No. 333-158634, filed April 14, 2010, on behalf of the Pruco Life Variable Universal Account.

II - 3


ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(2) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(3) That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(5) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on this 3rd day of October 2022.
Pruco Life Insurance Company
(Registrant)
By:Dylan J. Tyson*
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature, Title, and Date
/s/ *
Robert E. Boyle
Director, Vice President, Chief Accounting Officer, and Chief Financial Officer
October 3, 2022
/s/ *
Markus Coombs
Director and Vice President
October 3, 2022
/s/ *
Caroline A. Feeney
Director
October 3, 2022*By:/s/ Jordan K. Thomsen
Jordan K. Thomsen
/s/ *(Attorney-in-Fact)
Salene Hitchcock-Gear
Director
October 3, 2022
/s/ *
Nandini Mongia
Director and Treasurer
October 3, 2022
/s/ *
Dylan J. Tyson
Director, President, and Chief Executive Officer
October 3, 2022
/s/ *
Candace Woods
Director
October 3, 2022


*Executed by Jordan K. Thomsen on behalf of those indicated pursuant to Power of Attorney.
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EXHIBIT INDEX
(1)(ii)
(4)(i)
(4)(ii)
(5)(i)
(23)(i)
(24)(i)
(107)(i)

II - 6
 

Calculation of Filing Fee Tables
Form S-3
(Form Type)

Pruco Life Insurance Company
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type
Security
Class
Title
Fee Calculation Or Carry Forward RuleAmount
Registered
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount Of Registration FeeCarry Forward Form TypeCarry Forward File NumberCarry Forward Initial Effective DateFiling Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees Previously PaidOther
Interests in
Index Strategy options
Rule 457(o)(1)(1)$1,682,000,000.000.00011020$185,356.40
Carry Forward Securities
Carry Forward SecuritiesOther
Interests in
Index Strategy options
Rule 415(a)(6)(1)(1)$1,000,000.00N/AForm S-3333-26550710-11-2022$92.70
Total Offering Amounts$1,683,000,000.00$185,356.40
Total Fees Previously Paid$0.00
Total Fee Offsets$0.00
Net Fee Due$185,356.40

(1) The Amount Registered and the Proposed Maximum Offering Price Per Unit are not applicable because the securities are not issued in predetermined amounts or units.




    



BROKER DEALER SELLING AGREEMENT


This Broker-Dealer Selling Agreement (hereinafter “Agreement”) is made by and between PRUCO SECURITIES, LLC (hereinafter "Distributor"), The Prudential Insurance Company of America (hereinafter “Prudential”), Pruco Life Insurance Company (hereinafter “PLIC) and Pruco Life Insurance Company of New Jersey (hereinafter “PLNJ”), (hereinafter, the preceding three entities referred to collectively as the “Company”), and [Broker Dealer]. (hereinafter "Broker-Dealer"), and together with Broker-Dealer’s duly licensed affiliates set forth on the Schedule A, attached hereto and made a part hereof (hereinafter the “Affiliates”)
Whereas, Company is an issuer of variable life contracts (hereinafter “Contracts,” “Policy” or “Policies”) identified on attached Schedule B and have appointed Distributor as the sole principal underwriter of such Contracts; and
Whereas, the Contracts are duly registered under the Securities Act of 1933, as amended (hereinafter “Securities Act”); and
Whereas, Distributor, Company, and Broker-Dealer wish to enter into an agreement to have Broker-Dealer solicit application for Contracts.
Now, therefore, for good and valuable consideration, the sufficiency of which is acknowledged hereby, and intending to be legally bound, the parties agree as follows:
I.Appointment/Authorization
Pursuant to the authority delegated to it by the Company, Distributor hereby authorizes Broker-Dealer, and/or the Affiliates during the term of this Agreement, to solicit applications for Contracts. Such Contracts are identified as Eligible Products in a List of Eligible Products that is identified as Schedule B, attached hereto and made a part hereof. Distributor or the Company may update or amend Schedule B, which will be effective upon notice, as defined in Section XX, (hereinafter, “Notice”) to the Broker-Dealer that a new or amended Schedule B has been issued.
II.Authority and Undertakings of the Broker-Dealer
A.With regard to Contracts, Broker-Dealer is authorized hereby to:
solicit, procure and submit applications for Contracts of the Company through Registered Representatives (defined below), provided that both the Broker-Dealer (and/or the Affiliates) and the Registered Representatives are properly licensed, registered and state appointed to do so, in accordance with applicable laws and regulations and the Company’s Licensing, Appointment and Registration policy, as amended from time to time. “Registered Representative” is defined as a duly registered representative of Broker-Dealer, in good standing, with the authority to sell Contracts as required by the Financial Industry Regulatory Authority, Inc. (hereinafter “FINRA”) and who is appointed as a non exclusive agent of the Company and properly licensed and appointed in accordance with applicable laws and regulations and the Company’s Licensing, Appointment and Registration policy, as amended from time to time.
B.Broker-Dealer agrees to the following undertakings in its capacity as a Broker-Dealer with regard to its Registered Representatives for Contracts:
1.Broker-Dealer has full responsibility for the training and supervision of all Registered Representatives who are engaged, directly or indirectly, in the offer, sale and/or administration
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of Contracts to ensure that they are in compliance with all applicable federal, state and local laws and regulations and all rules and procedures of the Company (which rules and procedures may be changed by the Company at its own discretion.) Broker-Dealer shall establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Registered Representatives. Additionally, Broker-Dealer shall establish, maintain, and enforce a supervisory system, as set forth by FINRA Conduct Rules, to supervise the activities of each Registered Representative that is reasonably designed to achieve compliance with applicable securities laws and regulations, and with the applicable rules of FINRA.
2.Broker-Dealer shall be responsible for determining the suitability for recommendations and sales for Registered Representatives of Contracts. Broker-Dealer shall be solely responsible for determining the suitability of recommendations for purchases and sales of Contracts that are made by its Registered Representatives. Broker-Dealer shall take steps to ensure that Registered Representatives appointed by it shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for such applicant, in accordance with applicable laws and regulations including FINRA Rules, regulations and administrative policies.
3.Broker-Dealer shall be responsible for the delivery of all Contracts, amendments thereto and all other documents to each Contract owner, and shall ensure that all other delivery requirements have been satisfied, promptly and in accordance with the Company’s delivery requirements; require return of unplaced Contracts; review all applications before submitting them to the Company and will submit only those applications that have been properly completed and for which Broker-Dealer or its Affiliates and Registered Representatives have the licenses and appointments required by the Company.
4.Broker-Dealer is authorized to designate Registered Representatives for appointment by Company to solicit applications for Contracts. Broker-Dealer shall not propose a Registered Representative for appointment unless he or she duly is licensed as an insurance agent in the state(s) in which it is proposed he or she shall solicit applications for Contracts and is a registered representative of Broker-Dealer. Broker-Dealer shall assist the Company in the appointment of Registered Representatives in conformance with applicable insurance laws and such rules and procedures as may be established by Company. Broker-Dealer shall conduct a thorough and diligent investigation of the trustworthiness, competence, character, reputation and criminal background of each Registered Representative that satisfies the requirements for appointment of an agent in each state the individual is to be appointed, the Violent Crime Control and Law Enforcement Act of 1994 (18 U.S.C. Sect. 1033 and 1034) (hereinafter the “Crime Bill”) and, as applicable, federal securities regulations and FINRA rules prior to proposing them for appointment and any other applicable laws. Broker-Dealer shall recommend for appointment only those Registered Representatives known to be of good character, trustworthy, financially responsible and competent to serve as an agent for Company, and who otherwise qualify for appointments under the applicable state insurance laws when proposed for appointment. Additionally, the Broker-Dealer shall notify the Company immediately if the Broker-Dealer has knowledge that any person who was recommended for appointment and who was appointed by the Company no longer meets the qualification requirements of applicable state insurance laws. The Company shall have sole discretion to appoint, refuse to appoint, discontinue, or terminate the appointment of any Registered Representative. Upon the Company giving Notice to Broker-Dealer of its withdrawal of authority of a Registered Representative to solicit applications, Broker-Dealer will immediately ensure that any such Registered Representative ceases all such activities.

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5.Broker-Dealer shall assist Contract owners in obtaining prompt service from the Company with respect to the administration of Contracts and in maintaining their coverage.
III.Limitations of Broker-Dealer’s Authority
Broker-Dealer’s authority is limited to what is authorized in Section II. This Section is intended to provide examples, not an entire listing of actions that are outside the authority granted in Section II. Broker-Dealer agrees that its authority is limited to the solicitation and marketing of Contracts in accordance with this Agreement. Broker-Dealer represents and agrees on behalf of itself, its Registered Representatives and Affiliates that none of them will act in a manner not authorized by this Agreement and that any such unauthorized actions, including but not limited to, the following actions, would be considered a breach of this Agreement:
A.make, alter, modify or discharge any Contract or other form; waive any provision or condition of a Contract; bind the Company; extend the time of paying any premium; accept or receive promissory notes for payment of premium.
B.adjust or settle any claim, or commit the Company or Distributor with respect to any claim, incur any expense or liability on account of the Company or Distributor except as specifically directed or authorized in writing by the Company or Distributor.
C.expend, nor contract for the expenditure of the funds of Company or Distributor, nor incur any liability on behalf of Company or Distributor, without specific written authority to do so from the Company or Distributor.
D.make representations as an agent of the Company or Distributor in any manner or for any purpose except as specifically authorized by this Agreement.
E.provide or offer to provide any inducement not specified in the Contract or any rebate, either directly or indirectly, to any person or entity, as an inducement to purchase any Contract.
F.obtain signed forms from applicants or Contract owners unless the forms are completed for submission to the Company. Registered Representatives may not request that an applicant or Contract owner pre-sign any Contract form for use at a later date.
G.deliver or allow the delivery of a Contract unless the health of the proposed insured(s) is in accordance with the Company’s requirements, if any, and, where required, the first premium is paid in full.
H.make any misrepresentation or incomplete comparison for the purpose of inducing a potential or actual Contract owner to purchase, convert, lapse, surrender all or any portion of, forfeit, borrow from, or replace any Contract;
I.induce or attempt to induce any Contract owner to replace or relinquish a Contract or to withdraw values from a Contract when doing so would be in violation of the Company’s Replacement Policy or any state or federal law or regulation or not in the interest of the customer.
J.accept any payments for Contracts, unless the funds are made payable to the Company as provided in Section VIII.
K.engage in any insurance transaction that requires compensation disclosure, as determined by the applicable law, without making such required compensation disclosure.
L.solicit applications for Policies on military installations or otherwise engage in activity contrary to instruction provided by the US Department of Defense or state law regarding such.
IV.Broker-Dealer Representations

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Broker-Dealer represents and agrees on behalf of itself and its Registered Representatives:
A.that solicitation and all activities by Broker-Dealer shall be undertaken only in accordance with applicable laws and regulations. No Registered Representative of Broker-Dealer shall solicit applications for Contracts until the Registered Representative and Broker-Dealer or its Affiliates are duly licensed and appointed by Company in accordance with applicable laws and regulations and in accordance with the Company’s Licensing, Appointment, and Registration Policy, in the appropriate states or other jurisdictions.
B.that neither it nor its Registered Representatives are authorized by Distributor or Company to give any information or make any representation in connection with this Agreement or the offering of the Contracts other than those contained in the prospectus, if applicable, or other solicitation material authorized in writing by Distributor or Company.
C.to abide by the Company’s policies and procedures related to the solicitation and sale of Contracts, which are identified on Schedule C attached hereto and made a part thereof.
D.that the Broker-Dealer and its affiliates and Registered Representatives will comply with all applicable insurance laws, regulations and requirements and all other applicable state and federal laws, regulations and requirements in soliciting applications for Policies; that the Broker-Dealer will be fully responsible for all acts of its affiliates or Registered Representatives in soliciting applications for Policies.
E.that it is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, (hereinafter “1934 Act”) and a member in good standing of FINRA, and that its Registered Representatives who will be soliciting applications for the Contracts will be duly registered representatives of Broker-Dealer. Furthermore that each one will be a registered representative in good standing, with authority to sell the Contracts as required by FINRA.
F.that, except as disclosed to the Company on Broker-Dealer’s or Registered Representatives’ application for appointment or otherwise in writing, neither Broker-Dealer’s insurance license nor the insurance license of Registered Representative has ever been revoked, suspended, or rescinded in any state or jurisdiction; neither Broker-Dealer nor any Registered Representative has ever been fined by any insurance regulator in an amount of $15,000 or more; and neither Broker-Dealer nor any of its Registered Representatives are currently the subject of any disciplinary proceeding or investigation in any state or jurisdiction by any Department of Insurance, Attorney General’s office or other government authority.
G.that, except as disclosed to the Company on Broker-Dealer’s, Registered Representatives’ applications for appointment or otherwise in writing, if Broker-Dealer or any of its Registered Representatives are or have ever been a registered principal or representative of a member of FINRA, the said registration with FINRA is not now and never has been suspended, revoked or canceled; that neither Broker-Dealer nor any of its Registered Representatives have ever been fined by FINRA or other self-regulatory organization in an amount of $15,000 or more; that neither Broker-Dealer nor any of its Registered Representatives are currently the subject of any disciplinary proceeding or investigation by the SEC or FINRA; that neither Broker-Dealer nor any of its Registered Representatives have ever been convicted of any criminal felony involving dishonesty or breach of trust or of any other offense set forth in the Crime Bill ; that Broker Dealer performs the due diligence required by law to ensure that Broker Dealer, its officers, directors, employees engaging in the business of insurance, Registered Representatives are, and for the term of this Agreement shall continue to be, in compliance with the requirements of the Crime Bill.
H.that Broker-Dealer, upon request of Distributor and/or Company, shall, within thirty (30) days of receipt, return to Distributor a questionnaire or certification regarding any regulatory, civil and/or

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criminal proceedings, including arbitration, against the Broker-Dealer or any Registered Representative commenced or concluded by any state insurance or securities department, FINRA, the SEC, or other self-regulatory organization, and/or in any court of competent jurisdiction during the twelve (12) month period prior to the date of the questionnaire or certification. Broker-Dealer shall provide Distributor with a full explanation regarding matters disclosed in the questionnaire or certification. Broker-Dealer also agrees to send to Distributor, if requested by Distributor, copies of all Disclosure Reporting Forms applicable to Registered Representatives authorized to solicit applications for and sell the Contracts simultaneously with filing such forms with FINRA. Additionally, Broker-Dealer shall notify Distributor of any regulatory investigation, fine or sanction concerning an individual or firm who is authorized to represent Distributor or Company under this Agreement.
I.that Broker-Dealer will promptly notify the Company of any allegation that the Broker-Dealer, or any of its affiliates or Registered Representatives, violated any law or regulation which may impact their ability to represent the Company.
J.that neither Broker-Dealer nor any of its Registered Representatives will solicit applications for Contracts in any state, jurisdiction or commonwealth unless the Contract has been approved for sale by the appropriate regulatory authority in that state, jurisdiction or commonwealth.
K.that Broker-Dealer shall furnish the Company with proof of proper insurance licensing for itself and its Affiliates, and its Registered Representatives. Broker-Dealer will also notify the Company in writing immediately of the termination of the employment or affiliation of a Registered Representative who is appointed to represent the Company pursuant to this Agreement.
L.that with regard to life insurance Contracts, Broker-Dealer agrees to submit to the Company cases from Broker-Dealer which have been packaged for underwriting purposes. Such case packages should include the application, a copy of the as-sold illustration, all relevant financialinformation, and either copies of relevant attending physicians’ statements and other required medical information or a listing of the medical underwriting requirements Broker-Dealer has ordered. Broker-Dealer further agrees to submit informal or inquiry case packages for underwriting purposes that include only the relevant information needed to assess the risk; that in obtaining and assembling this information it is acting as the representative of the applicant, proposed insured and not as an agent of the Company.
M.that Broker-Dealer agrees that all terms and conditions of this Agreement apply to Broker-Dealer, any Affiliate of Broker-Dealer that is set forth in Schedule A, and any Registered Representative of Broker-Dealer or any Affiliate who solicits applications for Contracts on behalf of Broker-Dealer or its Affiliate; Broker-Dealer further agrees to ensure that such Registered Representatives and Affiliates comply with all terms and conditions of this Agreement. Furthermore, Broker-Dealer agrees to notify Company immediately if Broker-Dealer, its Registered Representatives or Affiliates breach any terms and conditions of this Agreement.
N.that no Company Policy shall be sold where, at the time of delivery, the Broker-Dealer or anyone associated with Broker-Dealer has knowledge that there is a practice or plan to initiate a life insurance policy for the benefit of a third party investor who, at the time of such policy origination, has no insurable interest in the insured.
O.that Broker-Dealer and anyone associated with Broker-Dealer will not participate directly or indirectly in any transaction where a Company Policy is sold to or used in any manner with a viatical or life settlement company or is part of a viatical or life settlement.
P.that submission of an application for a Contract is proof that a registered principal of the Broker- Dealer has approved the transaction in accordance with FINRA rules.

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Q.that prior to submitting Company forms to Company, to perform a due diligence review of the Company form in order to determine, from a visual standpoint, whether or not the form is unaltered. Unaltered is defined as a Company form that, upon visual review, has not been changed from its original state. Examples include but are not limited to white-out, scratch outs or any other modifications. Broker-Dealer agrees to only submit Unaltered Company forms to the Company. Certain alterations to data on the form may be acceptable if initialed by the policyowner/insured, as determined by the Company.
R.that for any Contract, Broker-Dealer warrants that the solicitation will be made by use of currently effective prospectus for the Contract and the underlying funds and if required by state law, the Statement of Additional Information for the Contract; that the prospectus will be delivered concurrently with each sales presentation and that no statements shall be made to a client that are inconsistent with any statement made in the prospectus.
S.that Broker-Dealer shall pay all expenses incurred by it in the performance of this Agreement unless specifically provided for in this Agreement or in a writing signed by the Company and/or Distributor and Broker-Dealer.
T.that with regard to any bank marketing, Broker-Dealer will comply with the disclosure and advertising requirements implemented by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and all other applicable laws and requirements, including but not limited to disclosures with respect to the sale or recommendation of Contracts, marketing material and illustrations.
U.that Broker-Dealer shall notify Distributor and/or Company prior to recommending a Registered Representative for appointment, if that Registered Representative has been placed under heightened supervision by the Broker-Dealer.
V.to complete a permanent registration for the PrudentialXpress website at www.pruxpress.com (hereinafter the “Website”) within 30 days of the effective date of this Agreement. Use of the Website will be subject to the terms and conditions of the Website.
W.for the term of the Agreement to access the Website no less frequently than once every 90 days and to read and review the “Notices & Schedules” page of the Licensing Section.
X.for the term of the Agreement, to maintain an active Website registration.


V.Independent Contractor
Broker-Dealer is an independent contractor under this Agreement. Nothing herein contained shall make Broker-Dealer, or any Registered Representative, an employee of Company or Distributor. Neither Broker- Dealer nor its Registered Representatives shall hold themselves out to be employees of Company or Distributor in any dealings with the public. Broker-Dealer and its Registered Representatives are free to exercise independent judgment as to the time, place and means of performing the authority granted, subject to the terms and conditions of this Agreement. Broker-Dealer’s business and any services provided by Broker-Dealer or its Registered Representatives, other than those authorized by this Agreement, are not and will not be represented to be the business of the Company.


VI.Obligations Of The Company And Distributor
A.Company and Distributor reserve the right at any time, and without notice to withdraw and limit the offering of Contracts or interest in any accounts relating thereto.

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B.Distributor, during the term of this Agreement, will advise Broker-Dealer of the issuance by the SEC of any stop order with respect to the registration statements or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and/or offering of the Contracts and of any other action or circumstance that may prevent the lawful sale of any Contract in any state or jurisdiction.
C.During the term of this Agreement, Distributor shall promptly advise Broker-Dealer of any amendment to any registration statement or any amendment or supplement to any prospectus included within the registration statement.
VII.Sales, Advertising And Marketing Materials/Use of Name/Logo – Prior Review and Written Approval Required
Broker-Dealer agrees that any material it develops, approves or uses for sales, training, advertising, marketing, explanatory, website or other purposes that it intends to publish, distribute, use or display in any manner or in any media in existence today or hereinafter created that mentions by name the Contracts, the Distributor or the Company or contains the name, marks or logos of the Company (or an affiliate of the Company or any logos of any of them) will not be used without the prior written consent of the appropriate party (Company or Distributor). Broker-Dealer, its Registered Representative will not publish, issue, circulate, or use in any manner whatsoever any advertisements or marketing materials describing or referring to the Company or Distributor, the Contracts, or any product of the Company unless such advertisements or marketing materials have been approved in writing in advance by the appropriate party (Company or Distributor) and such approval has not been withdrawn. Approved materials may not be altered without the prior written approval of the Distributor or the Company except that any approved content that contains ratings or financial data relating to Distributor, Company and/or any of its affiliates must be maintained current and up-to-date. Broker-Dealer is authorized to and responsible for obtaining the most recent information and update ratings and financial data content to most recent quarter or annual information, whichever is applicable. This updated information must be obtained directly from Distributor or the Company.
Once approved for use, the Company hereby grants a non-exclusive, non-transferable, non-assignable revocable, royalty-free limited license to use the Prudential Logo and the Company names as set forth in the attached Schedule E (Collectively, the Company Marks”) on the approved materials and/or website, only in connection with content approved in advance in writing by the Company. If Broker-Dealer uses the Company Marks, on its website, it represents and warrants that its website will not contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material or material that infringes the rights of third parties. Broker-Dealer acknowledges that any use by Broker-Dealer of the Company Marks pursuant to this Agreement shall inure to the benefit of Company.
Broker-Dealer further acknowledges Company’s exclusive rights in the Company Marks and the goodwill pertaining thereto, and agrees that it shall not challenge the validity of Company’s ownership thereof or the validity of this Agreement. Broker-Dealer may only use the Prudential Logo in the exact color (PMS 300) and black, and in the electronic format provided by the Company. Broker-Dealer must also follow the Company’s Logo Standards attached hereto as Schedule F.
Broker-Dealer acknowledges that it has no right, title, license, or interest, express or implied, in and to the Prudential name/marks and/or Rock Prudential Logo, except for the limited purpose specifically provided in this Agreement.
Broker-Dealer, its Registered Representatives will not misrepresent the Contracts or the Company and Distributor and will make no oral or written representation which is inconsistent with the terms of the Contracts or with the information in any illustration or sales literature furnished by the Company.
VIII.Payments

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A.Neither Broker-Dealer nor its Registered Representatives can accept cash or any other form of payment made payable to the Broker-Dealer or any Registered Representative.
B.Broker-Dealer may accept a check or money order made payable to the Company, but only for Contracts and under the following circumstances:
1.when the application and the check are submitted simultaneously and the Company’s standards for prepaid applications have been met, or
2.the Company’s delivery requirements have been met and the Contract has been delivered.
C.The check or money order must be forwarded to the Company within one business day of receipt by the Broker-Dealer or its Registered Representative.
IX.Compensation
A.Company shall arrange for the payment of compensation to Broker-Dealer or its Affiliate, if applicable, as compensation for the sale of Contracts by a Registered Representative of Broker- Dealer, Distributor shall cause Company to arrange for the payment of compensation to Broker- Dealer or its Affiliate, if applicable and allowable under federal law. The amount of compensation payable under this section (hereinafter “Compensation”) shall be in accordance with the Company’s Commission Schedule in effect as of the date of issue, as determined by the Company for each Contract. If the Company determines the Broker-Dealer is eligible for any expense allowances or a Compensation arrangement that differs from the commission schedules posted to the Website, such Compensation will be communicated to the Broker-Dealer in writing in a separate Schedule. No Compensation is payable unless the Broker-Dealer and the Registered Representative have first complied with all applicable insurance laws, rules and regulations and such payments would not constitute a violation of such insurance laws, rules and regulations, anything in this Agreement to the contrary notwithstanding. The Broker-Dealer or Affiliate will only be entitled to compensation for Contracts that have been submitted by the Broker-Dealer, accepted by the Company, delivered to the Contract owner and where all the requirements of the Company’s Licensing, Appointment and Registration Policy have been satisfied (hereinafter “Contracts Placed by Broker-Dealer”).
B.If the Company returns, for any reason, any premiums or purchase payments on any Contract, rescinds the Policy or considers the Policy to be void from inception, the Broker-Dealer will have an immediate obligation to, and will upon demand, repay the Company all the Compensation previously paid to the Broker-Dealer or its Affiliate as a result of those premiums or purchase payments.
C.The Company shall have and be entitled to exercise a right of offset for any amounts due the Company, or any affiliate of the Company, from Broker-Dealer against any and all Compensation otherwise payable to Broker-Dealer under this Agreement.
D.When two or more Broker-Dealers are involved in a sale, Compensation will be payable in proportion as directed on the application or in a writing acceptable to the Company.
E.No further Compensation is payable to the Broker-Dealer or Affiliates after the Contract sold by the Broker-Dealer has lapsed, or after the discontinuation of premium payments, but should the Broker-Dealer secure the reinstatement of the Contract, while properly licensed to do so, the Company will pay compensation to the Broker-Dealer on premiums collected, as though the Contract had not lapsed. With regard to a Contract not sold by the Broker-Dealer, but where the Broker-Dealer secures the reinstatement and signs the reinstatement form, if the time between the lapse and reinstatement is less than three months, no compensation shall be payable to the Broker- Dealer. However, if the time between the lapse and the reinstatement is greater than three months,

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all compensation (current and future) shall be payable to the Broker-Dealer based upon the original issue date of the Contract.
F.No compensation will be paid on any premium that is waived.
G.If a Contract or Policy is converted from or replaces, in whole or in part, a policy or contract or annuity contract previously issued by this Company, Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company or by any insurer where Company is reinsuring the policy or contract, the Company has the right to determine what, if any, compensation will be allowed.
1.Notwithstanding anything to the contrary in the Agreement or any Commission Schedule, Company has the right to determine what, if any, compensation will be allowed when premium payments made during any policy or contract year exceed Company’s premium limits in place when the Policy or Contract was issued and placed. If the Company pays any Compensation on premium that exceeds such limits, the Broker-Dealer will have an immediate obligation to, and will upon demand, repay the Company all the Compensation previously paid to the Broker-Dealer or its Affiliate related to such Policy or Contract as a result of such premiums payments exceeding Company’s limits.
H.No Compensation will be paid on any Contract issued as a result of the conversion of group life insurance.
I.Compensation set forth in the Schedule D of this Agreement is subject to change at any time upon Notice to Broker-Dealer. Changes will not affect Compensation for any Contract placed prior to the effective date of the change.
J.Service Compensation, if applicable as defined in Schedule D, shall be payable for the period and upon the terms set forth in Schedule D.
K.No assignment of Compensation is valid against the Distributor and/or Company unless directed by Broker-Dealer and agreed upon by Distributor and/or Company and unless allowable under all applicable laws.
L.Notwithstanding any provision of this Agreement to the contrary, if the transaction is subject to the jurisdiction of the New York Insurance Department, no Compensation in excess of the compensation limits established by the Insurance Law of the State of New York will be due or payable by the Company to Broker-Dealer.
M.No Compensation is payable on any extra war risk premium which may be charged in connection with any Contract.
N.If a Contract is changed to a different kind or amount, or if its date is changed, the Company will recalculate Compensation as of the date of the change. Additional Compensation will be paid or recaptured as a result of this calculation.
O.Compensation on premiums paid more than three months in advance are payable on the date the premiums are due.
P.No compensation shall be paid, and any compensation previously paid shall be returned to the Company or Distributor on request, if the Company or Distributor, in its sole discretion, determines not to issue the Contract(s) applied for, refunds the premium paid pursuant to any request by the Contract owner, refunds any premium paid as the result of a complaint by the Contract owner, or determines that any person or entity required to be licensed for the solicitation of Contracts is not duly licensed to sell such Contracts in the appropriate jurisdictions.
Q.Upon the termination of this Agreement, the Company will pay Compensation to the Broker-Dealer or its Affiliate on any renewal Compensation which would otherwise be due on business placed
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with Company prior to the termination date of this Agreement unless such receipt of renewal Compensation is determined to violate current directives to the contrary as provided by FINRA, state or federal law or regulation or a court of competent jurisdiction.
R.Compensation due is vested to the Broker-Dealer for the period set forth in the attached Schedule D and if such receipt of Compensation is permitted by applicable state and federal law.
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S.If any withdrawals are made from any Contract during the first twelve months of the Contract, Company will recapture Compensation attributable to the withdrawal of the premium, but not attributable to the withdrawal of the earnings on the premium.
T.The Company will determine the amount of Compensation payable for a Contract placed by Broker-Dealer, which was not included in Schedule D at the time of sale.
X.Books And Records
Broker-Dealer shall have the responsibility for maintaining its records and the records of its Registered Representatives and Affiliates. Broker-Dealer shall maintain such other records as are required of it by applicable federal and state laws and regulations and FINRA rules. These records will be made available to the Distributor and Company for inspection upon request, including after termination of this Agreement. The books and records maintained by Broker-Dealer under the terms of this Agreement that relate to the sale of the Contracts, shall be maintained so as to clearly and accurately disclose the nature and details of the transactions as required by appropriate laws, rules and regulations and for the period required by law. Broker-Dealer and its Registered Representatives and Affiliates shall also comply with any record hold order issued by the Company.
XI.Complaints, Investigations and Proceedings
A.Broker-Dealer agrees to immediately provide Notice to Company of any Policy complaints, investigations or disciplinary proceedings received by Broker-Dealer or any of its affiliates or Registered Representatives relating to the Policies, Company or any threatened or filed action or civil litigation arising out of the conduct of business under this Agreement. Additionally, Broker- Dealer shall immediately forward to Company, by certified mail and to the address provided for Notice in this Agreement any legal process or notice of claims served on Broker-Dealer or any of its affiliates or Registered Representatives in a suit or proceeding against Broker-Dealer or any of its affiliates or Registered Representatives arising out of the conduct of business under this Agreement.
B.Broker-Dealer and any of its affiliates and Registered Representatives shall cooperate with Company in investigating and responding to any complaint, attorney demand, or inquiry received from state insurance departments or other regulatory agencies or legislative bodies, and in any settlement or trial of any actions arising out of the conduct of business under this Agreement. Cooperate, as referred to in this provision, shall include, but is not limited to, the provision of information as may be necessary to furnish Company with a complete understanding of the facts and circumstances surrounding the complaint, demand or inquiry.
C.Any response by Broker-Dealer or any of its affiliates or Registered Representatives to a Policy complaint arising out of the conduct of business under this Agreement must be sent to Company for its approval before being sent. Any responses to such Policy complaints must be sent to Company not less than fifteen (15) business days before being sent, except that if a more prompt response is required, the proposed response may be communicated to Company.
D.Broker-Dealer and any of its affiliates or Registered Representatives are not authorized, and are expressly forbidden, from settling or offering to settle any complaint or litigation from a Policy owner, assignee, beneficiary or other party in interest to a Policy.


XII.Term of Agreement; Suspension; Termination; Survival
A.This Agreement shall be in force from its Effective Date and thereafter shall remain in force, except that either party may unilaterally terminate this Agreement upon thirty (30) days' Notice to the other party of its intention to do so.

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B.This Agreement may be terminated for cause by the Company and/or Distributor for, but not limited to, any of the following reasons:
1.fraud by Broker-Dealer or Registered Representatives;
2.material misrepresentations by Broker-Dealer or Registered Representatives regarding the Company, Distributor, or the Company’s products, or the performance of either;
3.conversion of funds by Broker-Dealer;
4.breach of this Agreement;
5.the suspension, revocation, cancellation or rescission of any state insurance license or FINRA license or registration of Broker-Dealer or Registered Representatives; or
6.insolvency of Broker-Dealer.
C.Termination for any of the reasons set forth in sub-sections B.1. through B.4. will occur immediately upon Notice to Broker-Dealer. Termination for the reason set forth in sub-section
B.5. and B.6. will occur automatically at the date and hour of the action described in sub-section
B.5. and B.6.
D.Either party shall have the right to suspend Broker-Dealer’s right to solicit and sell Contracts to potential contract owners, by giving the other party thirty (30) days notice of the suspension.
E.Upon termination of this Agreement, all authorizations, rights and obligations shall cease except those contained in Sections IV, VII, VIII, IX, X, XI, XIII, XV, and XVI.
XIII.Indemnity
A.Indemnification by Distributor – The Distributor agrees to indemnify and hold harmless Broker- Dealer, its directors, trustees, and officers, and each person, if any, who controls the Broker-Dealer within the meaning of Section 15 of the Securities Act, (collectively, the “Indemnified Parties” for the purposes of this Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject as a result of any untrue statement of any material fact contained in any registration statement, prospectus, or any other sales or offering materials furnished by the Distributor or approved in writing by the Distributor relating to the Contracts or related separate account (or any amendment or supplement to any of the foregoing), or as a result of the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.
B.Indemnification by Company – Company agrees to indemnify and hold harmless Broker-Dealer, its directors, trustees, and officers, and each person, if any, who controls the Broker-Dealer within the meaning of Section 15 of the Securities Act, (collectively, the “Indemnified Parties” for the purposes of this Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject as a result of any untrue statement of any material fact contained in any registration statement, prospectus, or any other sales or offering materials furnished by the Company or approved in writing by the Company relating to the Policies or related separate account (or any amendment or supplement to any of the foregoing), or as a result of the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.
C.Indemnification by the Broker-Dealer - Broker-Dealer shall indemnify, defend and hold harmless the Company and Distributor and each person who controls or is associated with the Company or Distributor within the meaning of the federal securities laws and any director, officer, corporate

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agent, employee, attorney and any representative thereof, from and against all losses, expenses, claims, damages and liabilities (including any costs of investigation and legal expenses and any amounts paid in settlement of any action, suit or proceeding of any claim asserted) which result from, arise out of or are based upon:
1.any breach by Broker-Dealer, its Registered Representatives or Affiliates of any provision or term or condition of this Agreement;
2.any violation by Broker-Dealer, its Registered Representatives or Affiliates of any federal, state, local or foreign law or regulation;
3.any claim by a Registered Representative against the Company or Distributor for Compensation; or
4.bad faith, negligence, misconduct, willful malfeasance or omissions of the Broker-Dealer, its Registered Representatives or Affiliates in the solicitation of applications for, or sales of, Contracts or any other unlawful sales practices or conduct.
D.If a party is named in any lawsuit or other proceeding for which such party believes it may be entitled to indemnification hereunder, such party will:
1.Promptly notify the indemnifying party of any such proceeding, investigation, or litigation and furnish the indemnifying party with a copy of any notices, pleadings and other correspondence;
2.Provide the indemnifying party reasonable opportunity to consult with the indemnified party in the development of strategy and the substantive position to be taken, and the determination of the course of action to be taken; and
3.Consider in good faith any suggestion made by the indemnifying party and follow the recommendations of the indemnifying party, including its recommendations as to settlement, compromise or other agreed upon resolution of the proceeding, provided there is a reasonable basis for such recommendations and there is no material adverse effect on the indemnified party.
E.The Indemnifying Party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.
XIV.Fidelity Bond
Broker-Dealer agrees that all directors, officers and employees of Broker-Dealer and all its Registered Representatives who are appointed pursuant to this Agreement or who have access to funds of the Company and/or Distributor are and will continue to be covered by a blanket fidelity bond including coverage for larceny, embezzlement or any other defalcation, issued by a reputable bonding company. This bond shall be maintained at Broker-Dealer’s expense. Such bond shall be at least equivalent to the minimal coverage required under FINRA Conduct Rules, endorsed to extend coverage to life insurance and annuity transactions. Broker-Dealer acknowledges that the Company and/or Distributor may require evidence that such coverage is in force and Broker-Dealer shall promptly give Notice to the Company and/or Distributor of any notice of cancellation or change of coverage. Broker-Dealer assigns any proceeds received from the fidelity bond company to the Company and/or Distributor to the extent of the Company’s and/or Distributor’s loss due to activities covered by the bond. If there is any deficiency, Broker-Dealer will promptly pay the Company and/or Distributor that amount on demand, and Broker-Dealer shall indemnify and hold harmless the Company and/or Distributor from any deficiency and from the cost of collection. Additionally, Broker-Dealer and its Affiliates shall maintain other errors and omissions or liability insurance acceptable to Company and/or Distributor.

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XV.Privacy & Cybersecurity
Each party acknowledges that they may be provided with information or access information about customers of Company or Broker-Dealer (“Customer Information”). Each party agrees to comply with all federal, state, provincial and/or local law or regulation related to privacy. Furthermore, each party represents and warrants that it has implemented and currently maintains an effective information security program to protect the Customer Information, which program includes administrative, technical, and physical safeguards:
A.to ensure the security and confidentiality of Customer Information;
B.to protect against any anticipated threats or hazards to the security or integrity of such Customer Information; and
C.to protect against unauthorized access to or use of Customer Information which could result in substantial harm or inconvenience to either party or other affiliates, or to customers of any of them.
Broker-Dealer shall promptly notify Company if Broker-Dealer is in material breach of this provision. Broker-Dealer shall promptly notify Company if it has suffered a breach of security of personal information affecting any consumer to whom Broker-Dealer has sold any Company Policy.
Each party agrees that it shall keep and maintain all Confidential Information (as defined below) in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure; and shall use and disclose Confidential Information solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement. Each party further agrees that it shall not, directly or indirectly, disclose Confidential Information to any third party, except with the disclosing party’s prior written consent or as permitted under the terms of this Agreement. Notwithstanding any other provision of this Agreement with Broker-Dealer regarding Confidential Information, in the event that access to or delivery of any Confidential Information is requested of Company by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction, Company may comply with such request.
For purposes of this provision, Confidential Information is defined as information respecting all past, present or future business activities of each party, written or oral, including without limitation: information relating to a party’s planned or existing businesses or initiatives; organizational restructuring plans; actual and projected sales, profits and other financial information; technology (computer systems and architecture, computer hardware and software, methods); processing and operational methods; insurance, annuities and financial services product strategies, actuarial calculations, designs, administration and management; tax interpretations or positions; information respecting or materials of third parties with whom a party conducts business; and employees and personnel; and any policies, procedures and standards. Notwithstanding the foregoing, Confidential Information does not include information that (i) is lawfully made available to the general public, (ii) is or becomes generally known to the public not as a result of a disclosure by the receiving party, (iii) is rightfully in the possession of the receiving party prior to disclosure by the disclosing party, (iv) is received by a party in good faith and without restriction from a third party reasonably believed to have the right to make such disclosure, or (v) is independently developed by or for the receiving party without use or reference to the Confidential Information.
Without limiting the foregoing, or any other provision in this Agreement, Broker-Dealer will comply with the requirements set forth in Schedule G attached hereto.

XVI.Anti-Money Laundering
A.Broker-Dealer, its Registered Representatives and Affiliates agree to comply with applicable laws, regulations and self-regulatory organization rules and guidance governing the detection, prevention and reporting of money laundering and terrorist financing activities, including, but not limited to:


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(1) provisions of the USA PATRIOT Act of 2001 and regulations thereunder; (2) provisions of the Bank Secrecy Act and regulations thereunder; (3) relevant rules and regulations promulgated by the Office of Foreign Assets Control; (4) relevant rules and guidance of FINRA; and (5) all record
keeping, reporting and auditing requirements of these laws, regulations and rules. Distributor and Company shall have the right, upon reasonable Notice, to obtain and review documentation evidencing compliance with the foregoing laws, regulations and rules. Broker-Dealer agrees to promptly notify Distributor and Company if it becomes aware of any changes in the representations set forth herein.
B.Broker-Dealer agrees that it has developed and adopted a Customer Identification Program in accordance with Section 326 of the USA PATRIOT Act and all implementing rules and regulations, including rules contained in Securities and Exchange Commission Release No. 34-47752. Such Customer Identification Program must provide reasonable procedures to: (1) verify the identity of any person seeking to open an account with Broker-Dealer; (2) maintain records of the information used by Broker-Dealer to verify the person’s identity; and (3) determine whether a customer appears on any list of known or suspected terrorists or terrorist organizations issued by any Federal governmental agency.
C.Broker-Dealer agrees to require and ensure that its Registered Representatives and Affiliates have completed anti-money laundering training.
D.Broker-Dealer agrees, upon request to provide Distributor with a certification declaring (i) that it has implemented its anti-money laundering program in accordance with Section 352 of the USA PATRIOT Act, (ii) that it or its agent will perform the specified requirements of Broker-Dealer’s Customer Identification Program in the manner contemplated by Section 326 of the USA PATRIOT Act and all implementing rules and regulations, and (iii) its Registered Representatives and Affiliates have completed the foregoing anti-money laundering training.
XVII.General Provisions
A.Assignability – This Agreement shall not be assigned by either party without the prior written consent of the other.
B.Non-Waiver - Any right(s) not enforced by the Company or Distributor under this Agreement will not be construed as a waiver of any of the terms and conditions of this Agreement and the same will remain in full force and effect. A waiver of any provision in this Agreement will not be deemed to be a waiver of any other provision, whether or not similar, nor will any waiver of a provision in this Agreement be deemed to constitute a continuing waiver.
C.Severability - Any term or provision of this Agreement which is invalid pursuant to the laws and regulations of that jurisdiction will, as for that jurisdiction, be ineffective. Such term or provision will not render the remaining terms and provisions of this Agreement invalid. In addition, such term or provision will not affect the validity of any of the terms or provisions of this Agreement in any other jurisdiction.
D.Captions - The captions or headings of this Agreement are for convenience and ease of reference only. They will have no effect on the meaning or interpretation of any provision of this Agreement.
E.Amendment - The Company or Distributor reserves the right to amend this Agreement at any time. Submission of an application for a Contract after Notice of such amendment will constitute agreement of the Broker-Dealer to such amendment.
F.Entire Agreement – This Agreement and its Schedules and Addendums constitute the entire agreement between the parties and supersedes all prior agreements and understandings, oral and written.
G.Policy/Contract Issuance – Company reserves the right, in its sole discretion, not to issue a Policy or Contract.



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XVIII.Effective Date -

This Agreement is effective once fully executed by both the Distributor and Broker-Dealer. The Effective Date shall be the date the Distributor executes the Agreement.
XVIII.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey (without regard to the conflicts of laws provisions) thereof and that in all cases where a party seeks relief in connection with this Agreement in a court of competent jurisdiction, the exclusive forum and venue shall be the state and federal courts having jurisdiction and venue in the State of New Jersey.
XIX.Notice
Notice to the Broker-Dealer under this Agreement will be provided by the Company or Distributor and will be deemed given as follows:
A.When posted to the “Notices & Schedules” page of the Company’s Website;
B.When sent electronically by e-mail to the Broker-Dealer’s most recent e-mail address on file with the Company or Distributor; or
C.When provided in writing and sent by facsimile, prepaid overnight courier, or first-class mail to the Broker-Dealer’s most recent address on file with the Company.


All notices to the Company under this Agreement will be provided in writing by the Broker-Dealer and sent, prepaid overnight courier, or first-class mail to:
If to Distributor:
Pruco Securities, LLC
213 Washington Street - 18th floor Newark, NJ 07102
Attention: Business Controls

If to Company:
The Pruco Life Insurance Company
213 Washington Street - 18th floor
Newark, NJ 07102
Attention: Business Controls


The Pruco Life Insurance Company of New Jersey
213 Washington Street - 18th floor
Newark, NJ 07102
Attention: Business Controls
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the dates set forth below.
[Broker Dealer]

TIN: xx-xxxxxxx


By:     
[Principal Name]

Title:     Date:     

Broker-Dealer’s e-mail address:     




PRUCO SECURITIES, LLC
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


By:     
Date:     
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SCHEDULE A

Each of the undersigned is affiliated with Broker-Dealer and represents that it holds the necessary corporate insurance license to act in connection with the sale of Contracts, as defined in the Agreement, in those states so identified next to its name. By executing this Schedule A each of the undersigned agrees to be bound by the terms and conditions of the Agreement as if each Affiliate was the Broker-Dealer for purposes of applying the terms and conditions of this Agreement.


COMPANY    STATE(S)    TIN and Officer’s Signature.

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VARIABLE BDSA_5-2021
BD V only(Notice)

    

SCHEDULE B

Contracts for Pruco Life Insurance Company

PruLife® Custom Premier II* (“VUL” Flexible Premium Variable Universal Life Insurance Contract)
VUL Protector®*
PruLife® SVUL Protector℠*
Prudential FlexGuard® Life IVUL*


Contracts for Pruco Life Insurance Company of New Jersey

PruLife® Custom Premier II* (“VUL” Flexible Premium Variable Universal Life Insurance Contract)
VUL Protector®*
PruLife® SVUL Protector*





* Securities under the Securities Act of 1933

VARIABLE BDSA_5-2021
BD V only(Notice)

    


SCHEDULE C
List of Policies and Procedures


Licensing, Appointment and Registration Policy

Replacement Policies and Procedures

VARIABLE BDSA_5-2021
BD V only(Notice)

    


SCHEDULE E

COMPANY MARKS


PRUCO SECURITIES, LLC PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY







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VARIABLE BDSA_5-2021
BD V only(Notice)

    


SCHEDULE F
Prudential Logo Standards

Logo color

The color of the logo is Pantone Matching System (PMS) 300 or a process color match of PMS 300 (100% cyan, 43% magenta).

Because this “Prudential Blue” is a distinguishing color that consumers associate with our company, it should be used whenever possible. You can use black if PMS 300 is not available.

No other colors can be used.

The Rock and “Prudential” must be the same color (whether it’s PMS 300 or black). For instance, the Rock cannot be in black if the type is in blue.

You should not use a white “reversed-out” negative logo image unless neither PMS 300 nor black can be used.

If you are using the Dainippon Ink & Chemicals, Incorporated (DIC) color matching system, use 579 blue as a “Prudential Blue” equivalent.

To achieve “Prudential Blue” in an electronic medium, use the following RGB models:

Internet Palette: Red 51, Green 102, Blue 204
Lotus Notes: Red 0, Green 130, Blue 191

Prudential logo clear zone

Our logo, as the defining mark of the company, must be easily noticed and clearly readable. To make sure the logo has a strong presence in every printed piece, all other design elements should be spaced at least one Rock’s distance (x) away from the Prudential logo.
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VARIABLE BDSA_5-2021
BD V only(Notice)

    


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Incorrect use of the logo

Using the logo properly in all media is absolutely vital in maintaining its integrity and, ultimately, reinforcing the strength of the Prudential brand. Below are a number of incorrect uses of the logo.

image_14.jpgDo not use old versions of the Prudential logo.
Although the Rock may be used on its own, never use the logotype without the Rock as a logo.
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Never alter the size relationship between the Rock and the logotype.
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Never substitute another typeface for the logotype.
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Never use decorative designs or enclosing shapes with the logo.
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Never use the Rock as part of another visual element or logo.
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Never print the logo in colors other than those specified by the guidelines.
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Never print the Rock and the logotype in separate colors.
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VARIABLE BDSA_5-2021
BD V only(Notice)

    
SCHEDULE G
CYBERSECURITY OBLIGATIONS SCHEDULE

This Schedule G supplements the terms and conditions of the Agreement and, unless a provision in the Agreement is more protective of Company, this Schedule G shall control in the event of any inconsistency between the Agreement and this Schedule G. Additionally, to the extent not in conflict with this Schedule G, the parties acknowledge and agree that Broker-Dealer’s obligations under the Agreement with respect to information security and confidentiality shall apply to Nonpublic Information.
                        
1.Definitions. As used in this Schedule G, the following capitalized terms will have the meanings set forth below:

1.1.Cybersecurity Event” means any act or attempt, successful or unsuccessful, to gain unauthorized access to, disrupt or misuse an Information System or information stored on such Information System.
1.2.Information System” means a discrete set of electronic information resources organized for the collection, processing, maintenance, use, sharing, dissemination or disposition of electronic information, as well as any specialized system such as industrial/process controls systems, telephone switching and private branch exchange systems, and environmental control systems.
1.3.Multi-Factor Authentication” means authentication through verification of at least two (2) of the following types of authentication factors: (a) knowledge factors, such as a password; (b) possession factors, such as a token or text message on a mobile phone; or (c) inherence factors, such as a biometric characteristic.
1.4.Nonpublic Information” means information that is not Publicly Available Information and is:
(a)     business related information of Company the tampering with which, or unauthorized disclosure, access or use of which, would cause a material adverse impact to the business, operations or security of Company;
(b)     any information concerning an individual which because of name, number, personal mark, or other identifier can be used to identify such individual, in combination with any one or more of the following data elements: (i) social security number, (ii) drivers’ license number or non-driver identification card number, (iii) account number, credit or debit number, (iv) any security code, access code or password that would permit access to an individual’s financial account, or (v) biometric records; or
(c)     any information or data, except age or gender, in any form or medium created by or derived from a health care provider or an individual and that relates to: (i) the past, present or future physical, mental or behavioral health or condition of any individual or member of the individual’s family, (ii) the provision of health care to any individual, or (iii) payment for the provision of health care to any individual.
For the avoidance of doubt, the term Nonpublic Information includes Confidential Information and Customer Information, each as defined in the Agreement. To the extent not in conflict with this Schedule, Broker-Dealer’s obligations under the Agreement with respect to information security and confidentiality shall also apply to Nonpublic Information.
1.5.Penetration Testing” means a test methodology in which assessors attempt to circumvent or defeat the security features of an Information System by attempting penetration of databases or controls from outside or inside an Information System.
1.6.Person” means any individual or any non-governmental entity, including but not limited to any non-governmental partnership, corporation, branch, agency or association.
1.7.Publicly Available Information” means any information that Company has a reasonable basis to believe is lawfully made available to the general public from: (a) federal, state or local government records; (b) widely distributed media; or (c) disclosures to the general public that are required to be made by federal, state or local law.
1.8.Risk Assessment” means the risk assessment that Broker-Dealer is required to conduct under Section 7 (Risk Assessments) of this Schedule.
1.9.Risk-Based Authentication” means any risk-based system of authentication that detects anomalies or changes in the normal use patterns of a Person and requires additional verification of the Person’s identity when such deviations or changes are detected, such as through the use of challenge questions.
2.Cybersecurity Program. Broker-Dealer represents, warrants and covenants that it has implemented and maintains, and shall continue to maintain, a cybersecurity program that includes administrative, technical and physical safeguards designed to protect the confidentiality, integrity and availability of Nonpublic Information and Broker-Dealer’s









VARIABLE BDSA_5-2021
BD V only(Notice)

    
Information Systems. Broker-Dealer’s cybersecurity program is, and shall remain, designed to:
(a)     identify and assess internal and external cybersecurity risks that may threaten the security or integrity of Nonpublic Information stored on Broker-Dealer’s Information Systems;
(b)     use defensive infrastructure and implement policies and procedures to protect Broker-Dealer’s Information Systems, and Nonpublic Information stored on such Information Systems, from unauthorized access, use or other malicious acts and minimize the likelihood of harm to any individual;
(c)     detect Cybersecurity Events;
(d)     respond to identified or detected Cybersecurity Events to mitigate any negative effects;
(e)     recover from Cybersecurity Events and restore normal operations and services;
(f)     fulfill applicable regulatory reporting obligations; and
(g)    define and periodically reevaluate a schedule for retention of Nonpublic Information and a mechanism for its destruction when no longer needed.
3.Cybersecurity Policies. Broker-Dealer shall implement and maintain a written policy or policies, approved by its board of directors or equivalent governing body, setting forth Broker-Dealer’s policies and procedures for the protection of its Information Systems and Nonpublic Information stored on such Information Systems. Such policies will address the following areas, to the extent applicable: (a) information security; (b) data governance and classification; (c) asset inventory and device management; (d) access controls and identity management; (e) business continuity and disaster recovery planning and resources; (f) systems operations and availability concerns; (g) systems and network security; (h) systems and network monitoring; (i) systems and application development and quality assurance; (j) physical security and environmental controls; (k) customer data privacy; (l) vendor and third party service provider management; (m) risk assessments; and (n) incident response.
4.Chief Information Security Officer. Broker-Dealer shall designate a qualified individual responsible for overseeing and implementing its cybersecurity program and enforcing its cybersecurity policies, and will use qualified cybersecurity personnel to manage its cybersecurity risks and perform core cybersecurity functions.
5.Penetration and Vulnerability Testing. Unless Broker-Dealer conducts continuous monitoring of its Information Systems to detect, on an ongoing basis, changes in such Information Systems that may create or indicate vulnerabilities, Broker-Dealer shall conduct: (a) Penetration Testing of its Information Systems at least annually; and (b) vulnerability assessments at least bi-annually, including any systematic scans or reviews of its Information Systems reasonably designed to identify publicly known cybersecurity vulnerabilities.
6.Access Controls and Authentication. Broker-Dealer shall limit user access privileges to its Information Systems that provide access to Nonpublic Information and shall periodically review such access privileges. Broker-Dealer shall use effective controls to protect against unauthorized access to Nonpublic Information and its Information Systems that store Nonpublic Information, including the use of Multi-Factor Authentication or Risk-Based Authentication. Broker-Dealer shall use Multi-Factor Authentication for accessing its internal networks from an external network.
7.Risk Assessments. Broker-Dealer shall conduct a periodic, documented Risk Assessment of its Information Systems sufficient to inform the design of its cybersecurity program. Such Risk Assessment shall be updated as reasonably necessary to address changes to Broker-Dealer’s Information Systems, Nonpublic Information or business operations. Broker-Dealer's Risk Assessment shall allow for revision of controls to respond to technological developments and evolving threats and shall consider the particular risks of Broker-Dealer’s business operations related to cybersecurity, Nonpublic Information collected or stored, Information Systems utilized and the availability and effectiveness of controls to protect Nonpublic Information and Information Systems.
8.Data Retention. Broker-Dealer shall implement and maintain policies and procedures for the secure disposal on a periodic basis of any Nonpublic Information that is no longer necessary for exercising its rights under the Agreement, unless such information is required to be retained by law or regulation or where disposal is not reasonably feasible due to the manner in which it is maintained. Any Nonpublic Information so retained by Broker-Dealer shall continue to be subject to the Agreement and this Schedule.
9.Encryption. As part of its cybersecurity program, Broker-Dealer shall implement controls, including but not limited to encryption, or alternative compensating controls approved by Company, to protect Nonpublic Information held or transmitted by Broker-Dealer both in transit over external networks and at rest.
10.Notice of Cybersecurity Event. Broker-Dealer shall notify Company as promptly as possible but in no event later than forty-eight (48) hours from a determination that a Cybersecurity Event has occurred. Thereafter, Broker-Dealer shall conduct a prompt investigation of such Cybersecurity Event. Broker-Dealer shall retain records concerning any








VARIABLE BDSA_5-2021
BD V only(Notice)

    
Cybersecurity Event for a period of at least five (5) years from the date of such Cybersecurity Event and will provide such records upon Company’s request.
11.Due Diligence. For the purpose of auditing Broker-Dealer’s compliance with this Schedule, Broker-Dealer shall provide to Company, on reasonable notice: (a) access to Broker-Dealer’s premises at which Nonpublic Information is processed and records pertaining to Nonpublic Information; and (b) reasonable assistance and cooperation of Broker-Dealer’s relevant staff. Broker-Dealer shall also provide to Company, upon request, copies of the then-current policies referenced in Section 3 (Cybersecurity Policies) above and such other documents as are reasonably required by Company to verify Broker-Dealer’s compliance with this Schedule.
12.Survival. Broker-Dealer’s obligations under this Schedule G shall continue for so long as Broker-Dealer continues to have access to or is in possession of Nonpublic Information, even if the Agreement has been terminated or sales of the Contracts are no longer permitted thereunder (i.e., Broker-Dealer’s authorization is limited to only servicing the Contracts).



VARIABLE BDSA_5-2021
BD V only(Notice)

    
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AMENDMENT TO BROKER/DEALER SELLING AGREEMENT –
FIRST AMENDMENT TO 11 NYCRR 224 (NEW YORK INSURANCE REGULATION 187)

The Prudential Insurance Company of America, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (collectively, “Company”) and Pruco Securities, LLC (“Distributor”) hereby provide notice to [BD name] and its insurance agency affiliates (collectively, “Selling Firm”) pursuant to the Amendment section of that certain Broker/Dealer Selling Agreement among Company, Distributor and Selling Firm dated [xxx] (“BDSA”) that the BDSA is hereby amended, as set forth below, to add provisions to address the First Amendment to New York Insurance Regulation 187, at 11 NYCRR 224.0 et seq., (“Amended Reg. 187”) (“NY 187 Amendment”). This NY 187 Amendment shall be effective as of the Life Effective Date, as defined below. Selling Firm, Company and Distributor are hereinafter referred to collectively as the “Parties.”
WHEREAS, the Parties entered into the BDSA for the sale and distribution of certain individual variable life insurance policies that are registered under the Securities Act of 1933, as amended, issued by Company and underwritten by Distributor through registered representatives of Selling Firm (“Variable Policies”), as set forth on the applicable schedule to the BDSA; and
WHEREAS, the New York Department of Financial Services issued Amended Reg. 187, requiring recommendations, as defined in Amended Reg. 187, with respect to, among other things, both new and in-force life insurance policies and certain transactions therein to be in consumers’ best interest, effective as of February 1, 2020 for life insurance (the “Life Effective Date”).
NOW, THEREFORE, the BDSA is hereby amended as follows:

1.Compliance with Best Interest Standard and Requirements. Notwithstanding any provisions to the contrary in the BDSA, the following provisions shall apply to Variable Policies subject to Amended Reg. 187 and shall be in addition to the provisions in the BDSA regarding compliance with applicable federal, state and self-regulatory organization standard of care and suitability requirements for the Variable Policies:
a.With respect to recommendations (as defined in Amended Reg. 187) involving both new and in-force Variable Policies delivered or issued for delivery in the state of New York (collectively, “NY Products”), Selling Firm shall comply with, and ensure that its registered representatives comply with, the requirements of Amended Reg. 187 applicable to producers, including without limitation, compliance with the best interest, suitability, training, disclosure, information collection, documentation and determination requirements.
b.Selling Firm acknowledges and agrees that the submission of an application or transaction request with respect to a NY Product to Company by Selling Firm, a registered representative of Selling Firm shall be deemed to be a representation that Selling Firm and registered representative in connection therewith, complied with all requirements of Amended Reg. 187 as in effect at the time of such submission applicable to Selling Firm and registered representatives, as producers.
2.Selling Firm Performance of Delegated Functions. Selling Firm shall establish and maintain a supervision system for the supervision of sales transactions involving NY Products recommended by its registered representatives that meets the requirements of 11 NYCRR 224.6(b) of Amended Reg. 187.
3.Selling Firm Certification.

a.Selling Firm hereby certifies, and shall hereafter annually certify, the following: “Selling Firm has established and maintains a system of supervision for recommendations of sales transactions involving both new and in-force life



BD V only(Notice)

    

image_23.jpg

AMENDMENT TO BROKER/DEALER SELLING AGREEMENT –
FIRST AMENDMENT TO 11 NYCRR 224 (NEW YORK INSURANCE REGULATION 187)

insurance products issued by The Prudential Insurance Company of America, or Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey that are or were delivered or issued for delivery in the state of New York (“NY Products”), and such system of supervision includes, but is not limited to, standards and procedures for:
(i) the collection of a consumer’s suitability information with respect to sales transactions involving NY Products; (ii) the documentation and provision of disclosure required by New York insurance regulations, including the relevant suitability considerations and product information, both favorable and unfavorable, that provide the basis for any recommendation with respect to sales transactions involving NY Products; and (iii) the auditing and/or contemporaneous review of recommendations of sales transactions involving NY Products to monitor its registered representatives’ compliance with the obligation to act in the best interest of consumers.”
b.Certifications provided pursuant to this Section will be included in the annual certification letter sent to Selling Firm by Company or posted to PruXpress.
4.Training. To the extent that Selling Firm desires to utilize training other than Company-provided or Company- approved training to satisfy the training requirements of Amended Reg. 187, Selling Firm shall provide information about such other training to Company for consideration, and shall not implement such training without Company’s prior approval, which shall not be unreasonably withheld.
5.Audit of Delegated Supervision Functions.

a.Selling Firm shall cooperate with Company in connection with reasonable requests related to Company’s audits of supervision functions delegated to Selling Firm by Company.
b.Selling Firm shall maintain and make available upon reasonable request by Company records relating to supervision functions delegated to Selling Firm pursuant to this NY 187 Amendment.
6.Conflict. In the event of any conflict between the provisions of this NY 187 Amendment and any provision of the BDSA, the provisions of this NY 187 Amendment shall prevail with respect to the subject matter hereof.
Except as expressly provided herein, all other terms and conditions of the BDSA shall remain in full force and effect.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
PRUCO SECURITIES, LLC
image_24.jpg

By: Ann Nanda Title: Vice President



2 of 2


BD V only(Notice)

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Pruco Life Insurance Company
[213 Washington Street, Newark, NJ 07102]
A Prudential Company
[www.prudential.com]
[800-778-2255]

Insured [JOHN DOE]     [XX XXX XXX] Policy Number             
[OCT 1, 2022] Contract Date
Agency [R-NK 1]

Individual Flexible Premium Variable and Index-Linked Universal Life Insurance Policy. Insurance payable only upon death. While policy values may be affected by an external index or indices, the index strategy separate account(s) does not directly participate in any stock or equity investment. Cash values reflect premium payments, investment results, interim value, any interest credited to the fixed rate option, any interest credited to the fixed holding account(s), any index interest on the index strategy(ies), and charges. Non-participating.

We will promptly pay the beneficiary the death benefit described under the Death Benefit Provisions of this contract if we receive due proof that the Insured died. We make this promise subject to all the provisions of this contract.

The death benefit amount and duration of coverage depend on the death benefit option, the payment of premiums, the investment experience of the variable investment option separate account(s), the interim value of the index strategy(ies) with a buffer, any interest credited to the fixed rate option, any interest credited to the fixed holding account(s), any index interest on the index strategy(ies), and the charges taken (See Death Benefit Provisions).

The death benefit amount, the duration of the coverage and cash values that are based on the investment experience of the variable investment option separate account(s) and the interim value of the index strategy(ies) with a buffer are not guaranteed and may decrease or increase in accordance with the valuation. The cash value may also increase or decrease daily, depending on the payment of premiums, any interest credited to the fixed rate option, any interest credited to the fixed holding account(s), any index interest on the index strategy(ies), and the charges taken. There is no guaranteed minimum cash value.

If there is ever a question about this contract, please see a Pruco Life Insurance Company representative or contact one of our offices.

Right to Cancel Contract

You may return this contract to us on or before the tenth day after delivery of the contract. (If the purchase of this contract is a replacement under state law, this duration will be extended to 30 days). All you have to do is take the contract or mail it to one of our offices or to the representative who sold it to you. It will be canceled, and we will return the greater of (1) the premiums you have paid, and (2) the contract fund plus any charges we have deducted.

Signed for Pruco Life Insurance Company, an Arizona Corporation.
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Secretary
President


PLEASE READ YOUR POLICY CAREFULLY; it is a legal contract between you and Pruco Life Insurance Company.

IVUL-2022



GUIDE TO CONTENTS
Page
Contract Data……………………………………………………………………………………………………….
3
Insured's Information; Rating Class; Basic Contract Information; Insurance Department Contact Information; Type of Death Benefit; Life Insurance on the Insured; Other Benefits (if applicable); Minimum Initial Premium; Contract Limitations; Adjustments to Premium Payments; Adjustments to the Contract Fund; Schedule of Maximum Surrender Charges; Variable Investment Options; Index Strategies; Fixed Rate Option; Fixed Holding Accounts; Initial Account Selection
Tables………………………………………………………………………………………………………….…….
4
Table of No-Lapse Guarantee Values; Table of Maximum Monthly Insurance Rates Per $1,000 of Net Amount at Risk; Table of Attained Age Factors
Definitions…………………………………………………………………………………………………….…….
5
The Contract………………………………………………………………………………………………………..
5
Entire Contract; Contract Modifications; Incontestability
Ownership…………………………………………………………………………………………………….…….
5
Death Benefit Provisions…………………………………………………………………………………..…….
6
Death Benefit; Additional Death Benefits; Method of Payment; Suicide Exclusion; Interest on Death Benefit
Decrease In Basic Insurance Amount.………………………………………………………………………...
7
Surrender Charge on Decreases

Cost of Insurance………………………………………………………………………………………………….
8
Changing The Type of Death Benefit…………………………………………………………………………..
8
Type A to B, Type B to A
Beneficiary………………………………………………………………………………………………………….
8
Premium Payment…………………………………………………………………………………………………
9
Payment of Premiums; Net Premium Amount; Crediting the Initial Premium Payment; Allocations
Contract Fund………………………………………………………………………………………………………
10
Cash Value; Net Cash Value; Net Amount at Risk; Valuation of Variable Investment Options; Valuation of Index Strategies With a Buffer; Valuation of Index Strategies Without a Buffer
Default……………………………………………………………………………………………………………….
12
Excess Contract Debt Default; Cash Value Default; Notice of Default
Limited No-Lapse Guarantee……………………………………………………………………………………
12
Reinstatement……………………………………………………………………………………………………...
13
Separate Account………………………………………………………………………………………………….
13
IVUL-2022


Investments for Variable Investment Options; Investments for Index Strategies
Fixed Rate Option…..……………………………………………………………………………………………..
14
Index Strategies.…………………………………………………………………………………………………...
14
Fixed Holding Accounts; Index Strategies; Index; Index Value; Transfer Dates; Transfers to an Index Strategy; Transfers from an Index Strategy; Index Strategy Segments; Index Strategy Segment Base; Participation Rate; Index Growth Floor; Index Growth Cap; Buffer; Step Rate; Index Interest; Discontinuation of or Substantial Change to an Index; Closure or Replacement of an Index Strategy
Transfers…………………………………………………………………………….………………………………
17
Designated Transfers; Transfer Restriction Period
Surrender …………………………………………………………………………………………………………..
18
Withdrawals………………………………………………………………………………………………………...
18
Effect on Contract Fund; Effect on Basic Insurance Amount
Loans…………………………………………………………………………………………………….…………..
19
Loan Value; Contract Debt; Loan Requirements; Interest Charge; Preferred Loans; Effect on Contract Fund
General Provisions………………………………………………………………………………………………..
20
Annual Report; Payment of Death Claim; Currency; Misstatement of Age or Sex; Assignment; Change in Plan; Elements Subject to Change; Non-Participating; Applicable Tax Law; Age 121
Basis of Computation…………………………………………………………………………………………….
22
Mortality Basis and Interest Rate; Minimum Legal Values
Settlement Options………………………………………………………………………………………………..
23
Settlement Options Tables………………………………………………………………………………………
24


A copy of the application and any riders or endorsements can be found at the end of the contract.


















IVUL-2022
































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IVUL-2022


PROCESSING DATE: [XXX XX, XXXX]

CONTRACT DATA
Insured’s Information

[JOHN DOE] [Male], Issue Age [35]

Rating Class

[Nonsmoker]

Basic Contract Information

Policy Number [xx xxx xxx]
Contract Date [October 1, 2022]
Premium Period During the life of the Insured up to attained age 121
Beneficiary [MARY DOE, wife]

Loan Interest Rate (years 1-10) [2.00%]
Preferred Loan Interest Rate (years 11 and later) [1.05%]

Insurance Department Contact Information

[State Insurance Department Name]
[Telephone Number: XXX-XXX-XXXX]

Type of Death Benefit (see Death Benefit Provisions)
[Type A]

Life Insurance on the Insured

Basic Insurance Amount [$250,000.00]

[Other Benefit(s) on the Insured (see appropriate form for details)]
[Rider [ICC17 VL 100 B] - Payment of Net Premium Amount Benefit Upon Insured’s Total Disability.]
[Rider [VL 110 B] - Rider For Insured’s Accidental Death Benefit.

        Amount [$25,000.00] ]

CONTRACT DATA CONTINUED ON NEXT PAGE
IVUL-CD-2022 Page 3 [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[Rider [ICC18 VL 145 B6] - Rider to Provide Acceleration of Death Benefit.]
[Rider [[RID-NLG-2022] with rider data pages [RID-NLG-PLUS-CD-2022]] - Rider to Provide Lapse Protection.]
[Rider [ICC18 PLI 496] - Rider For Payment of an Additional Amount Upon Surrender.]
[Rider [ICC17 PLI 552] – Rider For Excess Loan Protection.]
[Rider [ORD 87241] - Settlement Options to Provide Acceleration of Death Benefits.]

[Insurance on All Other Insureds (see appropriate form for details)]

[Rider [ICC16 VL 182 B] on the life of each dependent child - Level Term Insurance Benefit on Dependent Children.

Amount [$25,000.00] ]

[Rider [ICC16 VL 184 B] on the life of each dependent child - Level Term Insurance Benefit on Dependent Children.

Amount [$25,000.00] ]

Minimum Initial Premium

The minimum initial premium due on the Contract Date is [$177.29].

Contract Limitations

The minimum premium we will accept is [$25.00].

The minimum Basic Insurance Amount is [$250,000.00].
The minimum decrease in Basic Insurance Amount is [$5,000.00].

The minimum amount you may withdraw is [$500.00].

The maximum additional illustrative report charge is [$25].




CONTRACT DATA CONTINUED ON NEXT PAGE

IVUL-CD-2022 Page 3A [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

Adjustments to Premium Payments

From each premium paid we will:

subtract a premium–based administrative charge of up to 7.5% of the premium paid.

subtract a charge for sales expenses from premiums paid in a contract year at a rate of up to 15% of the first [$2,619.49] of premiums, and a rate of up to 15% of premiums exceeding that amount for that contract year.

The remainder of the premium is the net premium amount.

Adjustments to the Contract Fund

On the Contract Date the contract fund is equal to the net premium amount credited on that date, minus any of the charges described below which may be due on that date.

On each day after the contract date, we will adjust the contract fund by:

adding any net premium amounts.

adding any increase due to investment results of the variable investment options.

adding any increase due to changes in the interim value of the index strategy(ies) with a buffer.

adding guaranteed interest at an effective annual rate of 1% (0.00272616% a day) on that portion of the contract fund that is in the fixed rate option.

adding guaranteed interest at an effective annual rate of 1% (0.00272616% a day) on that portion of the contract fund that is in a fixed holding account.

adding any excess interest at an effective annual rate that Pruco Life declares on that portion of the contract fund that is in the fixed rate option.

adding any excess interest at an effective annual rate that Pruco Life declares on that portion of the contract fund that is in a fixed holding account.

adding guaranteed interest to the portion of the contract fund that has been loaned at an effective annual rate of 1% (0.00272616% a day).

subtracting any decrease due to investment results of the variable investment options.


CONTRACT DATA CONTINUED ON NEXT PAGE

IVUL-CD-2022 Page 3B [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

subtracting any decrease due to changes in the interim value of the index strategy(ies) with a buffer.

subtracting a charge against the variable investment options at an effective annual rate of not more than 0.45% (0.00123012% a day) for mortality and expense risks we assume.

subtracting any withdrawals.

subtracting an administrative charge of up to $25.00 for any withdrawals.

subtracting an administrative charge of up to $25.00 for any decrease in basic insurance amount.

subtracting an administrative charge of up to $25.00 for each transfer exceeding twelve in any contract year (see Transfers).

subtracting any surrender charge that may result from a withdrawal, surrender, or reduction in the basic insurance amount.

And on each monthly date, we will adjust the contract fund by:

subtracting a monthly charge for administrative expenses of up to: [$0.19] per $1,000 of the basic insurance amount plus $20.00.
subtracting a monthly charge for the cost of insurance (see Cost of Insurance).
[subtracting a monthly charge for Rider to Provide Lapse Protection (Rider [[RID-NLG-2022] with rider data pages [RID-NLG-PLUS-CD-2022]]) payable until [October 1, 2108].]
[subtracting a monthly charge for the Payment of Net Premium Amount Benefit Upon Insured’s Total Disability (Rider [ICC17 VL 100 B] of [7.519%] of the current total disability benefit as described in the Total Disability Benefit provision of the rider (this charge is waived during periods of total disability as described in the rider).]
[subtracting a maximum monthly charge for Insured’s Accidental Death Benefit (Rider [VL 110 B]) of [$1.66].]
[subtracting a monthly charge for Rider to Provide Acceleration of Death Benefit (Rider [ICC18 VL 145 B6]). This charge will be waived from the time benefit payments begin.]
[subtracting a maximum monthly charge for Level Term Insurance Benefit on Dependent Children (Rider [ICC16 VL 182 B]) of [$10.36] payable until [October 1, 2062].]
[subtracting a maximum monthly charge for Level Term Insurance Benefit on Dependent Children (Rider [ICC16 VL 184 B]) of [$10.36] payable until [October 1, 2062].]
[subtracting a single charge for Rider For Payment of an Additional Amount Upon Surrender (Rider [ICC18 PLI 496]) due on the contract date of [$125.00].]
IVUL-CD-2022 Page 3C [IVUL01 302]


CONTRACT DATA CONTINUED ON NEXT PAGE
PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[subtracting a single charge for Rider For Excess Loan Protection (Rider [ICC17 PLI 552]) when the rider is exercised of no more than [3.5%] of the contract fund. Your request to exercise the rider must be dated on or after the later of (a) the fifteenth contract anniversary and (b) the contract anniversary on or after the Insured’s 75th birthday. The contract debt must be equal to or greater than 95% of the cash value. Please see the rider for additional details.]

[And on each segment maturity date, we will adjust the contract fund by:
applying any Index Interest (which can be positive or negative) on the index strategy(ies).]



CONTRACT DATA CONTINUED ON NEXT PAGE


IVUL-CD-2022 Page 3D [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

Schedule of Maximum Surrender Charges

For a full surrender of the contract, the maximum charge we will deduct from the contract fund is
shown below.

For a Surrender Occurring
During Contract Year
The Maximum Surrender
Charge is:
[1[$4,059.05
2$3,936.43
3$3,816.05
4$3,697.53
5$3,580.83
6$3,255.23
7$2,929.60
8$2,604.03
9$2,278.40
10$1,952.80
11$1,627.20
12$1,301.60
13$976.00
14$650.40
15$324.78
16] and later$0.00]

We may also deduct a surrender charge when you decrease the basic insurance amount, change the type of death benefit, or make a withdrawal. (See Decrease in Basic Insurance Amount, Changing the Type of Death Benefit, and Withdrawals.)

[Rider To Provide Acceleration of Death Benefit Information (see Rider [ICC18 VL 145 B6] for details)

[Initial Lifetime Benefit Amount:] [$250,000.00]
[Monthly Benefit Percent:] [2%]
[Initial Daily Benefit Limit:] [$390.00]
[Daily Benefit Limit Compound Rate:] [4%]
[Initial Benefit Size Discount Factor:] [1.000000] ]


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IVUL-CD-2022 Page 3E [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

Variable Investment Options

The Pruco Life Variable Universal Account

Each variable investment option of this account invests in a specific portfolio of The Prudential Series Fund and such other funds as we may specify from time to time. We show the available variable investment options of the account below. Unless we say otherwise, the variable investment options invest in funds or fund portfolios with the same names. This account is registered with the SEC under the Investment Company Act of 1940.

[The Prudential Series Fund]

[PSF PGIM 50/50 Balanced Portfolio]
[PSF PGIM Flexible Managed Portfolio]
[PSF PGIM Total Return Bond Portfolio]
[PSF PGIM Government Money Market Portfolio]
[PSF PGIM Jennison Value Portfolio]
[PSF PGIM Jennison Blend Portfolio]
[PSF Stock Index Portfolio]
[PSF PGIM Jennison Growth Portfolio]
[PSF Small-Cap Stock Index Portfolio]

Index Strategies

[1 yr. S&P 500® Cap Rate - 0% Floor Index Strategy]

[1 yr. S&P 500® Cap Rate - 10% Buffer Index Strategy]

[1 yr. S&P 500® Step Rate Plus - 10% Buffer Index Strategy]

The index strategies are described in the Index Strategies provision of this contract. Assets supporting the index strategies are held in a non-insulated and non-unitized separate account (see Separate Account).

Fixed Rate Option

The fixed rate option is supported by the general account of the Company. It is described in the Fixed Rate Option provision of this contract.

Fixed Holding Accounts

The fixed holding accounts are supported by the general account of the Company. They are described in the Index Strategies provision of this contract.

CONTRACT DATA CONTINUED ON NEXT PAGE
IVUL-CD-2022 Page 3F [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[Rider to Provide Lapse Protection - Allocation Limitation (see Rider [[RID-NLG-2022] with rider data pages [RID-NLG-PLUS-CD-2022]] for details)

[Allocation Limitation End Date: [OCT 1, 2027]]

Available Allocation(s):

[1 yr. S&P 500® Cap Rate - 10% Buffer Index Strategy]

[1 yr. S&P 500® Step Rate Plus - 10% Buffer Index Strategy]]

Initial Account Selections

Payment Allocation Instructions

[Fixed Rate Option:] [50%]
[PSF Stock Index Portfolio:] [20%]
[1 yr. S&P 500® Cap Rate - 0% Floor Index Strategy:] [10%]
[1 yr. S&P 500® Cap Rate - 10% Buffer Index Strategy:] [10%]
[1 yr. S&P 500® Step Rate Plus - 10% Buffer Index Strategy:] [10%]

[Designated Transfers]

[Designated Transfer Amount:] [$5,000.00]
[1 yr. S&P 500® Cap Rate - 0% Floor Index Strategy:] [34%]
[1 yr. S&P 500® Cap Rate - 10% Buffer Index Strategy:] [33%]
[1 yr. S&P 500® Step Rate Plus - 10% Buffer Index Strategy:] [33%]
[Specified Number of Designated Transfers:] [24]

CONTRACT DATA CONTINUED ON NEXT PAGE


IVUL-CD-2022 Page 3G [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[[1 yr. S&P 500® Cap Rate - 0% Floor Index Strategy]

Type: [Annual Point-to-Point]
Index: [S&P 500® (which excludes dividends) *]
Transfer Date: [The 15th day of each calendar month following the contract date]

Guaranteed Minimum Participation Rate: [100%]
Guaranteed Minimum Index Growth Floor: [0%]
Guaranteed Minimum Index Growth Cap: [2%]
Segment Start Date: [The date money is transferred into an index strategy] Segment Duration: [One year]
Segment Maturity Date: [One year from the Segment Start Date]

Index Interest: [On each Segment Maturity Date we will determine the Index Interest as the Index Strategy Segment Base times the Index Growth Rate.

The Index Growth Rate equals: (a) divided by (b), minus 1, then times (c), but not less than (d) and not greater than (e), where:
(a) = the Index value on the Segment Maturity Date
(b) = the Index value on the Segment Start Date
(c) = the Participation Rate
(d) = the Index Growth Floor
(e) = the Index Growth Cap]

[Index interest does not include the portion of returns generated by the underlying index that come from dividends. The elements used in calculating index interest for future index strategy segments are not guaranteed and may be changed at our discretion (subject to the guarantees stated above). Any changes may increase or decrease the index interest for future index strategy segments.]]


CONTRACT DATA CONTINUED ON NEXT PAGE


IVUL-CD-2022 Page 3H [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[[1 yr. S&P 500® Cap Rate - 10% Buffer Index Strategy]

Type: [Annual Point-to-Point]

Index: [S&P 500® (which excludes dividends) *]

Transfer Date: [The 15th day of each calendar month following the contract date]

Guaranteed Minimum Participation Rate: [100%]
Guaranteed Minimum Buffer: [10%]
Guaranteed Minimum Index Growth Cap: [5%]
Segment Start Date: [The date money is transferred into an index strategy] Segment Duration: [One year]
Segment Maturity Date: [One year from the Segment Start Date]

Index Interest: [On each Segment Maturity Date we will determine the Index Interest as the Index Strategy Segment Base times the Index Growth Rate.

If the Index value on the Segment Maturity Date is equal to or greater than the Index value on the Segment Start Date, then the Index Growth Rate equals: (a) divided by (b), minus 1, then times (c), but not greater than (e), where:
(a) = the Index value on the Segment Maturity Date
(b) = the Index value on the Segment Start Date
(c) = the Participation Rate
(e) = the Index Growth Cap

If the Index value on the Segment Maturity Date is less than the Index value on the Segment Start Date, then the Index Growth Rate equals: (a) divided by (b), minus 1, then plus (f), but not greater than zero, where:
(a) = the Index value on the Segment Maturity Date
(b) = the Index value on the Segment Start Date
(f) = the Buffer]

[Index interest does not include the portion of returns generated by the underlying index that come from dividends. The elements used in calculating index interest for future index strategy segments are not guaranteed and may be changed at our discretion (subject to the guarantees stated above). Any changes may increase or decrease the index interest for future index strategy segments.]]


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IVUL-CD-2022 Page 3I [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[[1 yr. S&P 500® Step Rate Plus - 10% Buffer Index Strategy]

Type: [Annual Point-to-Point]
Index: [S&P 500® (which excludes dividends) *]
Transfer Date: [The 15th day of each calendar month following the contract date]

Guaranteed Minimum Participation Rate: [60%]
Guaranteed Minimum Buffer: [10%]
Guaranteed Minimum Step Rate: [1%]
Segment Start Date: [The date money is transferred into an index strategy] Segment Duration: [One year]
Segment Maturity Date: [One year from the Segment Start Date]

Index Interest: [On each Segment Maturity Date we will determine the Index Interest as the Index Strategy Segment Base times the Index Growth Rate.

If the Index value on the Segment Maturity Date is equal to or greater than the Index value on the Segment Start Date, then the Index Growth Rate equals: the greater of (h); and (a) divided by (b), minus 1, then times (c), where:
(a) = the Index value on the Segment Maturity Date
(b) = the Index value on the Segment Start Date
(c) = the Participation Rate
(h) = the Step Rate

If the Index value on the Segment Maturity Date is less than the Index value on the Segment Start Date, then the Index Growth Rate equals: (a) divided by (b), minus 1, then plus (f), but not greater than zero, where:
(a) = the Index value on the Segment Maturity Date
(b) = the Index value on the Segment Start Date
(f) = the Buffer]

[Index interest does not include the portion of returns generated by the underlying index that come from dividends. The elements used in calculating index interest for future index strategy segments are not guaranteed and may be changed at our discretion (subject to the guarantees stated above). Any changes may increase or decrease the index interest for future index strategy segments.]]


CONTRACT DATA CONTINUED ON NEXT PAGE






IVUL-CD-2022 Page 3J [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

CONTRACT DATA CONTINUED

[* The S&P 500® is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates (“SPDJI”), and has been licensed for use by Prudential for itself and affiliates including Pruco Life Insurance Company (“Pruco Life”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed by Pruco Life. It is not possible to invest directly in an index. Pruco Life’s products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes any representation or warranty, express or implied, to the owners of Pruco Life’s products or any member of the public regarding the advisability of investing in securities generally or in Pruco Life’s products particularly or the ability of the S&P 500® to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to Pruco Life with respect to the S&P 500® is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones Indices without regard to Pruco Life or Pruco Life’s products. S&P Dow Jones Indices has no obligation to take the needs of Pruco Life or the owners of Pruco Life’s products into consideration in determining, composing or calculating the S&P 500®. S&P Dow Jones Indices is responsible for and have not participated in the determination of the prices, and amount of Pruco Life’s products or the timing of the issuance or sale of Pruco Life’s products or in the determination or calculation of the equation by which Pruco Life’s products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of Pruco Life’s products. There is no assurance that investment products based on the S&P 500® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.
NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500® OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY PRUCO LIFE, OWNERS OF PRUCO LIFE’S PRODUCTS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND PRUCO LIFE OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.]



END OF CONTRACT DATA






IVUL-CD-2022 Page 3K [IVUL01 302]




PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S)

Table of Limited No-Lapse Guarantee Values

The amounts below are not cash amounts that you can realize by surrendering the contract, nor are they death benefits payable. They are amounts used solely to determine whether the contract is protected against default on a monthly date as described under Limited No-Lapse Guarantee.

These values are used to determine the limited no-lapse guarantee as described under Limited No-Lapse Guarantee. The values on contract anniversaries are shown below. On a date that falls between two anniversaries, the value will fall between the values for those anniversaries considering the time that has passed since the last anniversary.

The Limited No-Lapse Guarantee period is the first [5] contract years.

Contract
Anniversary
Limited
No-Lapse
Guarantee Value
Contract Date
[$0.00]
[1st]
[$2,061.49]
[2nd]
[$4,122.98]
[3rd]
[$6,184.47]
[4th]
[$8,245.96]
[5th]
[$10,307.45]


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IVUL-CD-2022 Page 4 [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

Table of Maximum Monthly Insurance Rates per $1,000 of Net Amount at Risk

Contract
Year
Maximum
Monthly Rate
Contract
Year
Maximum
Monthly Rate
[1][0.07666][34][0.94083]
[2][0.08833][35][1.04416]
[3][0.10000][36][1.16666]
[4][0.10916][37][1.31166]
[5][0.11583][38][1.48250]
[6][0.12166][39][1.67916]
[7][0.12916][40][1.90166]
[8][0.13750][41][2.14666]
[9][0.14583][42][2.41583]
[10][0.15083][43][2.71333]
[11][0.15583][44][3.04750]
[12][0.16166][45][3.43083]
[13][0.16750][46][3.87583]
[14][0.17500][47][4.38416]
[15][0.18333][48][4.96583]
[16][0.19416][49][5.64000]
[17][0.21000][50][6.42333]
[18][0.23000][51][7.33083]
[19][0.25083][52][8.37666]
[20][0.27250][53][9.56833]
[21][0.29333][54][10.88750]
[22][0.31250][55][12.30583]
[23][0.33250][56][13.79083]
[24][0.35416][57][15.29666]
[25][0.38083][58][16.79500]
[26][0.41416][59][18.24416]
[27][0.45833][60][19.57583]
[28][0.50916][61][20.96666]
[29][0.56750][62][22.58583]
[30][0.63083][63][24.32416]
[31][0.69916][64][26.18833]
[32][0.77166][65][28.14000]
[33][0.85166][66][30.07416]

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IVUL-CD-2022 Page 4A [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED


Contract
Year
Maximum
Monthly Rate
Contract
Year
Maximum
Monthly Rate
[67][31.92166][77][52.58000]
[68][33.75166][78][55.37750]
[69][35.53083][79][58.31750]
[70][37.22750][80][61.40583]
[71][38.80833][81][64.64833]
[72][40.52583][82][68.05000]
[73][42.69833][83][71.61666]
[74][44.98416][84][75.35083]
[75][47.38916][85][79.25666]
[76][49.91916][86][83.33333]

We may charge less than the maximum monthly rates. From time to time, we may change the rates we charge. We describe a number of the elements we use to determine such changes under General Provisions.

These values are determined as described in the Basis of Computation provision, using the Mortality Table and Interest Rate shown here:

Mortality Table: [Commissioners 2017 Standard Ordinary Mortality Table]

Effective Interest Rate: [1.00%]

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IVUL-CD-2022 Page 4B [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

[[Table of Maximum Monthly Insurance Rates per $1,000 of Net Amount at Risk for Rider to Provide Lapse Protection]

Contract
Year
Maximum
Monthly Rate
Contract
Year
Maximum
Monthly Rate
[1][0.00383][34][0.28225]
[2][0.00442][35][0.31325]
[3][0.00500][36][0.35000]
[4][0.00546][37][0.39350]
[5][0.00579][38][0.44475]
[6][0.00608][39][0.50375]
[7][0.00646][40][0.57050]
[8][0.00688][41][0.64400]
[9][0.00729][42][0.72475]
[10][0.00754][43][0.81400]
[11][0.00779][44][0.91425]
[12][0.00808][45][1.02925]
[13][0.00838][46][1.16275]
[14][0.00875][47][1.31525]
[15][0.00917][48][1.48975]
[16][0.00971][49][1.69200]
[17][0.01050][50][1.92700]
[18][0.01150][51][2.19925]
[19][0.01254][52][2.51300]
[20][0.01363][53][2.87050]
[21][0.01467][54][3.26625]
[22][0.01563][55][3.69175]
[23][0.01663][56][4.13725]
[24][0.01771][57][4.58900]
[25][0.01904][58][5.03850]
[26][0.02071][59][5.47325]
[27][0.02292][60][5.87275]
[28][0.02546][61][6.29000]
[29][0.02838][62][6.77575]
[30][0.03154][63][7.29725]
[31][0.20975][64][7.85650]
[32][0.23150][65][8.44200]
[33][0.25550][66][9.02225]
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IVUL-CD-2022 Page 4C [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

Contract
Year
Maximum
Monthly Rate
Contract
Year
Maximum
Monthly Rate
[67][15.96083][77][39.43500]
[68][16.87583][78][41.53313]
[69][17.76542][79][43.73813]
[70][18.61375][80][46.05437]
[71][19.40417][81][48.48625]
[72][20.26292][82][51.03750]
[73][21.34917][83][53.71250]
[74][22.49208][84][56.51312]
[75][23.69458][85][59.44250]
[76][24.95958][86][62.50000]

We may charge less than the maximum monthly rates. From time to time, we may change the rates we charge. We describe a number of the elements we use to determine such changes under General Provisions.]


TABLE(S) CONTINUED ON NEXT PAGE

IVUL-CD-2022 Page 4D [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

[[Table of Maximum Monthly Insurance Rates per $1,000 of Net Amount at Risk for Rider to Provide Acceleration of Death Benefit]

Contract
Year
Maximum
Monthly Rate
Contract
Year
Maximum
Monthly Rate
[1][0.00641][34][0.28162]
[2][0.00804][35][0.30952]
[3][0.01052][36][0.33375]
[4][0.01233][37][0.35864]
[5][0.01389][38][0.38486]
[6][0.01535][39][0.41249]
[7][0.01682][40][0.44215]
[8][0.01842][41][0.48326]
[9][0.02019][42][0.53366]
[10][0.02200][43][0.58947]
[11][0.02458][44][0.65094]
[12][0.02750][45][0.71766]
[13][0.03068][46][0.79991]
[14][0.03423][47][0.89353]
[15][0.03792][48][0.99053]
[16][0.04241][49][1.08751]
[17][0.04683][50][1.18449]
[18][0.05168][51][1.32560]
[19][0.05712][52][1.44237]
[20][0.06290][53][1.56793]
[21][0.06922][54][1.70134]
[22][0.07630][55][1.85750]
[23][0.08411][56][2.00220]
[24][0.09313][57][2.15133]
[25][0.10304][58][2.30489]
[26][0.11419][59][2.46289]
[27][0.12688][60][2.62534]
[28][0.14071][61][2.79225]
[29][0.15560][62][2.96354]
[30][0.23544][63][3.13929]
[31][0.21812][64][3.07650]
[32][0.23735][65][3.01498]
[33][0.25858][66][2.95468]
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IVUL-CD-2022 Page 4E [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

Contract
Year
Maximum
Monthly Rate
Contract
Year
Maximum
Monthly Rate
[67][2.89558][77][2.36590]
[68][2.83767][78][2.31858]
[69][2.78091][79][2.27222]
[70][2.72530][80][2.22676]
[71][2.67080][81][2.18223]
[72][2.61738][82][2.13859]
[73][2.56502][83][2.09582]
[74][2.51374][84][2.05391]
[75][2.46346][85][2.01282]
[76][2.41419][86][1.97257]

We may charge less than the maximum monthly rates. From time to time, we may change rates we charge. We describe a number of the elements we use to determine such changes under General Provisions.]


TABLE(S) CONTINUED ON NEXT PAGE


IVUL-CD-2022 Page 4F [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

[Table of Additional Amount Factors for Rider for Payment of an Additional Amount Upon Surrender]

[Contract YearFactor
1[0.8600]
2[0.6900]
3[0.5300]
4[0.3400]
5[0.1600]
6[0.0300]
7 and later[0.00000]]



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IVUL-CD-2022 Page 4G [IVUL01 302]


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED

Table of Attained Age Factors

These factors are used to determine your death benefit as described under Death Benefit Provisions.

These factors apply during each contract year.

Contract YearFactorsContract YearFactors
[1][2.48][31][1.47]
[2][2.44][32][1.44]
[3][2.39][33][1.42]
[4][2.35][34][1.40]
[5][2.31][35][1.38]
[6][2.27][36][1.36]
[7][2.23][37][1.34]
[8][2.19][38][1.32]
[9][2.15][39][1.30]
[10][2.11][40][1.28]
[11][2.07][41][1.26]
[12][2.04][42][1.25]
[13][2.00][43][1.23]
[14][1.96][44][1.22]
[15][1.93][45][1.20]
[16][1.90][46][1.19]
[17][1.86][47][1.17]
[18][1.83][48][1.16]
[19][1.80][49][1.15]
[20][1.77][50][1.14]
[21][1.74][51][1.13]
[22][1.71][52][1.12]
[23][1.68][53][1.11]
[24][1.65][54][1.10]
[25][1.62][55][1.09]
[26][1.59][56][1.08]
[27][1.57][57][1.08]
[28][1.54][58][1.07]
[29][1.52][59][1.07]
[30][1.49][60][1.06]
TA
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PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

TABLE(S) CONTINUED
BLE(S) CONTINUED ON NEXT PAGE
Contract YearFactorsContract YearFactors
[61][1.05][75][1.01]
[62][1.05][76][1.01]
[63][1.04][77][1.01]
[64][1.03][78][1.01]
[65][1.01][79][1.01]
[66][1.01][80][1.01]
[67][1.01][81][1.01]
[68][1.01][82][1.01]
[69][1.01][83][1.01]
[70][1.01][84][1.01]
[71][1.01][85][1.01]
[72][1.01][86][1.01]
[73][1.01][87][1.00]
[74][1.01]



END OF TABLE(S)



























IVUL-CD-2022 Page 4I [IVUL01 302]



DEFINITIONS

We, our, us, the Company and Pruco Life. - Pruco Life Insurance Company.

You and Your. - The owner(s) of the contract.

Insured. - The person named as the Insured on the first page. He or she need not be the owner.

SEC. - The Securities and Exchange Commission.

Issue Date. - The contract date shown on the first page.

Anniversary or Contract Anniversary. - The same day and month as the contract date in each later year.

Contract Year. - A year that starts on the contract date or on an anniversary.

Attained Age. - The Insured's attained age at any time is the issue age plus the number of completed years since the contract date. You will find the Insured's issue age near the top of page 3.

Monthly Date. - The contract date and the same day as the contract date in each later month.

Company Representative. - Pruco Life licensed producers and brokers authorized to sell Pruco Life products.

Index Strategy(ies) – Any of the index-linked allocation options shown in the contract data pages. We consider the Index Strategy(ies) variable investment options for the purpose of any rider attached to your policy.

THE CONTRACT

Entire Contract

This policy and any attached copy of a rider, endorsement and application, including an application requesting a change, form the entire contract. We assume that all statements in an application are made to the best of the knowledge and belief of the person(s) who make them; in the absence of fraud, they are deemed to be representations and not warranties. We rely on those statements when we issue the contract and when we change it. We will not use any statement, unless made in an application, to try to void the contract, to contest a change, or to deny a claim.

Contract Modifications

Only a Pruco Life officer with the rank or title of vice president, or above, may agree to modify this contract, and then only in writing.

Incontestability

Except for non-payment of enough premium to prevent your policy from lapsing (see Default), we will not contest this contract after it has been in force during the Insured's lifetime for two years from the issue date. We will not contest this contract for statements made in an application for reinstatement after the policy has been in force and the Insured has been alive for two years from the date of reinstatement.






IVUL-2022                    Page 5



OWNERSHIP
Unless a different owner is named in the application, the owner of the contract is the Insured. If a different owner is named, we will show that owner 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 at our Home Office, and unless a different future effective date is specified by you, it will take effect on the date you signed the request. Any rights created by your request will not apply to any payments we have made or actions we have taken before the request was received and recorded at our Home Office. If you request an effective date after the date we have received and recorded your request, any rights created by your request will not apply to any payments we have made or actions we have taken prior to your chosen effective date. If the owner is a joint owner, all rights under this contract will be equally shared. If there is a contingent owner, all rights under this policy will remain with the primary owner during the primary owner's lifetime.

While the Insured is living, the owner alone is entitled to any contract benefit and value, and to the exercise of any right and privilege granted by the contract or by us.

DEATH BENEFIT PROVISIONS

We will pay a benefit to the beneficiary at the Insured's death if this contract is in force at the time of that death; that is, if it has not been surrendered and it is not in default past the grace period.

If the contract is not in default, the amount we will pay will be the death benefit determined as of the date of the Insured's death reduced by any contract debt (described under Loans).

If the contract is in default, and the Insured's death occurs in the grace period (described under Default), we will pay the death benefit reduced by any contract debt and the amount needed to pay charges through the date of death.

Payments received after the Insured's date of death will be returned. Charges will not be deducted for any period after the Insured's date of death.

If the Insured's death occurs past the grace period, no death benefit is payable.

Death Benefit

This contract has a Type A or Type B death benefit. We show the type of death benefit that applies to this contract under Type of Death Benefit.

If this contract has a Type A death benefit, the death benefit on any date is equal to the greater of: (1) the basic insurance amount, and (2) the contract fund before deduction of any monthly charges due on that date, multiplied by the attained age factor that applies.

If this contract has a Type B death benefit, the death benefit on any date is equal to the greater of: (1) the basic insurance amount plus the contract fund before deduction of any monthly charges due on that date, and (2) the contract fund before deduction of any monthly charges due on that date, multiplied by the attained age factor that applies.

For the purpose of computing the death benefit, if the contract fund is less than zero, we will consider it to be zero. Your basic insurance amount and attained age factors are shown in the contract data pages.

Additional Death Benefits

This contract may provide additional benefits, which may be payable on an Insured's death. If it does, they will be listed on a contract data page, and a form describing the benefit will be included in this contract. Any such benefit will be payable only if the contract has not been surrendered and is not in default past the grace period at the time of the death.
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Method of Payment

You may choose to have any death benefit paid in a single sum or under one of the optional modes of settlement shown in the Settlement Options provision.

Suicide Exclusion

If the Insured, whether sane or insane, dies by suicide within two years from the issue date, this contract will end without any death benefit paid, and we will return the premiums paid, less any contract debt, and less any withdrawals.

If the Insured, whether sane or insane, dies by suicide within two years from the effective date of this policy's reinstatement, this contract will end without any death benefit paid and we will return the reinstatement charge and any premiums paid after the reinstatement date, less any contract debt, and less any withdrawals.

Interest on Death Benefit

Any death benefit described above that is requested as a single sum will be credited with interest. The amount will be the greater of: (1) interest calculated in accordance with applicable laws, and (2) interest calculated from the date of death at a rate declared by Pruco Life Insurance Company.

DECREASE IN BASIC INSURANCE AMOUNT

You may decrease the basic insurance amount, subject to our approval and all these conditions and the paragraphs that follow:

1. You must ask for the decrease in a form that meets our needs.

2. The amount of the decrease must be at least equal to the minimum decrease in basic insurance amount shown under Contract Limitations in the contract data pages.

3. The basic insurance amount after a decrease must be at least equal to the minimum basic insurance amount shown under Contract Limitations in the contract data pages.

4.    If we ask you to do so, you must send us the contract to be endorsed.

5.    The contract must not be in default.

6.    You may not decrease the basic insurance amount if any surrender charge on the decrease exceeds the amount in your contract fund less the administrative charge (shown under Adjustments to the Contract Fund) for the decrease.

We may decline the decrease if we determine it would cause the contract to fail to qualify as life insurance under the applicable tax law. A decrease will take effect only if we approve your request for it at our Home Office and will take effect on the date we approve it. If we approve the decrease, we will recompute the contract's charges and values in the appropriate tables. A decrease in the basic insurance amount may also affect the amount of any extra benefits this contract might have. We will send you new contract data pages showing the amount and effective date of the decrease and the recomputed charges and values. If the Insured is not living on the effective date, the decrease will not take effect. We may deduct the administrative charge (shown under Adjustments to the Contract Fund) for the decrease.

Surrender Charge on Decreases

We will reduce the basic insurance amount by the amount of the decrease. To determine the surrender charge associated with the decrease, we multiply the surrender charge (see Schedule of Maximum Surrender Charges) by the amount of the decrease, and divide by the basic insurance amount before the decrease.

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COST OF INSURANCE

On each monthly date, we will deduct a charge for the cost of insurance from the contract fund. To determine the maximum charge for the cost of insurance, we use the following method:

We determine the maximum cost of insurance rate for the basic insurance amount shown in the contract data pages using the maximum monthly rate shown under the Table of Maximum Monthly Insurance Rates. We then multiply the rate by the net amount at risk (see Contract Fund) divided by $1,000 to compute the maximum charge for the cost of insurance. For the purpose of computing the net amount at risk, if the contract fund is less than zero, we will consider it to be zero.
CHANGING THE TYPE OF DEATH BENEFIT

This contract has a Type A or Type B death benefit (see Death Benefit). Subject to our approval, you may change the type of death benefit. We will adjust the basic insurance amount so that the death benefit immediately after the change will remain the same as the death benefit immediately before the change.

If the change in the type of death benefit results in a reduction in the basic insurance amount, the basic insurance amount after the decrease must be at least equal to the minimum basic insurance amount, which we show under Contract Limitations in the contract data pages. We may deduct from the contract fund the administrative charge shown for decreases in the basic insurance amount under Adjustments to the Contract Fund. We may deduct from the contract fund a surrender charge for a reduction in the basic insurance amount as described in the Decrease in Basic Insurance Amount provision.

Type A to B

If you are changing from a Type A to a Type B death benefit, we will reduce the basic insurance amount by the contract fund on the date the change takes effect.

Type B to A

If you are changing from a Type B to a Type A death benefit, we will increase the basic insurance amount by the contract fund on the date the change takes effect.

A change in the type of death benefit will take effect only if we approve your request at our Home Office. If we approve the change, we will recompute the contract's charges, values and limitations shown in the contract data pages. The change will take effect on the monthly date that coincides with or next follows the date we approve your request. We will send you new contract data pages showing the amount and effective date of the change in basic insurance amount and the recomputed charges, values and limitations.

Your request for a change must be in a form that meets our needs. We may require you to send us this contract before we make the change.

BENEFICIARY

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, and the contract if we ask for it, we will file and record the change at our Home Office and, unless a different future effective date is specified by you, it will take effect on the date you signed the request. Any rights created by your request will not apply to any payment(s) we have made or actions we have taken before your request was received and recorded. If you request an effective date after the date we have received and recorded your request, any rights created by your request will not apply to any payments we have made or actions we have taken prior to your chosen effective date. Any beneficiary's interest is subject to the rights of any assignee we know of.
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When a beneficiary is designated, any relationship shown is to the Insured, unless otherwise stated. To show priority, we may use numbered classes, so that the class with first priority is called class 1, the class with next priority is called class 2, and so on. When we use numbered classes, these statements apply to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Before we make a payment, we have the right to decide what proof we need of the identity, age, or other facts about any persons designated as beneficiaries. If beneficiaries are not designated by name and we make payment(s) based on that proof, we will not have to make the payment(s) again.

PREMIUM PAYMENT

Payment of Premiums

The minimum initial premium shown in the contract data pages is due on or before the contract date. There is no insurance under this contract until that premium is paid. We may require an additional premium if adjustments to premium payments plus any contract fund charges due on or before the payment date exceed the minimum initial premium.

Subject to the limitations below, additional premiums may be paid at any time during the Insured's lifetime up to attained age 121 as long as the contract is not in default beyond the grace period. A premium may be paid at our Home Office or to any of our authorized representatives. We will give a signed receipt upon request. The minimum premium we will accept is shown on a contract data page. We have the right to refuse to accept a premium payment that would in our opinion cause this contract to fail to qualify as life insurance under applicable tax law.

We will refund the excess of any premium payment made over the maximum amount that could be paid without disqualifying the policy as life insurance under Section 7702 of the Internal Revenue Code. However, the premium shall not be refunded if it is necessary to continue insurance coverage. We also have the right to refuse to accept any payment that increases the death benefit by more than it increases the contract fund.

While a loan exists, we will treat the amounts you pay as premiums unless you submit to us a written request that they be treated as loan repayments.

Net Premium Amount

The net premium amount is the portion of each premium you pay that we add to the contract fund. It is equal to the premium paid minus the adjustments to premium payments shown on a contract data page.

Crediting the Initial Premium Payment

If we receive the first premium payment on or before the contract date, we will credit the net premium amount to the contract fund on the contract date. If we receive the first premium payment after the contract date, we will credit the net premium amount to the contract fund on the date we receive your payment.

Allocations

We will allocate 100% of any net premium into the Money Market Investment Option until the tenth day after you receive this contract. At the end of that day we will re-allocate the amount in the Money Market Investment Option in accordance
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with the Payment Allocation Instructions shown in the contract data pages or your most current Payment Allocation Instructions on file with us.

You may allocate all or a part of your net premium amount to one or more of the variable investment options, the index strategy(ies), and the fixed rate option listed in the contract data pages, subject to the provisions of any rider attached to your policy. You may choose to allocate nothing to a particular variable investment, index strategy, or fixed rate option. You may not choose a fractional percentage.

The Payment Allocation Instructions are shown on a contract data page. You may change the allocation for future net premium amounts at any time if the contract is not in default, and subject to the provisions of any rider attached to your policy. To change your allocation, simply notify us in a form that meets our needs. The change will take effect on the date we receive your notice; we will send you a confirmation of the transaction.
CONTRACT FUND

When you make your first premium payment, the net premium amount, less any charges due on or before that day, becomes your contract fund. Amounts are added to and subtracted from the contract fund as shown under Adjustments to the Contract Fund in the contract data pages. The contract fund is used to pay charges under this contract and will determine, in part, whether this contract will remain in force or go into default. The contract fund is also used to determine your loan and surrender values, the amount you may withdraw, and the death benefit.

Cash Value

The cash value at any time is the contract fund less any surrender charge. We show the maximum surrender charge in the Schedule of Maximum Surrender Charges.

Net Cash Value

The net cash value at any time is the cash value less any contract debt. If the contract is in default, the net cash value is zero.

Net Amount at Risk

The net amount at risk is used to determine the cost of insurance as described under Adjustments to the Contract Fund. It is equal to the death benefit (see Death Benefit), discounted for one month of interest, minus the contract fund. For the purpose of computing the net amount at risk, if the contract fund is less than zero we will consider it to be zero.

The annual effective interest rate used to calculate the one month of interest discounting is described in the Basis of Computation provision.

Valuation of Variable Investment Options

Amounts allocated to a variable investment option are converted to a number of units. The number of units added to each variable investment option is determined by dividing the amount allocated to each variable investment option by the dollar value of one unit for such variable investment option.

Amounts taken from each variable investment option decrease the number of units in each variable investment option. The number of units subtracted from each variable investment option is determined by dividing the amount taken from the variable investment option by the dollar value of one unit for such variable investment option.

The unit value for each variable investment option will vary to reflect the investment experience of the applicable fund and will be determined on each valuation day by multiplying the unit value of the particular variable investment option on the preceding valuation day by a net investment factor for that variable investment option for the valuation period then ended. The valuation day is any date on which the New York Stock Exchange is open for trading and the variable investment option is valued. The valuation period is the period of time from the close of the immediately preceding valuation day to the close of the current valuation day.

The net investment factor for each of the variable investment options is equal to:
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1. the net asset value per share of the corresponding fund at the end of the valuation period (plus the per share amount of any dividend or capital gain distributions paid by that fund in the valuation period then ended); divided by

2. the net asset value per share of the corresponding fund determined as of the end of the immediately preceding valuation period; minus

3. the daily portion of the mortality and expense risk charge shown in the contract data pages assessed during the valuation period. The net investment factor may be greater or less than one. Therefore, the value of a unit may increase or decrease.

If the New York Stock Exchange is closed (except for holidays or weekends) or trading is restricted due to an existing emergency as defined by the Securities and Exchange Commission so that we cannot value the variable investment options, we may postpone all transactions which require valuation of the variable investment option until valuation is possible.

Valuation of Index Strategies With a Buffer

Amounts transferred to an index strategy are held in an index strategy segment (see Index Strategy Segments).

For the index strategy(ies) with a buffer, the value of each index strategy segment on the segment start date is equal to the index strategy segment base (see Index Strategy Segment Base).

We will use an interim value to determine the fair market value of each index strategy segment on any valuation day other than the segment start date and the segment maturity date.

The interim value for each index strategy segment is equal to the sum of (1) and (2), where:

(1)Is equal to (a) the index strategy segment base on the valuation day the interim value is calculated, reduced by (b) the fair value of the replicating portfolio of options on the segment start date, with straight line amortization to the segment maturity date;
(2)Is the fair value of the replicating portfolio of options on the valuation day the interim value is calculated.

The valuation day is every day the New York Stock Exchange is open for trading or any other day that the Securities and Exchange Commission requires portfolios or unit investment trusts to be valued, and any applicable index value is published.

The fair value of the replicating portfolio of options is designated by us and is used to estimate the market value of the possibility of gain or loss on the segment maturity date. The value may be positive or negative.

Valuation of Index Strategies Without a Buffer

Amounts transferred to an index strategy are held in an index strategy segment (see Index Strategy Segments).

For the index strategy(ies) without a buffer, the value of each index strategy segment prior to the segment maturity date is equal to the index strategy segment base (see Index Strategy Segment Base).

DEFAULT

Excess Contract Debt Default

If your policy has an outstanding loan, and if contract debt ever grows to be equal to or more than the cash value, the contract will have excess contract debt and will be in default.


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Cash Value Default

On each monthly date, we will determine the cash value. If the cash value is greater than zero and the contract has no excess contract debt, the contract will remain in force until the next monthly date. If the cash value is zero or less, the contract is in default, unless it remains in force under a no-lapse guarantee.

Notice of Default

If the contract is in default, we will mail you a notice stating the amount we will need to keep the contract in force. That amount will equal a premium which we estimate will keep the contract in force for three months from the date of default. We grant a 61-day grace period from the date we mail the initial notice to pay this amount. The contract will remain in force during this period. If that amount is not paid to us or postmarked by the end of the 61-day grace period, the contract will end and have no value. At least 30 days prior to termination of coverage, we will send another notice to your last known address reiterating the amount you must pay to bring the policy out of default. We will also send a notice to any assignee of record at least 30 days prior to termination of coverage.
LIMITED NO-LAPSE GUARANTEE

On each monthly date during the Limited No-Lapse Guarantee period shown under the Table of Limited No-Lapse Guarantee Values, and while the contract is in force, we will:

1. Accumulate premium payments;

2. Accumulate any withdrawal amounts; and

3. If the contract was previously reinstated (see Reinstatement), determine the amount of any loan at the time of default.

We then subtract amounts 2 and 3 from amount 1 and compare the result to the values shown in or derived from the Table of Limited No-Lapse Guarantee Values for such monthly date. If the result is equal to or greater than the appropriate value and the contract has no excess contract debt, the contract will remain in force until the next monthly date. If the result is less than the appropriate value and any of the events described under Default have occurred, the contract is in default as described under Default.

The Limited No-Lapse Guarantee will not prevent the contract from being in default for excess contract debt.

The Table of Limited No-Lapse Guarantee Values shows such values on contract anniversaries. On a date that falls between two anniversaries, the value will fall between the values for those anniversaries considering the time that has passed since the last anniversary.

The policy's cash value at the end of the Limited No-Lapse Guarantee period may be insufficient to keep the policy in force unless an additional premium payment is made at that time (see Default).

REINSTATEMENT

If this contract ends without value, as described under Default, you may reinstate it. The following conditions must be satisfied:

1.    The contract must not have been in default for more than 5 years.

2.    You must prove to us that the Insured is insurable for the contract at the same rating class that applied at the expiration of the grace period.

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3.    You must pay us a premium that we estimate will be sufficient, after deduction of the charges shown under Adjustments to the Premium, to cover: (a) an amount, if any, required to bring the net cash value to zero when the grace period expired, plus (b) the deductions from the contract fund for three monthly dates starting on the date of reinstatement. Required payment amounts will reflect any charges due and unpaid from the period during which the policy was supported by a no-lapse guarantee in addition to charges due and unpaid during the grace period.

4.    Accrued loan interest due when the grace period expired, if any, must also be paid. Any remaining contract debt will be canceled and will not be reinstated.

The date of reinstatement will be the date we approve your request. Upon approval, we will deduct all required charges from your payment and put the balance in your contract fund. We will also credit the contract fund with a refund of that part of any surrender charge deducted at the expiration of the grace period which would have been charged if the contract were surrendered immediately after reinstatement. Following reinstatement, all policy charges resume based upon the current contract year and attained age of the Insured.
SEPARATE ACCOUNT

The words "separate account," when we use them in this contract without qualification, mean any separate account we establish to support variable life insurance contracts like this one. We list the separate account(s) available to you in the contract data pages. We may establish additional separate accounts. The process for obtaining consent is on file, where required, with the insurance regulator where this contract is delivered. We will notify you within one year if we do so.

A separate account may offer one or more variable investment options; or one or more index strategies. We list them in the contract data pages. When permitted by law and subject to any required notice to you and approval by regulatory authorities or contract owners, we have the right to make the following changes: establish additional variable investment options; substitute, merge or eliminate existing variable investment options; restrict premium payments or transfers into any variable investment option; close existing variable investment options to new investments; establish additional index strategies; eliminate existing index strategies; restrict premium payments or transfers into any index strategy; and close existing index strategies to new investments.

Income and realized and unrealized gains and losses from assets in each variable investment option and/or each index strategy are credited to, or charged against, that variable investment option and/or that index strategy. This is without regard to income, gains, and/or losses in other variable investment options and index strategies.

Investments for Variable Investment Options

We may invest the assets of different variable investment option separate accounts in different ways. But we will do so only with the consent of the SEC and, where required, of the insurance regulator of our state of domicile and/or where this contract is delivered. The process for obtaining consent is on file, where required, with the insurance regulator of our state of domicile and/or where this contract is delivered.

The portion of assets of the variable investment option separate account equal to the reserves and other contract liabilities with respect to the account shall not be charged with liabilities arising out of any other business we may conduct. The assets of the variable investment option separate account shall be available to cover the liabilities of the general account only to the extent that the assets exceed the liabilities of the variable investment option separate account arising under the variable life insurance policies supported by the variable investment option separate account.

We will determine the value of the assets in each variable investment option separate account registered with the SEC under the Investment Company Act of 1940 and any variable investment option on each day the New York Stock Exchange is open for business (see Valuation of Variable Investment Options).

Investments for Index Strategies

Assets supporting the index strategies are held in a non-insulated and non-unitized separate account established under Arizona law. These assets are subject to the claims of the creditors of Pruco Life Insurance Company and the benefits provided under the index strategies are subject to the claims paying ability of Pruco Life Insurance Company. You do not have any interest in or claim on the assets in the index strategies separate account. In addition, amounts allocated to
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the index strategies do not participate in the performance of the assets held in the index strategies separate account. We are not obligated to invest according to specific guidelines or strategies except as may be required by Arizona and other state insurance laws.

FIXED RATE OPTION

We list the fixed rate option available to you in the contract data pages. Amounts in the fixed rate option are credited with guaranteed interest as described in the contract data pages. We may also credit excess interest. Any excess interest credited is nonforfeitable after crediting except indirectly due to surrender charges.
INDEX STRATEGIES

Fixed Holding Accounts

Net premiums allocated to the index strategy(ies), or funds requested to be transferred to the index strategy(ies), will be temporarily deposited into a designated fixed holding account for each index strategy on the effective date of the payment or requested transfer, prior to being transferred to such new index strategy segment. Other transactions that may result in funds being deposited into a fixed holding account are loan repayments, interest credits accrued on outstanding loans and reinstatement payments. Additionally, any portion of a maturing index strategy segment allocated to the index strategy(ies) will also be deposited into a fixed holding account on the applicable segment maturity date.

Amounts in the fixed holding account(s) are credited with guaranteed interest as described in the contract data pages. We may also credit excess interest.

Premiums may not be allocated to a fixed holding account, as they are only intended to hold funds temporarily that are being allocated, or requested to be transferred, to the index strategy(ies). Transfers out of a fixed holding account (with the exception of automatic monthly transfers to the index strategy(ies)) may be made only with our consent unless required by any rider attached to your policy. Funds may be deducted from a fixed holding account to pay monthly charges, withdrawals or loans.

Index Strategies

Amounts in the index strategy(ies) may have interest applied as described in the contract data pages. When an index strategy segment matures, index interest may be applied to the index strategy segment using index values as described below. The value of an index strategy equals the sum of the values in each of that index strategy's segments applicable to your contract.

We list the index strategy(ies) available to you in the contract data pages. We may add additional index strategies. If an index strategy is added, we will notify you.

Index

The index for each index strategy is shown in the contract data pages.

Index Value

The index value on any date is the published value of the index, excluding any dividends that may be paid by the firms that comprise the index, as of the close of business on that date. If there is no published closing value for the index on a segment start date or a segment maturity date, we will use the most recently published closing value for the index.

Transfer Dates

Transfer dates are described in your contract data pages. Index strategy segments may be created only on transfer dates. No transfers may be made out of an index strategy segment prior to the index strategy segment maturity date unless required by any rider attached to your policy.
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Transfers to an Index Strategy

On each transfer date, the amount transferred into a new index strategy segment will be determined as the sum of: A) the current value in the fixed holding account for that strategy (including any interest earned) plus B) the designated transfer amount (see Designated Transfers for additional details). However, we reserve the right to retain funds in a fixed holding account that were deposited fewer than two business days prior to a transfer date, until the following transfer date. We also reserve the right to delay the election of, or changes to, any designated transfer or maturing segment allocation instructions that are received later than two business days prior to a transfer date, until the following transfer date.

Transfers from an Index Strategy

Other than maturing index strategy segments, transfers out of an index strategy will not be permitted unless required by any rider attached to your policy (see Index Strategy Segments).

Index Strategy Segments

Each time a transfer is made from a fixed holding account to an index strategy a new index strategy segment is created. The segment start date is the transfer date on which the transfer from the fixed holding account is made. The transfer date, segment start date, segment duration, and segment maturity dates are shown in the contract data pages for each index strategy.

On the segment maturity date, index interest is applied as described in the contract data pages. The final value at segment maturity after index interest is applied is then transferred in accordance with your maturing segment allocation instructions on that same day. You can submit separate maturing segment allocation instructions that will direct the proceeds of a maturing segment into the fixed rate option and/or any index strategy(ies), subject to the provisions of any rider attached to your policy. Allocation to the variable investment options may be made only with our consent. Unless maturing segment allocation instructions are provided within the required timeframe (see Transfers to an Index Strategy), maturing index strategy segment values will be allocated to a new segment in the same index strategy. If this policy lapses or terminates before the index strategy segment maturity date, no index interest will be applied.

Index Strategy Segment Base

The index strategy segment base is used in determining the value of an index strategy segment prior to the segment maturity date and the index interest on the segment maturity date.

For the index strategy(ies) without a buffer, the index strategy segment base is the initial amount transferred to the segment on the segment start date, less amounts withdrawn and/or deducted (including loans).

For the index strategy(ies) with a buffer, the index strategy segment base is the initial amount transferred to the segment on the segment start date, less amounts withdrawn and/or deducted (including loans) in the same proportion that the amounts reduced the interim value for that segment.

If the index strategy segment base is less than zero, we will consider it to be zero.

Participation Rate

The participation rate is used in determining index interest for each index strategy segment. The guaranteed minimum participation rate for the index strategy is shown in your contract data pages. We will determine the participation rate for each segment in advance. Once an index strategy segment is created, its participation rate will not change. The participation rate applicable for any future index strategy segment may change at our discretion. The participation rate for each segment will not be lower than the guaranteed minimum participation rate for the index strategy.

Index Growth Floor

The index growth floor (if applicable) is used in determining index interest for each index strategy segment. The guaranteed minimum index growth floor for the index strategy is shown in your contract data pages. We will determine the index growth floor for each segment in advance. Once an index strategy segment is created, its index growth floor will not change. The index growth floor applicable for any future index strategy segment may change at our discretion.
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The index growth floor for each segment will not be lower than the guaranteed minimum index growth floor for the index strategy.

Index Growth Cap

The index growth cap (if applicable) is used in determining index interest for each index strategy segment. The guaranteed minimum index growth cap for the index strategy is shown in your contract data pages. We will determine the index growth cap for each segment in advance. Once an index strategy segment is created, its index growth cap will not change. The index growth cap applicable for any future index strategy segment may change at our discretion. The index growth cap for each segment will not be lower than the guaranteed minimum index growth cap for the index strategy.

Buffer

The buffer (if applicable) is used in determining index interest for each index strategy segment. The guaranteed minimum buffer for the index strategy is shown in your contract data pages. We will determine the buffer for each segment in advance. Once an index strategy segment is created, its buffer will not change. The buffer applicable for any future index strategy segment may change at our discretion. The buffer for each segment will not be lower than the guaranteed minimum buffer for the index strategy.

Step Rate

The step rate (if applicable) is used in determining index interest for each index strategy segment. The guaranteed minimum step rate for the index strategy is shown in your contract data pages. We will determine the step rate for each segment in advance. Once an index strategy segment is created, its step rate will not change. The step rate applicable for any future index strategy segment may change at our discretion. The step rate for each segment will not be lower than the guaranteed minimum step rate for the index strategy.

Index Interest

Index interest may be applied on each segment maturity date using the index strategy segment base, the index value on the segment maturity date, the index value on the segment start date, the participation rate, the index growth floor, the index growth cap, the buffer, and the step rate. The method we use to compute interest is shown in the contract data pages for each index strategy. Index interest can be positive or negative.

Discontinuation of or Substantial Change to an Index

If the index described in the contract data pages is no longer available or if the index calculation is substantially changed, we reserve the right to substitute a replacement index subject to our discretion and any required regulatory approvals. If an index is replaced, we will notify you and any assignee of record of the substitution.

Closure or Replacement of an Index Strategy

At least one index strategy will always be available on your policy, but we reserve the right to close an index strategy at any time. If this happens, no new transfers to that index strategy will be allowed and amounts expiring on segment maturity dates will be moved by us to the fixed rate option, unless you submit separate maturing segment allocation instructions, until no value remains in that index strategy. If an index strategy is withdrawn, replaced or closed, we will notify you and any assignee of record.

TRANSFERS

You have the right to transfer amounts out of any variable investment option and into any other variable investment option(s), the fixed rate option, and/or any index strategy(ies) at any time if the contract is not in default, and subject to the provisions of any rider attached to your policy.

You have the right to transfer amounts out of the fixed rate option and into any index strategy(ies) at any time if the contract is not in default, and subject to the provisions of any rider attached to your policy.

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You may make up to twelve transfers in each contract year without charge. Additional transfers may be made during each contract year, but only with our consent. We may charge for additional transfers as we state under Adjustments to the Contract Fund. Transfers out of the fixed rate option and into the variable investment options may be made only with our consent.

We may restrict the number, timing and amount of transfers in accordance with our rules if your transfer activity is determined by us to be disruptive to the variable investment option or to the disadvantage of other contract owners. We may prohibit transfer requests made by an individual acting under a power of attorney on behalf of more than one contract owner.

To make a transfer, you must ask us in a form that meets our needs. Unless otherwise restricted, the transfer will take effect on the date we receive your notice at our Home Office.

Designated Transfers

You may elect to designate a specific dollar amount as a monthly designated transfer from the fixed rate option to any of the index strategies, subject to the provisions of any rider attached to your policy. If on a transfer date, at the time of transfer, the value of the fixed rate option is less than the designated amount, the full value of the fixed rate option will be transferred in proportion to the designated transfer allocation instructions.

You may elect to add, change or discontinue the designated transfer allocation instructions at any time. We reserve the right to delay the election of, or changes to, any designated transfer allocation instructions that are received later than two business days prior to a transfer date, until the following transfer date. If new designated transfer allocation instructions are received while existing instructions are in place, the new instructions will cancel and replace the existing instructions.

The designated transfers will terminate at the earliest of the following:

1.    the designated transfer allocation instructions are canceled by the owner;

2.    a number of months has elapsed equal to the number of transfers specified by the owner in their current designated transfer instructions;

3.    on a future date requested by the owner; and

4. when required by any rider attached to your policy.

Transfer Restriction Period

We reserve the right to initiate a transfer restriction period whenever a loan causes a reduction in value of an index strategy segment or there is a required transfer from an index strategy segment to the fixed rate option before the maturity date, subject to the provisions of any rider attached to your policy. The transfer restriction period is a 12-month period when no portion of premiums may be allocated to an index strategy. No transfers will be permitted into an index strategy, and designated transfers will be canceled. This period begins on the date any portion of a loan causes a reduction in the value of an index strategy segment, except to the extent such reduction is solely due to unpaid interest on the applicable loan; or the date there is a required transfer from an index strategy to the fixed rate option before the maturity date, subject to the provisions of any rider attached to your policy. When the transfer restriction period ends, you will again be permitted to allocate premiums to, and transfer funds into an index strategy, and you may provide new designated transfer instructions.

SURRENDER

You may surrender this contract for its net cash value (see Contract Fund). To do so, you must ask us in a form that meets our needs. We may require you to send us the contract.

We will usually pay any net cash value within seven days after we receive your request and the contract (if we require it) at our Home Office. But we have the right to postpone paying you the part of the net cash value that is to come from any index strategy and/or any variable investment option provided by a separate account if: (1) the New York Stock
IVUL-2022                    Page 17


Exchange is closed; (2) the SEC requires that trading be restricted or declares an emergency; or (3) the applicable index value is not published. We have the right to postpone paying you the remaining net cash value that is to come from the fixed rate option and/or the fixed holding account(s) for up to six months. If we postpone payment, we will credit any required interest at a rate not less than required by applicable laws.

Any net cash value available under the contract at any time other than on a contract anniversary will be calculated with allowance for lapse of time from the last preceding contract anniversary.

WITHDRAWALS

You may make withdrawals from the contract subject to all these conditions and the paragraph that follows:

1.    You must ask for the withdrawal in a form that meets our needs.

2.    The contract fund less any surrender charge and less any contract debt after withdrawal may not be less than or equal to zero after deducting (a) any charges associated with the withdrawal and (b) an amount that we estimate will be sufficient to cover the contract fund deductions for two monthly dates following the date of withdrawal.

3.    You may not withdraw less than the minimum amount shown under Contract Limitations.

4.    The basic insurance amount after withdrawals must be at least equal to the minimum basic insurance amount shown under Contract Limitations.

Any amount withdrawn may not be repaid except as a premium subject to charges.

Effect on Contract Fund

On the date we approve your request, we will reduce your contract fund by the withdrawal amount and the charges listed under Adjustments to the Contract Fund. Unless you request otherwise and we agree, we will take any withdrawal: First, proportionately from the fixed rate and variable investment options; then proportionally from the fixed holding account(s); and then from the index strategy segments starting with the most recent. For multiple index strategy segments created on the same date, amounts will be taken from these index strategy segments in proportion to the value of these segments.

We may charge an administrative fee as stated under Adjustments to the Contract Fund.

Effect on Basic Insurance Amount

If you have a Type B death benefit, withdrawals will not affect the basic insurance amount.

If you have a Type A death benefit and the withdrawal would cause the net amount at risk (see Contract Fund) to increase, we will reduce the basic insurance amount and, consequently, your death benefit to offset this increase. The reduction in the basic insurance amount will never be more than the withdrawal amount. If we reduce the basic insurance amount, we will recompute the contract's charges, values and limitations. We will send you new contract data pages showing these changes. We may also deduct a surrender charge from the contract fund as described in the Decrease in Basic Insurance Amount provision.

We will usually pay any withdrawal amount within seven days after we receive your request at our Home Office, but we have the right to postpone paying you the part of the withdrawal amount that is to come from any index strategy and/or any variable investment option provided by a separate account if: (1) the New York Stock Exchange is closed; (2) the SEC requires that trading be restricted or declares an emergency; or (3) the applicable index value is not published. We have the right to postpone paying you the remaining withdrawal amount that is to come from the fixed rate option and/or the fixed holding account(s) for up to six months. If we postpone payment, we will credit any required interest at a rate not less than required by applicable laws.


IVUL-2022                    Page 18



LOANS

Subject to the requirements of this provision, you may at any time borrow any amount up to the current loan value less any existing contract debt.

Loan Value

If the contract is not in default, the loan value at any time is equal to the sum of (a) 99% of the cash value attributable to the variable investment options, (b) 99% of the cash value attributable to the index strategy(ies), and (c) the balance of the cash value.

If the contract is in default, it has no loan value.

Contract Debt

Contract debt at any time means the loan on the contract at that time, plus the interest we have charged that is not yet due and that we have not yet added to the loan.

Loan Requirements

For us to approve a loan, the following requirements must be met: you must assign this contract to us as sole security for the loan, the Insured must be living, and the resulting contract debt must not be more than the loan value.

If there is already contract debt when you borrow from us, we will add the new amount you borrow to that debt.

Interest Charge

We will charge interest daily on any loan. Interest is due on each contract anniversary, or when the loan is paid back, whichever comes first. If interest is not paid when due, we will increase the loan amount by any unpaid interest. Except as stated below, we charge interest at an effective annual rate shown under Loan Interest Rate in the contract data pages.

Preferred Loans

On and after the 10th contract anniversary, all new and existing loans will be considered to be Preferred Loans. Preferred Loans are charged interest at an effective annual rate shown under Preferred Loan Interest Rate in the contract data pages.

Effect on Contract Fund

When you take a loan, the amount of the loan continues to be a part of the contract fund and is credited with interest as described in the contract data pages.

We will reduce the portion of the contract fund allocated to the variable investment options, the index strategy(ies), and the fixed rate option by the amount you borrow, and by loan interest that becomes part of the loan if it is not paid when due.

We will take any loan as follows: First, proportionately from the fixed rate and variable investment options based on the loanable value in each option; then proportionally from the fixed holding account(s); and then from the index strategy segments starting with the most recent. For multiple index strategy segments created on the same date, amounts will be taken from these index strategy segments in proportion to the value of these segments. When a loan causes a reduction in the value of an index strategy segment, we reserve the right to initiate a transfer restriction period (see Transfer Restriction Period). A deduction from an index strategy segment due solely to an increase in the loan amount as a result of unpaid interest added to the outstanding loan will not trigger the start of a transfer restriction period.

IVUL-2022                    Page 19


On each monthly date, if there is a contract loan outstanding at any time during the previous month, we will increase the portion of the contract fund in the variable investment options, the index strategy(ies), and the fixed rate option by interest credits accrued on the loan since the last monthly date. When you repay all or part of a loan, we will increase the portion of the contract fund in the variable investment options, the index strategy(ies), and the fixed rate option by the amount of that repayment. To do this, we will use your payment allocation instructions on file as of the loan payment date. We will also decrease the portion of the contract fund on which we credit the guaranteed interest rate as described in the contract data pages by the amount of loan you repay.

We will not increase the portion of the contract fund allocated to the variable investment options, the index strategy(ies), and the fixed rate option by loan interest that is paid before we make it part of the loan.

We reserve the right to change the manner in which we allocate loan repayments. If we make such a change, we will do so for all contracts like this one. We will send you notice of any change. If a loan results in a transfer out of the fixed rate option, we reserve the right to apply loan repayments to that same fixed rate option when the loan is repaid.

We will usually pay any loan amount within seven days after we receive your request at our Home Office. But we have the right to postpone paying you the part of the loan amount that is to come from any index strategy and/or any variable investment option provided by a separate account if: (1) the New York Stock Exchange is closed; (2) the SEC requires that trading be restricted or declares an emergency; or (3) the applicable index value is not published. We have the right to postpone paying you the remaining loan amount that is to come from the fixed rate option and/or the fixed holding account(s) for up to six months, except for any loan made to pay premiums due on any contracts you have with us. If we postpone payment, we will credit any required interest at a rate not less than required by applicable laws.

GENERAL PROVISIONS

Annual Report

Once each contract year we will send you, without charge, a report. It will show: the current death benefit; the amount of the contract fund, if any, in each variable investment, each index strategy, the fixed rate option, and each fixed holding account at the beginning and at the end of the current report period; the net cash value; any contract debt and the interest rate we are charging; premiums paid, interest credited, index interest, investment results, interim value, charges deducted, and withdrawals taken since the last report. The report will include the beginning and end dates of the current report and may also show any other data that may be required where this contract is delivered. The annual report will indicate if the projected contract fund (assuming guaranteed interest and charges) will not be sufficient to maintain insurance in force until the end of the next reporting period unless further premium payments are made. You may also request an illustrative report once each contract year at no cost. We may charge a fee of up to the amount shown in the contract data pages for providing additional illustrative reports.

Payment of Death Claim

If we settle this contract in one sum as a death claim we will usually pay the proceeds within seven days after we receive at our Home Office proof of the Insured's death and any other information we need to pay the claim. But we have the right to postpone paying the part of the proceeds that is to come from any index strategy and/or any variable investment option if: (1) the New York Stock Exchange is closed; (2) the SEC requires that trading be restricted or declares an emergency; or (3) the applicable index value is not published.

Currency

Any money we pay, or that is paid to us, must be in United States currency. Any amount we owe will be payable at our Corporate Office.

Misstatement of Age or Sex

If the Insured's stated age and/or sex are not correct, we will change each benefit and any amount to be paid to what the most recent deductions from the contract fund would have provided at the Insured's correct age and/or sex.




IVUL-2022                    Page 20


Assignment

You may request an assignment of your 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. We will not be deemed to know of an assignment unless we receive it, or a copy of it, at our Home Office. 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 assignment at our Home Office, and unless a different future effective date is specified by you, it will take effect on the date you signed the request. We are not obliged to determine that an assignment is valid or sufficient. Any rights created by your request will not apply to any payments we have made or actions we have taken before the assignment was received and recorded at our Home Office. If you request an effective date after the date we have received and recorded your request, any rights created by your request will not apply to any payments we have made or actions we have taken prior to your chosen effective date. This contract may not be assigned if such assignment would violate any federal, state, or local law or regulation prohibiting sex distinct rates for insurance.

Change in Plan

You may be able to have this contract changed to another plan of life insurance. Any change may be made only if we consent, and will be subject to conditions and charges that are then determined.

Elements Subject To Change

Subject to any guarantees shown in the contract data pages, we have the right to set and to change from time to time the following elements of the policy: (a) the charge for sales expenses and the premium-based administrative charges that are deducted from each premium paid; (b) the monthly insurance rates used to compute the charge for the cost of insurance, the daily mortality and expense charge against variable investment options, the monthly charges for administrative expenses and any charges for riders attached to your policy and other administrative charges that may be deducted from the contract fund; (c) the rate of any excess interest credit; and (d) for index interest applied to any index strategy, any calculation components, including the index strategies' participation rates, growth floors, growth caps, buffers, and step rates. We will not change any of the contract charges more frequently than once per year and we will not change the rate of any excess interest and any of the index interest calculation components more frequently than once per month.

Any setting of or changes to any contract element described above will consider one or more factors such as, but not limited to, mortality policy funding, net amount at risk, expenses, taxes, and investment earnings and profit. Changes will be based on our future expectations with respect to any one or more of the factors we use to determine such changes. Any changes in contract elements will be on a class basis as we determine. All changes will be determined only prospectively.

Non-Participating

This contract will not share in our profits or surplus earnings. We will pay no dividends on it.

Applicable Tax Law

This contract has been designed to satisfy the definition of life insurance for Federal income tax purposes under Section 7702 of the Internal Revenue Code of 1986, as amended. We reserve the right, however, to decline any change we determine would cause this contract to fail to qualify as life insurance under the applicable tax law. This includes changing the basic insurance amount, withdrawals, and changing the type of death benefit. We also have the right to change this contract, to require additional premium payments, or to make distributions from this contract to the extent necessary to continue to qualify this contract as life insurance. Finally, we reserve the right to take whatever action is necessary to prevent the contract from becoming a modified endowment contract under Section 7702A of the Internal Revenue Code of 1986 unless you have otherwise indicated to us in writing that you want a modified endowment contract.

Age 121

We discontinue the monthly charges from the contract fund on the first contract anniversary on or following the Insured's 121st birthday. You may continue the contract after that anniversary and it will then continue to operate as described in its provisions (including the Death Benefit and Contract Fund provisions), although you may not make any premium payments except for amounts required to keep the policy in force under the grace period, and no monthly charges will be deducted from the Contract Fund. Loans, loan repayments, and withdrawals can continue to be made after age 121.
IVUL-2022                    Page 21


Cash value default may not occur on or following such anniversary. Excess contract debt default may occur if contract debt ever grows to be equal to or more than the cash value (See Default).

The contract may not qualify as life insurance under Federal tax law after the Insured has attained age 100 and may be subject to adverse tax consequences. A tax advisor should be consulted before you choose to continue the contract after the Insured reaches age 100.

BASIS OF COMPUTATION

Mortality Basis and Interest Rate

We compute maximum monthly insurance rates using:

1.    the Mortality Table shown below the Table of Maximum Monthly Insurance Rates per $1,000 of Net Amount at Risk on the contact data pages;

2.    the issue age, sex, smoker and non-smoker status, and rating class of the Insured and the length of time since the contract date;

3.    age last birthday; and

4.    an effective annual interest rate shown below the Table of Maximum Monthly Insurance Rates per $1,000 of Net Amount at Risk on the contract data pages.

Minimum Legal Values

The cash surrender values provided by this contract are at least as large as those set by law where delivered. Where required we have given the insurance regulator a detailed statement of how we compute values and benefits.

SETTLEMENT OPTIONS

Options Described

You may choose to have the proceeds (that is, any death benefit or any amount payable upon surrender of the contract) paid in a single sum or under one of the optional modes of settlement described below.

If the person who is to receive the proceeds of this contract wishes to take advantage of one of these optional modes, we will furnish, on request, details of the options we describe below or any others we may have available at the time the proceeds become payable.

Any annuity benefits, at the time they commence, will not be less than those that would be provided by the application of the proceeds to purchase a single consideration immediate annuity contract at purchase rates offered by the Company at the time to the same class of annuitants, whether the annuity benefits are payable in fixed or variable amounts or both, if the Company offers a single consideration annuity contract at the time to the same class of annuitants.

Option 1 (Installments for a Fixed Period)

We will make equal payments for up to 25 years. The Option 1 Table shows the minimum amounts we will pay.

Option 2 (Life Income)

We will make equal monthly payments for as long as the person on whose life the settlement is based lives, with payments certain for 120 months. The Option 2 Table shows the minimum amounts we will pay. However, we must have proof of the date of birth of the person on whose life the settlement is based.

IVUL-2022                    Page 22


Option 3 (Interest Payment)

We will hold an amount at interest. We will pay the interest annually, semi-annually, quarterly, or monthly.

Option 4 (Installments of a Fixed Amount)

We will make equal annual, semi-annual, quarterly, or monthly payments for as long as the available proceeds provide.

Option 5 (Non-Participating Income)

We will make payments like those of any annuity we then regularly issue that: (1) is based on United States currency; (2) is bought by a single sum; (3) does not provide for dividends; and (4) does not normally provide for deferral of the first payment. Each payment will be at least equal to what we would pay under that kind of annuity with its first payment due on its contract date. If a life income is chosen, we must have proof of the date of birth of any person on whose life the option is based. Option 5 cannot be chosen more than 30 days before the due date of the first payment.

Interest Rate

Payments under Options 1 and 4 will be calculated assuming an effective interest rate of at least 0.75% a year for periods less than 10 years and 1.5% a year for periods between 10 and 25 years. Payments under Option 3 will be calculated assuming an effective interest rate of at least 0.5% a year.

For Option 2 we use the Annuity 2000 Mortality Table at 3% interest. The mortality rates used from this table are the ones for an age that is two years younger than the age of the person who is to receive the proceeds of this contract.

We may include more interest.

IVUL-2022                    Page 23


SETTLEMENT OPTIONS TABLES

OPTION 1 TABLE
OPTION 2 TABLE
MINIMUM AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000, THE FIRST PAYABLE IMMEDIATELY
MINIMUM AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000, THE FIRST PAYABLE IMMEDIATELY
Number of Years
Monthly Payment
AGE LAST BIRTHDAY
MALE FEMALE
AGE LAST BIRTHDAY
MALE FEMALE
1
2
3
4
5

6
7
8
9
10

11
12
13
14
15

16
17
18
19
20

21
22
23
24
25
$83.62
41.97
28.08
21.14
16.97

14.20
12.22
10.73
9.57
8.96

8.21
7.58
7.05
6.59
6.20

5.85
5.55
5.27
5.03
4.81

4.62
4.44
4.28
4.13
3.99
5
and under
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
$2.72

2.73
2.74
2.75
2.76
2.77
2.78
2.79
2.80
2.82
2.83
2.84
2.85
2.87
2.88
2.89
2.91
2.93
2.94
2.96
2.98
3.00
3.01
3.03
3.06
3.08
3.10
3.13
3.15
3.18
3.21
3.23
3.27
3.30
3.33
3.37
3.40
3.44
3.48
3.53
3.57
3.62
3.67
$2.68

2.69
2.69
2.70
2.71
2.72
2.73
2.74
2.75
2.76
2.77
2.78
2.79
2.80
2.81
2.83
2.84
2.85
2.87
2.88
2.90
2.91
2.93
2.94
2.96
2.98
3.00
3.02
3.04
3.07
3.09
3.11
3.14
3.16
3.19
3.22
3.25
3.29
3.32
3.35
3.39
3.43
3.47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
and over
$3.72
3.77
3.83
3.88
3.95
4.01
4.08
4.15
4.22
4.30
4.38
4.47
4.56
4.66
4.76
4.87
4.98
5.10
5.23
5.36
5.49
5.64
5.78
5.94
6.10
6.26
6.43
6.60
6.78
6.95
7.13
7.31
7.49
7.67
7.85
8.02
8.18
8.33
8.48
8.62
8.75
8.87
8.98
$3.51
3.56
3.61
3.66
3.71
3.76
3.82
3.88
3.94
4.01
4.08
4.16
4.24
4.32
4.41
4.50
4.60
4.71
4.82
4.94
5.06
5.19
5.33
5.48
5.63
5.79
5.96
6.14
6.33
6.52
6.71
6.92
7.12
7.33
7.53
7.73
7.93
8.12
8.29
8.46
8.61
8.75
8.88
For Years 1 through 9, multiply the monthly amount by 2.998 for quarterly,
5.991 for semi-annual or 11.959 for annual.

For Years 10 through 25, multiply the monthly amount by 2.996 for quarterly,
5.981 for semi-annual or 11.919 for annual.





IVUL-2022                    Page 24






















(This page intentionally left blank.)

IVUL-2022                    Page 25















































Individual Flexible Premium Variable and Index-Linked Universal Life Insurance Policy. Insurance payable only upon death. While policy values may be affected by an external index or indices, the index strategy separate account(s) does not directly participate in any stock or equity investment. Cash values reflect premium payments, investment results, interim value, any interest credited to the fixed rate option, any interest credited to the fixed holding account(s), any index interest on the index strategy(ies), and charges. Non-participating.
IVUL-2022                    Page 26

Pruco Life Insurance Company

RIDER TO PROVIDE LAPSE PROTECTION

On any monthly date, prior to the Benefit End Date shown on the rider data pages, and after the Limited No-Lapse Guarantee period (see Limited No-Lapse Guarantee), when the contract would otherwise be in default (see Default), the contract will remain in force until the next monthly date if the no-lapse guarantee value is greater than zero and there is no excess contract debt. If the no-lapse guarantee value is zero or less or there is excess contract debt, the contract is in default.

The no-lapse guarantee value, no-lapse contract fund, no-lapse charge for sales expenses, no-lapse cost of insurance, no-lapse net amount at risk, and no-lapse death benefit (described below) are reference values only and are not used in the determination of values and benefits under this contract. They are used only to determine if the contract is in default.

Charge For Rider Benefits

On each monthly date, we will deduct a charge for this rider from the contract fund. The monthly charge is determined by multiplying (1) the cost of insurance rate per $1,000 for this rider, and (2) the net amount at risk (see Contract Fund in your policy) divided by $1,000. The maximum cost of insurance for this rider is shown in the contract data pages.

No-Lapse Guarantee Value

The no-lapse guarantee value is equal to the no-lapse contract fund, less any contract debt. If the contract is reinstated, the amount of any existing contract debt on the date of default will not be included in the no-lapse contract fund. This rider cannot be reinstated after the Benefit End Date shown on the rider data pages.

No-Lapse Contract Fund

When you make your first premium payment, the no-lapse net premium amount, less any no-lapse charges due on or before that day, becomes your no-lapse contract fund. Beginning on the contract date, amounts are added to and subtracted from the no-lapse contract fund as shown under No-Lapse Adjustments to the No-Lapse Contract Fund.

No-Lapse Charge for Sales Expenses

We subtract a no-lapse charge for sales expenses from each premium paid. The premium allocation amounts and the initial and ultimate rates are shown in the No-Lapse Charge For Sales Expenses Rate Table. For any premium we receive in the 60-day period preceding a contract anniversary on which the initial or ultimate rates decrease, we will subtract a no-lapse charge for sales expenses no greater than the amount we would subtract if that premium were received on the contract anniversary.

To determine the amount deducted from each premium, we perform the following steps:

1.    We determine any premium amount already paid during the current contract year. (This amount may be zero.)

2.    We subtract the step 1 amount from the premium allocation amount on the date we receive your current premium. If the result is less than zero, we consider it to be zero.

3.    If the current premium amount is less than or equal to the step 2 amount, the entire premium amount is multiplied by the initial rate to determine the no-lapse charge for sales expenses for that premium. If the current premium amount is greater than the step 2 amount, we (a) multiply the step 2 amount by the initial rate, and (b) multiply the difference between the submitted premium and the step 2 amount by the ultimate rate. The total of (a) and (b) is the no-lapse charge for sales expenses for that premium.

No-Lapse Cost of Insurance

On each monthly date, we will deduct a charge for the no-lapse cost of insurance from the no-lapse contract fund. To determine this charge, we use the following method:
RID-NLG-2022


We determine the no-lapse cost of insurance rate using the monthly rate shown under the Table of No-Lapse Monthly Insurance Rates per $1,000 of No-Lapse Net Amount at Risk for the appropriate contract year.

We multiply that rate by the no-lapse net amount at risk divided by $1,000 to compute the charge for the no-lapse cost of insurance.

No-Lapse Net Amount at Risk

The no-lapse net amount at risk is equal to the no-lapse death benefit minus the no-lapse contract fund.

No-Lapse Death Benefit

This contract has a Type A or Type B death benefit. We show the type of death benefit that applies to this contract under Type of Death Benefit.

If this contract has a Type A death benefit, the no-lapse death benefit is equal to the greater of (1) the basic insurance amount, and (2) the no-lapse contract fund before deduction of any no-lapse monthly charges due on that date, multiplied by the attained age factor that applies.

If this contract has a Type B death benefit, the no-lapse death benefit is equal to the greater of (1) the basic insurance amount plus the no-lapse contract fund before deduction of any no-lapse monthly charges due on that date, and (2) the no-lapse contract fund before deduction of any no-lapse monthly charges due on that date, multiplied by the attained age factor that applies.

Total Disability Benefit

This contract may have a rider for the payment of a net premium amount benefit upon the Insured's total disability. If it does, that benefit will be listed on a contract data page and a copy of the rider will be included in this contract. On each monthly date benefits are paid under that rider, we will credit the no-lapse contract fund with a no-lapse net premium amount equal to the total of the monthly deductions from the no-lapse contract fund on that monthly date.

Allocation Limitation

We reserve the right to initiate an allocation limitation on the contract date. While there is an allocation limitation, the payment allocations and maturing segment allocations available to you are restricted. If your policy has an allocation limitation, the allocation limitation end date and the available allocations will be shown in the contract data pages.

Termination

This rider will end on the earliest of:

1. The date we receive a written request from the owner to remove the rider;
2. the Benefit End Date shown on the rider data pages;
3. the end of the last day of the grace period if the contract is in default;
4. the date the contract is surrendered for its net cash value; and
5. the date the contract ends for any other reason.

This rider is attached to and made part of the contract on the contract date. The rider provisions apply in lieu of any policy provisions to the contrary.

Pruco Life Insurance Company,
By image.jpg
Secretary
RID-NLG-2022                                Page 2


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]


LAPSE PROTECTION RIDER DATA

Benefit End Date: [October 1, 2077]

No-Lapse Adjustments to Premium Payments

From each premium paid we will:

subtract a no-lapse administrative charge of [3%] of the premium paid.

subtract a no-lapse charge for sales expenses as described under No-Lapse Charge for Sales Expenses.

The remainder of the premium is the no-lapse net premium amount.

No-Lapse Adjustments to the No-Lapse Contract Fund

On the Contract Date the no-lapse contract fund is equal to the no-lapse net premium amount credited on that date, minus any of the charges described below which may be due on that date.

On each day after the contract date, we will adjust the no-lapse contract fund by:
adding any no-lapse net premium amounts.
adding no-lapse interest on that portion of the no-lapse contract fund in excess of the amount of any loan as follows:
Effective Annual Rate
Contract Year(s)      of No-Lapse Interest

[1] [0.000% (0.00000000% a day)]
[2] [2.250% (0.00609624% a day)]
[3] [2.500% (0.00676533% a day)]
[4] [2.750% (0.00743279% a day)]
[5] [3.000% (0.00809863% a day)]
[6] [3.500% (0.00942549% a day)]
[7] [4.000% (0.01074598% a day)]
[8] [4.500% (0.01206015% a day)]
[9] [5.000% (0.01336806% a day)]
[10] [5.500% (0.01466978% a day)]
[11] [6.000% (0.01596536% a day)]
[12] [6.500% (0.01725486% a day)]
[13] [7.000% (0.01853833% a day)]
[14-86] [7.500% (0.01981584% a day)]




RIDER DATA CONTINUED ON NEXT PAGE



RID-NLG-PLUS-CD-2022                                Page 1


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

LAPSE PROTECTION RIDER DATA CONTINUED

adding no-lapse interest on that portion of the no-lapse contract fund equal to the amount of any loan at an effective annual rate of 1% (0.00272616% a day).

subtracting any withdrawals.

And on each monthly date, we will adjust the no-lapse contract fund by:

subtracting a monthly no-lapse charge for administrative expenses of: [$0.13] per $1,000 of the basic insurance amount plus [$9.00]; changing on [October 1, 2032] to [$0.00] per $1,000 of the basic insurance amount plus [$9.00] thereafter.

subtracting a monthly no-lapse charge for the no-lapse cost of insurance (see No-Lapse Cost of Insurance).

[subtracting a monthly no-lapse charge for the Payment of Net Premium Amount Benefit Upon Insured’s Total Disability (Rider [ICC17 VL 100 B]) of [7.519%] of the current total disability benefit as described in the Total Disability Benefit provision in the rider.]

[subtracting a maximum monthly no-lapse charge for Insured’s Accidental Death Benefit (Rider [VL 110 B]) of [$1.66]. ]

[subtracting a monthly no-lapse charge as described in the Rider to Provide Acceleration of Death Benefit (Rider [ICC18 VL 145 B6]). This charge will be waived from the time benefit payments begin.]

[subtracting a maximum monthly no-lapse charge for Level Term Insurance Benefit on Dependent Children (Rider [ICC16 VL 182 B]) of [$10.36] payable until [October 1, 2062]. ]

[subtracting a maximum monthly no-lapse charge for Level Term Insurance Benefit on Dependent Children (Rider [ICC16 VL 184 B]) of [$10.36] payable until [October 1, 2062]. ]

RIDER DATA CONTINUED ON NEXT PAGE


RID-NLG-PLUS-CD-2022                                Page 2


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

LAPSE PROTECTION RIDER DATA CONTINUED

Table of No-Lapse Monthly Insurance Rates per $1,000 of No-Lapse Net Amount at Risk

Contract Year

Monthly Rate
Contract Year

Monthly Rate
[1][0.00000][36][2.12563]
[2][0.10404][37][2.35443]
[3][0.10509][38][2.62192]
[4][0.10615][39][2.90370]
[5][0.10722][40][3.20652]
[6][0.10830][41][3.53627]
[7][0.12045][42][3.90806]
[8][0.13445][43][4.34042]
[9][0.14805][44][4.84260]
[10][0.16412][45][5.40534]
[11][0.18260][46][6.03284]
[12][0.20431][47][6.71503]
[13][0.22826][48][7.43760]
[14][0.25261][49][8.22661]
[15][0.27469][50][9.10394]
[16][0.29631][51][10.58369]
[17][0.32003][52][11.71068]
[18][0.34663][53][12.92865]
[19][0.37768][54][14.22346]
[20][0.41553][55][15.58185]
[21][0.46180][56][23.38637]
[22][0.51143][57][17.91715]
[23][0.56526][58][19.18195]
[24][0.62246][59][20.50795]
[25][0.68219][60][21.89515]
[26][0.79238][61][23.30785]
[27][0.88575][62][24.75030]
[28][0.99426][63][26.28710]
[29][1.11286][64][27.92590]
[30][1.23652][65][29.67435]
[31][1.36521][66][31.34460]
[32][1.49559][67][32.82615]
[33][1.63186][68][34.40205]
[34][1.77570][69][36.07740]
[35][1.93720][70][37.84795 ]
RIDER DATA CONTINUED ON NEXT PAGE
RID-NLG-PLUS-CD-2022                                Page 3


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

LAPSE PROTECTION RIDER DATA CONTINUED

Contract Year

Monthly Rate
Contract Year

Monthly Rate
[71][39.71285][81][64.46917]
[72][41.69250][82][67.89667]
[73][43.79285][83][71.51083]
[74][45.11917][84][75.31667]
[75][47.43500][85][79.30583]
[76][49.88750][86][82.07500]
[77][52.48583]
[78][55.23583]
[79][58.14583]
[80][61.22083]
RIDER DATA CONTINUED ON NEXT PAGE

RIDER DATA CONTINUED ON NEXT PAGE

RID-NLG-PLUS-CD-2022                                Page 4


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

LAPSE PROTECTION RIDER DATA CONTINUED

[Table of No-Lapse Monthly Insurance Rates per $1,000 of No-Lapse Net Amount at Risk for Rider to Provide Acceleration of Death Benefit]

Contract Year

Monthly Rate
Contract Year

Monthly Rate
[1][0.00000][36][0.35988]
[2][0.01063][37][0.39861]
[3][0.01203][38][0.44391]
[4][0.01323][39][0.49161]
[5][0.01481][40][0.54289]
[6][0.01652][41][0.59871]
[7][0.01836][42][0.66166]
[8][0.02051][43][0.73485]
[9][0.02278][44][0.81987]
[10][0.02549][45][0.91516]
[11][0.02863][46][1.02140]
[12][0.03232][47][1.13689]
[13][0.03646][48][1.25923]
[14][0.04074][49][1.39281]
[15][0.04472][50][1.54134]
[16][0.04871][51][1.70655]
[17][0.05312][52][1.88827]
[18][0.05810][53][2.08467]
[19][0.06394][54][2.29344]
[20][0.07035][55][2.51247]
[21][0.07819][56][2.73065]
[22][0.08658][57][2.94542]
[23][0.09571][58][3.17043]
[24][0.10539][59][3.40769]
[25][0.11549][60][3.65762]
[26][0.13416][61][3.90513]
[27][0.14997][62][4.14681]
[28][0.16833][63][4.40430]
[29][0.18842][64][4.67887]
[30][0.20935][65][4.97182]
[31][0.23114][66][5.25167]
[32][0.25322][67][5.49989]
[33][0.27629][68][5.76393]
[34][0.30065][69][6.04463]
[35][0.32798][70][6.34128]
RIDER DATA CONTINUED ON NEXT PAGE
RIDER DATA CONTINUED ON NEXT PAGE
RID-NLG-PLUS-CD-2022                                Page 5


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

LAPSE PROTECTION RIDER DATA CONTINUED

Contract Year

Monthly Rate
Contract Year

Monthly Rate
[71][6.65374][81][11.01759]
[72][6.98542][82][11.60334]
[73][7.33732][83][12.22099]
[74][7.71073][84][12.87140]
[75][8.10650][85][13.55313]
[76][8.52562][86][14.24142]
[77][8.96966]
[78][9.43963]
[79][9.93696]
[80][10.46246]
RIDER DATA CONTINUED ON NEXT PAGE

RIDER DATA CONTINUED ON NEXT PAGE

RID-NLG-PLUS-CD-2022                                Page 6


PROCESSING DATE: [XXX XX, XXXX]
POLICY NO. [XX XXX XXX]

LAPSE PROTECTION RIDER DATA CONTINUED



NO-LAPSE CHARGE FOR SALES EXPENSES RATE TABLE
(see Rider to Provide Lapse Protection for details)

Initial RateUltimate RatePremium Allocation Amount
Contract Date:
[25.00%]
[25.00%]
[$2,916.49]
changing on [October 1, 2024] to:
[18.00%]
[18.00%]
[$2,916.49]
changing on [October 1, 2026] to:
[14.00%]
[14.00%]
[$2,916.49]
changing on [October 1, 2027] to:
[8.00%]
[8.00%]
[$2,916.49]
changing on [October 1, 2042] to:
[5.00%]
[5.00%]
[$2,916.49]
changing on [October 1, 2052] to:[0.00%][0.00%][$2,759.75]
changing on [October 1, 2062] to:[0.00%][0.00%][$2,628.50]
changing on [October 1, 2087] to:[0.00%][0.00%][$2,607.50]


END OF RIDER DATA
RID-NLG-PLUS-CD-2022                                Page 7


Exhibit 5(i)


Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102


Ladies and Gentlemen:

In my capacity as Vice President and Corporate Counsel of Pruco Life Insurance Company ("Pruco Life"), I have reviewed the establishment of the Index Strategies Separate Account (the "Account") by the Executive Committee of the Board of Directors of Pruco Life Insurance Company as a non-insulated, non-unitized separate account for assets applicable to certain index-linked crediting strategy insurance contracts, pursuant to the provisions of Section 20-651 of the Arizona Insurance Code. I am responsible for oversight of the preparation and review of the Registration Statement on Form S-3, as amended, filed by Pruco Life with the Securities and Exchange Commission (Registration Number: 333-265507) under the Securities Act of 1933 for the registration of certain index-linked crediting strategy insurance contracts issued with respect to the Account.

I am of the following opinion:

(1)    Pruco Life was duly organized under the laws of Arizona and is a validly existing corporation.

(2)    The Account has been duly created and is validly existing as a non-insulated, non-unitized separate account pursuant to the provisions of the State of Arizona law.

(3)    The index-linked crediting strategy insurance contracts are legal and binding obligations of Pruco Life in accordance with their terms.

In arriving at the foregoing opinion, I have made such examination of law and examined such records and other documents as I judged to be necessary or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.


Very truly yours,


                         
 /s/ Jordan K. Thomsen10/3/2022
Jordan K. ThomsenDate
Vice President and Corporate Counsel


    

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (No. 333-265507) (the “Registration Statement”) of Pruco Life Insurance Company of our report dated March 16, 2022 relating to the financial statements and financial statement schedule, which appears in Pruco Life Insurance Company's Annual Report on Form 10-K for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
New York, New York
October 3, 2022


POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below, being a director or officer of Pruco Life Insurance Company ("Pruco Life"), constitutes and appoints William J. Evers, Christopher J. Madin and Jordan K. Thomsen, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, and to do any and all things and execute any and all instruments that such attorneys-in-fact may deem necessary or advisable under any rules, regulations and requirements of the U.S. Securities and Exchange Commission, in connection with where applicable: Registration statements of the appropriate forms prescribed by the Securities and Exchange Commission, and any other periodic documents and reports required under the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all amendments thereto executed on behalf of Pruco Life filed with the Securities and Exchange Commission for the Registrations listed on Schedule A.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of August 2022.

/s/ Robert E. Boyle
Robert E. Boyle
Director, Vice President, Chief Accounting Officer, and Chief Financial Officer
/s/ Markus Coombs
Markus Coombs
Director and Vice President
/s/ Caroline A. Feeney
Caroline A. Feeney
Director
/s/ Salene Hitchcock-Gear
Salene Hitchcock-Gear
Director
/s/ Nandini Mongia
Nandini Mongia
Director and Treasurer
/s/ Dylan J. Tyson
Dylan J. Tyson
Director, President, and Chief Executive Officer
/s/ Candace J. Woods
Candace J. Woods
Director



Schedule A

The Pruco Life Variable Appreciable Account [Reg. No. 811-03971] and flexible premium variable life insurance contracts [Reg. No. 002-89558, Reg. No. 333-252984, and Reg. No. 333-07451], to the extent they represent participating interests in said Account;

The Pruco Life PRUvider Variable Appreciable Account [Reg. No. 811-07040] and variable life insurance contracts [Reg. No. 033-49994 and Reg. No 333-253942], to the extent they represent participating interests in said Account;

The Pruco Life Variable Universal Account [Reg. No. 811-05826] and flexible premium variable universal life insurance contracts [Reg. No. 333-94117, Reg. No. 333-49332, Reg. No. 033-29181, Reg. No. 033-38271, Reg. No. 333-85115, Reg. No. 333-100057, Reg. No. 333-109284, Reg. No. 333-112808, Reg. No. 333-158634, Reg. No. 333-205092, Reg. No. 333-215544, Reg. No. 333-225953, Reg. No. 333-229276, Reg. No. 333-237297, Reg. No. 333-252985, and 333-265486], to the extent they represent participating interests in said Account;

The Pruco Life Variable Insurance Account [Reg. No. 811-03603] and scheduled premium variable life insurance contracts [Reg. No. 002-80513 and Reg. No. 333-253928], to the extent they represent participating interests in said Account;

Pruco Life Insurance Company Index-Linked Allocation Investment Options [Reg. No. 333-265507].