##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(MARK ONE)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM              TO

COMMISSION FILE NUMBER 33-18053





Pruco Life Insurance Company of New Jersey

(Exact Name of Registrant as
Specified in its Charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|New Jersey                                                     |  | 22-2426091                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)

213 Washington Street

Newark, New Jersey 07102

(973) 802-6000

(Address and Telephone Number of Registrants Principal Executive Offices)





SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE





Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



| |  |                         |  |   |  |                           |  |  
| |  | ----------------------- |  | - |  | ------------------------- |  | -
| |  | Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
| |  |                         |  |  
| |  | Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    YES   ̈    NO  x

State the aggregate market value of the voting stock held by non-affiliates of the registrant: N/A

As of February 28, 2009, 400,000 shares
of the registrants common stock (par value $5), were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

THE INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO PART III OF THIS FORM 10-K IS SET FORTH IN, AND IS HEREBY INCORPORATED BY REFERENCE HEREIN FROM, PRUDENTIAL
FINANCIAL, INC.S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2009, TO BE FILED BY PRUDENTIAL FINANCIAL, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO REGULATION 14A NOT LATER THAN
120 DAYS AFTER DECEMBER 31, 2008.

Pruco Life Insurance Company of New Jersey meets the conditions set

forth in General Instruction (I) (1) (a) and (b) on Form 10-K

and is therefore filing this Form with reduced disclosure.









---

##### Table of Contents

TABLE OF CONTENTS



|           |  |          |  |                                                                                                              |  |           
|---------- |  | -------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----------
|           |  |          |  |                                                                                                              |  | PageNumber
|PART I     |  | Item 1.  |  | Business                                                                                                     |  | 2         
|           |  | Item 1A. |  | Risk Factors                                                                                                 |  | 8         
|           |  | Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 17        
|           |  | Item 2.  |  | Properties                                                                                                   |  | 17        
|           |  | Item 3.  |  | Legal Proceedings                                                                                            |  | 17        
|PART II    |  | Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 18        
|           |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 18        
|           |  | Item 7A  |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 29        
|           |  | Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 32        
|           |  | Item 9.  |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 32        
|           |  | Item9A.  |  | Controls and Procedures                                                                                      |  | 32        
|           |  | Item 9B. |  | Other Information                                                                                            |  | 32        
|           |  | Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 32        
|PART III   |  | Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 33        
|PART IV    |  | Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 33        
|SIGNATURES |  | 35      

Forward-Looking Statements

Certain of the statements included in this Annual Report on Form 10-K, including but not limited to those in Managements Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as expects, believes, anticipates, includes, plans, assumes, estimates,
projects, intends, should, will, shall or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on managements current
expectations and beliefs concerning future developments and their potential effects upon Pruco Life Insurance Company of New Jersey. There can be no assurance that future developments affecting Pruco Life Insurance Company of New Jersey will be
those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially,
from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and
other financial markets, particularly in light of ongoing severe economic conditions and the severe stress experienced by the global financial markets that began in the second half of 2007 and has continued and substantially increased since then;
(2) interest rate fluctuations; (3) re-estimates of our reserves for future policy benefits and claims; (4) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or
market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (5) changes in our assumptions related to deferred policy acquisition costs; (6) changes in our claims-paying ;
(7) investment losses, defaults and counterparty non-performance; (8) competition in our product lines and for personnel; (9) changes in tax law; (10) regulatory or legislative changes, including government actions in response to
the stress experienced by the global financial markets; (11) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (12) domestic or international military actions, natural or man-made
disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (13) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;
(14) effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the projected results of acquisitions; (15) changes in statutory or U.S. GAAP accounting principles, practices or
policies; and (16) changes in assumptions for retirement expense. As noted above, the adverse market and economic conditions that began in the second half of 2007 have continued and substantially worsened since then. The foregoing risks are
even more pronounced in these unprecedented market and economic conditions. Pruco Life Insurance Company of New Jersey does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See
Risk Factors for discussion of certain risks relating to our businesses and investment in our securities.



---

##### Table of Contents

PART 1

Item 1. Business

Overview

Pruco Life Insurance Company of New Jersey, or the Company is a life insurance company organized in 1982 under the laws of the state of New Jersey. The Company is licensed to sell interest-sensitive
individual life insurance and variable life insurance, term life insurance, and individual variable and fixed annuities, or the Contracts, only in New Jersey and New York.

The Company is a wholly owned subsidiary of Pruco Life Insurance Company or, Pruco Life, a life insurance company organized in 1971 under the laws of the state of Arizona. Pruco Life, in turn, is a wholly
owned subsidiary of The Prudential Insurance Company of America, or Prudential Insurance, an insurance company organized in 1875 under the laws of the state of New Jersey. On December 18, 2001, the date of
demutualization, Prudential Insurance converted from a mutual life insurance company to a stock life insurance company and became an indirect wholly owned subsidiary of Prudential Financial, Inc., Prudential Financial, The
demutualization was completed in accordance with Prudential Insurances Plan of Reorganization, which was approved by the Commissioner of the New Jersey Department of Banking and Insurance in October 2001.

On June 1, 2006, Prudential Financial acquired the variable annuity business of The Allstate Corporation, or Allstate, through a reinsurance
transaction, increasing Prudential Financials scale and third party distribution capabilities in the U.S.

The Company is engaged in a business that
is highly competitive because of the large number of stock and mutual life insurance companies and other entities engaged in marketing insurance products, and individual and group annuities. The following paragraphs describe the Companys
products, marketing and distribution, and underwriting and pricing.

Products

Variable Life Insurance

The Company offers a number of individual variable life insurance products which represents
23% of our net individual life insurance in-force at the end of 2008. Variable products provide a return linked to an underlying investment portfolio selected by the policyholder while providing the policyholder with the flexibility to change both
the death benefit and premium payments. The policyowner generally has the option of investing premiums in a fixed rate option that is part of the Companys general account. The Company guarantees that funds invested in the fixed rate option
will accrue interest at a rate established by The Company generally based on our portfolio rate. The policyowner can also invest in separate account investment options consisting of equity and fixed income funds. Returns on the separate account
funds are not guaranteed and the policyholder bears the fund performance risk. Each product provides for the deduction of charges and expenses from the customers investment account. In the affluent market, we offer a private placement variable
universal life product that allows for a customized investment portfolio. While variable life insurance continues to be an important product, marketplace demand continues to favor term and universal life insurance.

A significant portion of our Individual Life insurance profits are associated with the large in force block of variable policies. Profit patterns on these policies are
not level and as the policies age, insureds begin paying reduced policy charges. This, coupled with net policy count and insurance in-force runoff over time, reduces our expected future profits from this product line. Asset administration fees and
mortality and expense fees are a key component of variable life product profitability and vary based on the average daily net asset value.

Due to
policyholder options under some of the variable life contracts, lapses may occur on a quarter lag with the market risk during this lag being borne by the Company. Consequently, due to the continued unfavorable equity markets in the fourth quarter of
2008, the variable life policy lapses are expected to continue to negatively impact results of the first quarter of 2009. Since a significant portion of our life profits are related to variable policies, this accelerated run off could adversely
impact future profits.

Term Life Insurance

The Company
offers a variety of term life insurance products which represents 71% of our net individual life insurance in-force at the end of December 31, 2008. Most term products include a conversion feature that allows the policyholder to convert the
policy into permanent life insurance coverage. The Company also offers term life insurance that provides for a return of premium if the insured is alive at the end of the level premium period. There continues to be significant marketplace demand for
term life insurance protection.



2



---

##### Table of Contents

Individual Life profits from term insurance are not expected to directly correlate, from a timing perspective, with the
increase in term insurance in-force because of uneven product profitability patterns.

Universal Life Insurance

The Company offers universal life insurance products which represents 6% of our net individual life insurance in-force at the end of December 31, 2008. Universal
life insurance products feature a fixed crediting rate that varies periodically based on portfolio returns as well as flexible premiums and a choice of guarantees against lapse. Universal Life policies provide for the deduction of charges and
expenses from the customers contract fund.

Individual Life profits from universal life insurance are impacted by mortality, expense margins, and
interest spread on policyholder funds.

Variable and Fixed Annuities

The Company offers a wide array of annuities, including deferred variable annuities that are registered with the United States Securities and Exchange Commission (the SEC), which may include (1) fixed
interest rate allocation options, subject to a market value adjustment, and registered with the SEC, and (2) fixed rate allocation options not subject to a market value adjustment and not registered with the SEC.

The Company offers variable annuities that provide its customers with tax-deferred asset accumulation together with a full suite of optional guaranteed death and living
benefits. The optional benefit features contractually guarantee the contractholder a return of no less than (1) total deposits made to the contract less any partial withdrawals (return of net deposits), (2) total deposits made
to the contract less any partial withdrawals plus a minimum return (minimum return), and/or (3) the highest contract value on a specified date minus any withdrawals (contract value). These guarantees may include benefits
that are payable in the event of death, annuitization or at specified dates during the accumulation period and withdrawal and income benefits payable during specified periods. Our variable annuity investment options provide our customers with the
opportunity to invest in proprietary and non-proprietary mutual fund sub-accounts, frequently under asset allocation programs, and fixed-rate options. The investments made by customers in the proprietary and non-proprietary mutual funds represent an
interest in separate investment companies that provide a return linked to an underlying investment portfolio. The investments made in the fixed rate options are credited with interest at rates we determine, subject to certain minimums.

The primary risk exposures of our variable annuity contracts relate to actual deviations from, or changes to, the assumptions used in the original pricing of these
products, including equity market returns, interest rates, market volatility, timing of annuitization and withdrawals, contract lapses and contractholder mortality. As part of our risk management strategy we hedge or limit our exposure to these
risks, excluding those risks we have deemed suitable to retain, through a combination of product design elements, such as an automatic rebalancing element, and reinsurance programs. The automatic rebalancing element included in the design of certain
variable annuity products transfers assets between contractholder sub-accounts depending on a number of factors, including the investment performance of the sub-accounts. Negative investment performance may result in transfers to either a fixed-rate
general account option or a separate account bond portfolio. In certain situations, assets may transfer back when investment performance improves. Other product design elements we utilize for certain products to manage these risks include asset
allocation and minimum purchase age requirements.

Variable annuity account values with living benefit features were $441.2 million and $424.4 million as
of December 31, 2008 and 2007, respectively. For risk management purposes, in addition to reinsurance of living benefit features to Pruco Reinsurance, Ltd. (Pruco Re) and The Prudential Insurance Company of America, we segregate our
variable annuity living benefit features into three broad product groupings, described in more detail below: (1) those where we utilize both an automatic rebalancing element and capital markets hedging, (2) those where we utilize only
capital markets hedging and (3) those with risks we have deemed suitable to retain.



|(1) | In addition to the reinsurance of living benefit features to Pruco Re., we manage the equity market, interest rate and market volatility risks associated with our Highest Daily
products by utilizing both an automatic rebalancing element and capital markets hedging. Our Highest Daily optional living benefits guarantee, among other features, the ability to make withdrawals based on the highest daily contract value plus a
minimum return credited for a period of time. This guaranteed value is accessible through withdrawals for the life of the contractholder (or joint lives, for the spousal version of the benefit,) and not as a lump-sum surrender value. For our Highest
Daily products we utilize an automatic rebalancing element to limit our exposure to equity market risk and market volatility. Asset allocation and minimum purchase age requirements are also included in the design of our Highest Daily products to
limit our exposure to equity market risk and market volatility. In addition to these product design elements, Pruco Re. actively hedges our Highest Daily products, primarily for changes in interest rates, and to a lesser extent for changes in equity
markets and market volatility, through the use of interest rate derivatives and equity options. Contracts with living benefit features where we utilize both an automatic rebalancing element and capital markets hedging represented $158.6 million or
36%, and $27.8 million or 7% of our variable annuity account values with living benefit features as of December 31, 2008 and 2007, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



---

##### Table of Contents

|(2) | We manage the risks associated with other accumulation and withdrawal guarantees through reinsurance agreements with Pruco Re. The Company has entered into reinsurance agreements to
transfer the risk related to these guarantees with Pruco Re. In Pruco Re, we manage the risks associated with all other withdrawal guarantees through capital markets hedging. Pruco Re. actively hedges these guarantees for changes in equity markets,
interest rates, and market volatility through the use of equity options and interest rate derivatives. Contracts with living benefit features utilizing capital markets hedging represented $190.5 million or 43%, and $252.9 million or 60% of our
variable annuity account values with living benefit features as of December 31, 2008 and 2007, respectively. As a result of the volatility and disruption in the global financial markets, we have ceased sales of certain of these products.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | We have deemed the risks associated with our guaranteed minimum income benefits suitable to retain. Our guaranteed minimum income benefits guarantee a minimum return on the contract
value or an enhanced value, if applicable, to be used for purposes of determining annuity income payments. Contracts with living benefit features and only with risks we have deemed suitable to retain represented $92.1 million or 21%, and $143.7
million or 33% of our variable annuity account values with living benefit features as of December 31, 2008 and 2007, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
have also deemed the risks associated with our guaranteed minimum death benefits suitable to retain. Our guaranteed minimum death benefits guarantee a minimum return on the contract value or an enhanced value, if applicable, to be used for purposes
of determining benefits payable in the event of death. All of the $441.2 million and $424.4 million of variable annuity account values with living benefit features as of December 31, 2008 and 2007, respectively, also contain guaranteed minimum
death benefits, with $158.6 million or 36% and $27.8 million or 7% benefiting from an automatic rebalancing element, as discussed above. An additional $565.4 million and $822.1 million of variable annuity account values as of December 31, 2008
and 2007, respectively, contain guaranteed minimum death benefits, but no living benefit features.

Marketing and Distribution

Third Party Distribution

Our individual life and annuity products are
offered through a variety of third party channels, including independent brokers, general agencies, producer groups, wirehouses, banks and broker-dealers. We focus on sales through intermediaries who provide life insurance solutions to protect
individuals, families and businesses and support of estate and wealth transfer planning. The life insurance and annuity products offered are generally the same as those available through Prudential Agents. Our third party efforts are supported by a
network of internal and external wholesalers. We also offer a simplified-issue term life insurance policy available through the internet to customers of select banks and other financial institutions.

Prudential Insurance Agents

Prudential Insurance Agents distribute
Prudential-branded variable, term, and universal life insurance, variable and fixed annuities, and investment and other protection products with proprietary and non-proprietary investment options as well as selected insurance products manufactured
by others.

Prudential Insurance Agents sell life insurance products primarily to customers in the U.S. mass and mass affluent markets, as well as small
business owners. The majority of Prudential Insurance Agents are multi-line agents. In addition to commissions, Prudential Insurance Agents receive the employee benefits that are provided to other Prudential Insurance employees generally, including
medical and disability insurance, an employee savings program and qualified retirement plans.

Underwriting and Pricing

Life Insurance

Our life insurance underwriters follow detailed and
uniform policies and procedures to assess and quantify the risk of our individual life insurance products. We require the applicant to take a variety of underwriting tests, such as medical examinations, electrocardiograms, blood tests, urine tests,
chest x-rays and consumer investigative reports, depending on the age of the applicant and the amount of insurance requested. We base premiums and policy charges for individual life insurance on expected death benefits, surrender benefits, expenses,
required reserves, investment returns and taxes. We use assumptions for mortality, interest credited to policyholders, policy persistency, and premium payment pattern in pricing policies. Some of our policies are fully guaranteed. Others have
current premiums/charges and interest credits that we can change subject to contractual guarantees. We routinely update the interest crediting rates on our universal life policies and on the fixed account of our variable life policies. In resetting
these rates, we consider the returns on our portfolios supporting these policies, current interest rates, the competitive environment and our profit objectives.

Our operating results are affected by differences between actual mortality experience and other factors and the assumptions used in pricing these policies and, as a result, can fluctuate from period to period.



4



---

##### Table of Contents

Annuities

We earn
administrative fees based upon the average assets of the proprietary mutual funds and non-proprietary mutual funds in our variable annuity products and mortality and expense fees and other fees for various insurance-related options and features
including optional guaranteed death and living benefit features, based on average daily net asset values of the annuity separate accounts or the amount of guaranteed value. For certain optional features, our charge may be expressed as a percentage
of the protected value under the benefit, rather than as a percentage of average daily net assets. We declare the rate of return on our fixed interest rate options offered in our variable annuities based on certain assumptions, including
but not limited to investment returns, expenses and persistency. We price our variable annuities, including optional death and living benefits based on an evaluation of risks assumed. We price our fixed annuities as well as the fixed-rate options of
our variable annuities based on assumptions as to investment returns, expenses and persistency. Competition also influences our pricing. We seek to maintain a spread between the return on our general account invested assets and the interest we
credit on our fixed annuities. For assets transferred to a fixed rate general account option pursuant to the automatic rebalancing element, we earn a spread for the difference between the return on our general account invested assets and the
interest credited to contractholder account balances. To encourage persistency, most of our variable and fixed annuities have declining surrender or withdrawal charges for a specified number of years. In addition, the living benefits feature of our
variable annuity products encourage persistency because the potential value of the living benefit is fully realized only if the contract persists.

Reserves

We establish and carry as liabilities actuarially determined reserves for future policy benefits that we believe will meet our
future benefit obligations for our in-force life and annuity policies, including the minimum death benefit and living benefit guarantee features of some of these policies. We base these reserves on assumptions we believe to be appropriate for
investment yield, persistency, withdrawal rates, mortality and morbidity rates, expenses and margins for adverse deviation. Certain of the living benefit guarantee features on variable annuity contracts are accounted for as embedded derivatives and
are carried at fair value. The fair values of these benefit features are calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature.
These features are reinsured with an affiliated company. For variable and interest-sensitive life insurance and fixed and variable annuity contracts, we establish liabilities for policyholders account balances that represent cumulative gross
premium payments plus credited interest and/or fund performance, less withdrawals, expenses and mortality charges.

Reinsurance

The Company participates in reinsurance in order to provide risk diversification, provide additional capacity for future growth and limit the maximum net loss potential
arising from large risks.

Since 2000, we have reinsured the majority of the mortality risk we assume under our newly sold individual life insurance
products with both affiliated and unaffiliated companies and the maximum amount of individual life insurance we may retain on any life is $100,000. See Note 13 to the Financial Statements for more information related to these affiliated reinsurance
arrangements.

Effective April 1, 2008, the Company entered into an agreement to reinsure certain variable Corporate Owned Life Insurance
COLI policies with Pruco Life.

During 2005, the Company entered into new reinsurance agreements with an affiliate as part of its risk
management and capital management strategies. Effective October 3, 2005, the Company entered into a new coinsurance agreement with Pruco Re. providing for 100% reinsurance of its Lifetime Five benefit feature sold on new business after
October 3, 2005.

Regulatory Environment

In order
to continue to market life insurance, annuity products and market value adjustment annuities, the Company must meet or exceed the statutory capital and surplus requirements of the insurance departments of the states in which it conducts business.
Statutory accounting practices differ from generally accepted accounting principles, or GAAP. First, under statutory accounting practices, the acquisition costs of new business are charged to expense, while under GAAP they are initially
deferred and amortized over a period of time. Second, under statutory accounting practices, the required additions to statutory reserves for new business in some cases may initially exceed the statutory revenues attributable to such business. These
practices result in a reduction of statutory income and surplus at the time of recording new business.

Our variable life insurance products, as well as
our variable annuity products, generally are securities within the meaning of federal securities laws, registered under the federal securities laws and subject to regulation by Securities and Exchange Commission SEC and the
Financial Industry Regulatory Authority FINRA. Federal and some state securities regulation affect investment advice, sales and related activities with respect to these products. In addition, although the federal government does not
comprehensively regulate the business of insurance, federal legislation and administrative policies in



5



---

##### Table of Contents

several areas, including taxation, financial services regulation and pension and welfare benefits regulation, can significantly affect the insurance
industry. Congress also periodically considers and is considering laws affecting privacy of information and genetic testing that could significantly and adversely affect the insurance industry.

State Insurance Regulation

State insurance authorities have broad
administrative powers with respect to all aspects of the insurance business including:



| |  |  | licensing to transact business,
| | - |  | -------------------------------



| |  |  | licensing agents,
| | - |  | -----------------



| |  |  | admittance of assets to statutory surplus,
| | - |  | ------------------------------------------



| |  |  | regulating premium rates for certain insurance products,
| | - |  | --------------------------------------------------------



| |  |  | approving policy forms,
| | - |  | -----------------------



| |  |  | regulating unfair trade and claims practices,
| | - |  | ---------------------------------------------



| |  |  | establishing reserve requirements and solvency standards,
| | - |  | ---------------------------------------------------------



| |  |  | fixing maximum interest rates on life insurance policy loans and minimum accumulation or surrender values, and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | regulating the type, amounts and valuations of investments permitted and other matters.
| | - |  | ---------------------------------------------------------------------------------------

State insurance laws and regulations require our U.S. insurance companies to file financial statements with state insurance departments everywhere they do business, and
the operations of our U.S. insurance companies and accounts are subject to examination by those departments at any time. Our U.S. insurance companies prepare statutory financial statements in accordance with accounting practices and procedures
prescribed or permitted by these departments. The National Association of Insurance Commissioners, or the NAIC, has approved a series of statutory accounting principles that have been adopted, in some cases with minor modifications, by all state
insurance departments.

State insurance departments conduct periodic examinations of the books and records, financial reporting, policy filings and market
conduct of insurance companies domiciled in their states, generally once every three to five years. Examinations are generally carried out in cooperation with the insurance departments of other states under guidelines promulgated by the NAIC. In
February 2008, the New Jersey insurance regulator along with the insurance regulators of Arizona and Connecticut, completed a coordinated financial examination for the five year period ended December 31, 2006 for all of our U.S. life insurance
companies as part of the normal five year examination cycle and found no material deficiencies.

Insurance companies are subject to Risk-Based Capital, or
RBC, guidelines, monitored by insurance regulatory authorities, that measure the ratio of the Companys statutory surplus with certain adjustments, or Adjusted Capital, to its required capital, based on the risk
characteristics of its insurance liabilities and investments. Required capital is determined by statutory formulae that consider risks related to the type and quality of invested assets, insurance-related risks associated with the Companys
products, interest rate risks, and general business risks. The RBC calculations are intended to assist regulators in measuring the adequacy of the Companys statutory capitalization. The Company considers RBC implications in its asset/liability
management strategies.

Changes in statutory capital requirements for our variable annuity products under an NAIC initiative known as C-3 Phase
II became effective as of December 31, 2005.

The NAIC has developed a set of financial relationships or tests known as the Insurance Regulatory
Information System, or IRIS, to assist state regulators in monitoring the financial condition of insurance companies and identifying companies that require special attention or action by insurance regulatory authorities. Insurance
companies generally submit data annually to the NAIC, which in turn analyzes the data using prescribed financial data ratios, each with defined usual ranges. Generally, regulators will begin to investigate or monitor an insurance company
if ratios fall outside the usual ranges for four or more of the ratios. If an insurance company has insufficient capital, regulators may act to reduce the amount of insurance it can issue. The Company is not currently subject to regulatory scrutiny
based on these ratios.

Risk-Based Capital

In order to
enhance the regulation of insurers solvency, the NAIC adopted a model law to implement risk-based capital requirements for life insurance companies. All states have adopted the NAICs model law or a substantially similar law. The
risk-based capital, or RBC, calculation, which regulators use to assess the sufficiency of an insurers statutory capital, measures the risk characteristics of a companys assets, liabilities and certain off-balance sheet items. In
general, RBC is calculated by applying factors to various asset, premium, claim, expense and reserve items. Within a given risk category,



6



---

##### Table of Contents

these factors are higher for those items with greater underlying risk and lower for items with lower underlying risk. Insurers that have less statutory
capital than the RBC calculation requires are considered to have inadequate capital and are subject to varying degrees of regulatory action depending upon the level of capital inadequacy. The RBC ratios for the Company are above the ranges that
would require any regulatory or corrective action. These RBC ratios may also impact our credit and financial strength ratings, as discussed in Managements Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Capital Resources.

Federal Tax Regulation

Current U.S. federal income tax laws generally permit certain holders to defer taxation on the build-up of value of annuities and life insurance products until payments are actually made to the policyholder or other
beneficiary and to exclude from taxation the death benefit paid under a life insurance contract. Congress from time to time considers legislation that could make our products less attractive to consumers, including legislation that would reduce or
eliminate the benefit of this deferral on some annuities and insurance products, as well as other types of changes that could reduce or eliminate the attractiveness of annuities and life insurance products to consumers, such as repeal of the estate
tax. In addition, legislative changes could impact the amount of taxes that we pay, thereby affecting our net income.

The Economic Growth and Tax Relief
Reconciliation Act of 2001 and the Jobs and Growth Tax Relief Reconciliation Act of 2003 generally provided for lower income tax, capital gains and dividend tax rates that had the effect of reducing the benefits of tax deferral on the build-up of
value of annuities and life insurance products. The 2001 Act also included provisions that eliminate over time the estate, gift and generation skipping taxes and partially eliminates the step up in basis rules applicable to property held in a
decedents estate. These reduced rates, which are due to sunset in 2011, may hinder our sales and result in increased surrenders of insurance and annuity products.

The U.S. Treasury Department and the Internal Revenue Service intend to address through regulations the methodology to be followed in determining the dividends received deduction, or DRD, related to variable life
insurance and annuity contracts. The DRD reduces the amount of dividend income subject to U.S. tax and is a significant component of the difference between our actual tax expense and expected amount determined using the federal statutory tax rate of
35%. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through regulations or legislation, could increase our actual tax expense and reduce our net income.

The products we sell have different tax characteristics, in some cases generating tax deductions. Certain of our products are significantly dependent on these
characteristics and our ability to continue to generate taxable income, which are taken into consideration when pricing products and are a component of our capital management strategies. Accordingly, a change in tax law, our ability to generate
taxable income, or other factors impacting the availability of the tax characteristics generated by our products, could impact product pricing and returns.

Market Conduct Regulation

State insurance laws and regulations include numerous provisions governing the marketplace activities of
insurers, including provisions governing the form and content of disclosure to consumers, illustrations, advertising, sales practices and complaint handling. State regulatory authorities generally enforce these provisions through periodic market
conduct examinations.

State Securities Regulation

In
certain states, our variable annuity products are considered securities within the meaning of state securities laws. Sales activities with respect to these products generally are subject to state securities regulation. Such regulation
may affect investment advice, sales and related activities for these products.

Insurance Guaranty Association Assessments

Each state has insurance guaranty association laws under which insurers doing business in the state are members and may be assessed by state insurance guaranty
associations for certain obligations of insolvent insurance companies to policyholders and claimants. Typically, states assess each member insurer in an amount related to the member insurers proportionate share of the business written by all
member insurers in the state. While we cannot predict the amount and timing of any future assessments on the Company under these laws, we have established reserves that we believe are adequate for assessments relating to insurance companies that are
currently subject to insolvency proceedings.

Federal Regulation

Our variable annuity products and market value adjustment annuities, generally are securities within the meaning of federal securities laws, registered under the federal securities laws and subject to
regulation by the SEC and FINRA. Although the federal government does not comprehensively regulate the business of insurance, federal legislation and administrative policies in several areas, including taxation, financial services regulation and
pension and welfare benefits regulation, can significantly affect the insurance industry. Congress also periodically considers and is considering laws affecting privacy of information and genetic testing that could significantly and adversely affect
the insurance industry.



7



---

##### Table of Contents

In view of recent events involving certain financial institutions, it is possible that the U.S. federal government will
heighten its oversight of companies in the financial services industry such as us, including possibly through a federal system of insurance regulation.

USA Patriot Act

The USA Patriot Act of 2001, enacted in response to the terrorist attacks on September 11, 2001, contains anti-money
laundering and financial transparency laws and mandates the implementation of various new regulations applicable to broker-dealers and other financial services companies, including insurance companies. The Patriot Act seeks to promote cooperation
among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Anti-money laundering laws outside of the U.S. contain provisions that may be different, conflicting
or more rigorous. The increased obligations of financial institutions to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies, and share
information with other financial institutions require the implementation and maintenance of internal practices, procedures and controls.

Legislative
and Regulatory Reforms

Federal and state regulators are devoting substantial attention to the variable annuity business. As a result of publicity
relating to widespread perceptions of industry abuses, numerous legislative and regulatory reforms have been proposed or adopted with respect to revenue sharing, market timing, late trading, suitability and other issues. It is difficult to predict
at this time whether changes resulting from new laws and regulations will affect our product offerings and, if so, to what degree.

Privacy Regulation

Federal and state law and regulation require financial institutions and other businesses to protect the security and confidentiality of personal
information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their
practices relating to protecting the security and confidentiality of that information. State laws regulate use and disclosure of social security numbers and require notice to affected individuals, law enforcement, regulators and others if there is a
breach of the security of certain personal information, including social security numbers, and require all holders of certain personal information to protect the security of the data. Federal regulations require financial institutions and creditors
to implement effective programs to detect, prevent, and mitigate identity theft. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to
consumers and customers. Federal law and regulation regulate the permissible uses of certain personal information, including consumer report information. Federal and state governments and regulatory bodies may be expected to consider additional or
more detailed regulation regarding these subjects and the privacy and security of personal information.

Item 1A. Risk
Factors

You should carefully consider the following risks. These risks could materially affect our business, results of operations or financial
condition or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject
include, but are not limited to, the factors mentioned under Forward-Looking Statements above and the risks of our businesses described elsewhere in this Annual Report on Form 10-K.

The Company is a wholly owned subsidiary of Pruco Life Insurance Company and indirectly owned by Prudential Financial. It is possible that we may need to rely on our
parent company to meet our liquidity needs in the future.

Our business and our results of operations have been materially adversely affected by the
adverse conditions in the global financial markets and economic conditions generally. Our business, results of operations and financial condition may be further adversely affected, possibly materially, if these conditions persist or deteriorate. We
cannot predict the effect of governmental actions in response to the current financial crisis.

Our results of operations have been materially
adversely affected by conditions in the global financial markets and the economy generally, both in the U.S. and elsewhere around the world. The stress experienced by global financial markets that began in the second half of 2007 has continued
and substantially increased since then. The volatility and disruption in the global financial markets have reached unprecedented levels. The availability and cost of credit has been materially affected. These factors, combined with economic
conditions in the U.S. including depressed home prices and increasing foreclosures, falling equity market values, declining business and consumer confidence and rising unemployment, have precipitated a severe economic recession and fears of even
more severe and prolonged adverse economic conditions.



8



---

##### Table of Contents

The global fixed-income markets are experiencing a period of both extreme volatility and limited market liquidity
conditions, which has affected a broad range of asset classes and sectors. As a result, the market for fixed income instruments has experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probability of
default. Global equity markets have also been experiencing heightened volatility. These events and the continuing market upheavals have had and may continue to have an adverse effect on us. Our revenues are likely to decline in such circumstances,
the cost of meeting our obligations to our customers may increase, and our profit margins would likely erode. In addition, in the event of a prolonged or severe economic downturn, we could incur significant losses in our investment portfolio.

The demand for our products could be adversely affected in an economic downturn characterized by higher unemployment, lower family income, lower consumer
spending, lower corporate earnings and lower business investment. We also may experience a higher incidence of claims and lapses or surrenders of policies. Our policyholders may choose to defer or stop paying insurance premiums. We cannot predict
definitively whether or when such actions, which could impact our business, results of operations, cash flows and financial condition, may occur.

In
response to the market dislocation affecting the banking system and financial markets, on October 3, 2008, President Bush signed the Emergency Economic Stabilization Act of 2008, or EESA, into law. Pursuant to the EESA, the U.S. Treasury
has the authority to, among other things, purchase up to $700 billion of mortgage-backed and other securities from financial institutions for the purpose of stabilizing the financial markets. On October 14, 2008, the U.S. Treasury
announced that it would use EESA authority to invest an aggregate of $250 billion (of the first $350 billion released under EESA) in capital issued by qualifying U.S. financial institutions under the U.S. Treasurys Capital Purchase Program,
which is part of the Troubled Asset Relief Program, or TARP. The TARP Capital Purchase Program involves the issuance by qualifying institutions of preferred stock and warrants to purchase common stock to the U.S. Treasury. Concurrently, in
coordination with the U.S. Treasury, the FDIC announced the Temporary Liquidity Guarantee Program, through which it guarantees certain newly issued senior unsecured debt issued by FDIC insured institutions and their qualifying holding companies, as
well as funds over $250,000 in non-interest-bearing transaction deposit accounts. In addition, since March 2008, the Federal Reserve has created several lending facilities to stabilize financial markets. Most recently, on November 25, 2008, the
Federal Reserve announced the Term Asset-Backed Securities Loan Facility, or TALF. The TALF has not yet been implemented but is designed to provide secured financing for newly issued asset-backed securities backed by certain types of consumer and
small business loans.

On February 10, 2009, the U.S. Treasury announced a Financial Stability Plan to build upon existing programs and earmark the
second $350 billion of funds that were authorized under the EESA and released in January 2009. The elements of the Financial Stability Plan, as described by the U.S. Treasury, are a Capital Assistance Program and Financial Stability Trust to make
capital available to financial institutions through additional purchases of preferred stock, a Public-Private Investment Fund to buy legacy loans and assets from financial institutions, a Consumer and Business Lending Initiative to restart
securitization markets for loans to consumers and businesses by expanding upon TALF, and a comprehensive housing program to, among other things, help reduce mortgage payments and interest rates. The U.S. Treasury has stated that the Financial
Stability Plan will require high levels of transparency and accountability standards and dividend, acquisition and executive compensation restrictions for financial institutions that receive government assistance going forward.

Our ultimate parent, Prudential Financial, has applied to participate in the Capital Purchase Program, although no determination with respect to its participation has
been made. Prudential Financial also continues to evaluate other government sponsored programs for which it may be eligible.

The U.S. federal government
has taken or is considering taking other actions to address the financial crisis that could further impact our business. We cannot predict with any certainty whether these actions will be effective or the effect they may have on the financial
markets or on our business, results of operations, cash flows and financial condition.

Markets in the United States and elsewhere have experienced
extreme and unprecedented volatility and disruption, with adverse consequences to our liquidity, access to capital and cost of capital. A continuation or deterioration in these conditions may significantly affect our ability to meet liquidity needs,
our access to capital and our cost of capital.

Adverse capital market conditions have affected and may continue to affect the availability and cost of
borrowed funds and could impact our ability to refinance existing borrowings, thereby ultimately impacting our profitability and ability to support or grow our businesses. We need liquidity to pay our operating expenses, interest on our debt and
dividends on our capital stock and replace certain maturing debt obligations. Without sufficient liquidity, we could be forced to curtail certain of our operations, and our business could suffer. The principal sources of our liquidity are insurance
premiums, annuity considerations, deposit funds and cash flow from our investment portfolio and assets, consisting mainly of cash or assets that are readily convertible into cash. Sources of liquidity in normal markets also include a variety of
short- and long-term instruments, including securities lending and repurchase agreements, and commercial paper.



9



---

##### Table of Contents

Disruptions, uncertainty or volatility in the financial markets have limited and may be expected to continue to limit our
access to capital required to operate our business, most significantly our insurance operations. These market conditions may limit our ability to replace, in a timely manner, maturing debt obligations and access the capital necessary to grow our
business, replace capital withdrawn by customers or raise new capital required as a result of volatility in the markets. As a result, we may be forced to delay raising capital, issue shorter tenor securities than would be optimal, bear an
unattractive cost of capital or be unable to raise capital at any price, which could decrease our profitability and significantly reduce our financial flexibility. Actions we might take to access financing may in turn cause rating agencies to
reevaluate our ratings.

In the event current resources do not satisfy our needs, we may have to seek additional financing. The availability of additional
financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to the financial services industry, and our credit ratings and credit capacity. Our internal sources of
liquidity may prove to be insufficient, and in such case, we may not be able to successfully obtain additional financing on favorable terms, or at all.

The Risk Based Capital, or RBC, ratio is the primary measure by which we evaluate our capital adequacy. We manage our RBC ratio to a level consistent with a AA ratings objective; however, rating agencies take into account a
variety of factors in assigning ratings in addition to RBC levels. RBC is determined by statutory rules that consider risks related to the type and quality of the invested assets, insurance-related risks associated with our products, interest rate
risks and general business risks. The RBC ratio calculations are intended to assist insurance regulators in measuring the adequacy of our statutory capitalization. As of December 31, 2008, we estimate that our total capital met RBC levels
required to meet our ratings objectives. Subsequent to September 30, 2008 market conditions negatively impacted our level of capital and caused Prudential Financial to take capital management actions to maintain capital consistent with these
ratings objectives, which included redeployment of financial resources from internal sources.

A continuation or worsening of the disruptions in the credit
and capital markets could adversely affect our ability to access sources of liquidity, as well as threaten to reduce our capital below a level that is consistent with our existing ratings objectives. Therefore, we may need to take additional
actions, which may include but are not limited to: (1) additional capital management activities; (2) further access to our alternative sources of liquidity; (3) accelerating or restructuring loans extended to affiliates;
(4) access to external sources of capitals; (5) limiting or curtailing sales of certain products and/or restructuring existing products; (6) undertaking asset sales; and (7) seeking temporary or permanent changes to regulatory
rules. Certain of these actions could require regulatory approval.

Market fluctuations and general economic, market and political conditions may
adversely affect our business and profitability.

Even under relatively more favorable market conditions (such as those prevailing before the second
half of 2007), our insurance and annuity products as well as our investment returns and our access to and cost of financing, are sensitive to fixed income, equity, real estate and other market fluctuations and general economic, market and political
conditions. These fluctuations and conditions could adversely affect our results of operations, financial position and liquidity, including in the following respects:



| |  |  | The profitability of many of our insurance products depends in part on the value of the separate accounts supporting these products, which fluctuate substantially
depending on the foregoing conditions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Market conditions resulting in reductions in the value of assets we administer have an adverse effect on the revenues and profitability of our asset administration
services, which depend on fees related primarily to the value of assets under management, and could further decrease the value of our proprietary investments.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A change in market conditions, including prolonged periods of high inflation, could cause a change in consumer sentiment adversely affecting sales and persistency
of our products. Similarly, changing economic conditions can influence customer behavior including but not limited to increasing claims in certain annuities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales of our products may decline and lapses and surrenders of variable life and annuity products may increase if a market downturn, increased market volatility or
other market conditions result in customers becoming dissatisfied with their products.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The economic downturn and concerns about financial strength of insurers, could result in more policyholder borrowing on the cash value in their policies.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A market decline could further result in guaranteed minimum benefits contained in many of our variable annuity products being higher than current account values or
our pricing assumptions would support, requiring us to materially increase reserves for such products and may cause customers to retain contracts in-force in order to benefit from the guarantees, thereby increasing their cost to us.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



---

##### Table of Contents

| |  |  | Market conditions beyond our control determine the availability and cost of the reinsurance protection we purchase including through our affiliates. Accordingly, we
may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance on acceptable terms which could adversely affect the profitability of future business or our willingness to write future business.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hedging instruments held by the Company and affiliated reinsurers to manage product and other risks might not perform as intended or expected resulting in higher
realized losses and unforeseen cash needs. Market conditions can also increase the cost of executing product related hedges and such costs may not be recovered in the pricing of the underlying products being hedged. Our hedging strategies rely on
the performance of counterparties to such hedges. These counterparties may fail to perform for various reasons resulting in hedge ineffectiveness and higher losses.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have significant investment and derivative portfolios. Economic conditions as well as adverse capital market conditions, including but not limited to a lack of
buyers in the marketplace, volatility, credit spread changes, and benchmark interest rate changes, will impact the liquidity and value of our investments and derivatives, potentially resulting in higher realized or unrealized losses. For example, a
widening of credit spreads, such as the market has experienced recently, increases the net unrealized loss position of our investment portfolio and may ultimately result in increased realized losses. Values of our investments and derivatives can
also be impacted by reductions in price transparency, changes in assumptions or inputs we use in estimating fair value and changes in investor confidence and preferences, potentially resulting in higher realized or unrealized losses. Volatility can
make it difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may have significant period to period changes which could have a material adverse effect on our
results of operations or financial condition.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Regardless of market conditions, certain investments we hold, including private bonds are relatively illiquid. If we needed to sell these investments, we may have
difficulty doing so in a timely manner at a price that we could otherwise realize.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Market conditions could also impact our ability to fund foreseen and unforeseen cash needs, potentially inhibiting our ability to perform under our counterparty
obligations, support business initiatives and result in increased realized losses.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As described above, the adverse market and economic
conditions that began in the second half of 2007 have continued and substantially worsened. The foregoing risks are even more pronounced in these unprecedented market and economic conditions.

Interest rate fluctuations could adversely affect our businesses and profitability.

Our insurance products may be sensitive to interest rate fluctuations, and changes in interest rates could adversely affect our investment returns and results of operations, including in the following respects:



| |  |  | Some of our products expose us to the risk that changes in interest rates will reduce the spread between the amounts that we are required to pay under the contracts
and the rate of return we are able to earn on our general account investments supporting the contracts. When interest rates decline, we have to reinvest the cash income from our investments in lower yielding instruments. Since many of our policies
and contracts have guaranteed minimum interest or crediting rates or limit the resetting of interest rates, the spreads could decrease and potentially become negative. When interest rates rise, we may not be able to replace the assets in our general
account with the higher yielding assets needed to fund the higher crediting rates necessary to keep these products competitive. This risk is heightened in the current market and economic environment, in which many desired securities are unavailable.
Some of our universal life products contain other death benefits guarantees, the cost of which depend on our investment return.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in interest rates may reduce net investment income and thus our spread income which is a substantial portion of our profitability. A decline in market
interest rates could also reduce our returns from investment of equity.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | When interest rates rise, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as policyholders seek to buy
products with perceived higher returns, requiring us to sell investment assets potentially resulting in realized investment losses, or requiring us to accelerate the amortization of DAC (defined below).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A decline in interest rates accompanied by unexpected prepayments of certain investments could result in reduced investment income upon reinvestment and a decline
in our profitability. An increase in interest rates accompanied by unexpected extensions of certain lower yielding investments could result in a decline in our profitability.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in the relationship between long-term and short-term interest rates could adversely affect the profitability of some of our products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



11



---

##### Table of Contents

| |  |  | Changes in interest rates could increase our costs of financing.
| | - |  | ----------------------------------------------------------------



| |  |  | Our mitigation efforts with respect to interest rate risk are primarily focused on maintaining an investment portfolio with diversified maturities that has a
weighted average duration that is approximately equal to the duration of our estimated liability cash flow profile. However, there are practical and capital market limitations on our ability to accomplish this and our estimate of the liability cash
flow profile may be inaccurate. Due to these and other factors we may need to liquidate investments prior to maturity at a loss in order to satisfy liabilities or be forced to reinvest funds in a lower rate environment. Although we take measures to
manage the economic risks of investing in a changing interest rate environment, we may not be able to effectively mitigate, and may choose based on factors, including economic considerations, not to fully mitigate, the interest rate risk of our
assets relative to our liabilities.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If our reserves for future policyholder benefits and claims are inadequate, we may be required to
increase our reserves, which would adversely affect our results of operations and financial condition.

We establish and carry reserves to pay future
policyholder benefits and claims. Our reserves do not represent an exact calculation of liability, but rather are actuarial or statistical estimates based on models that include many assumptions and projections which are inherently uncertain and
involve the exercise of significant judgment, including as to the levels of and/or timing of receipt or payment of premiums, benefits, claims, expenses, interest credits, investment results (including equity market returns), retirement, mortality,
morbidity and persistency. We cannot determine with precision the ultimate amounts that we will pay for, or the timing of payment of, actual benefits, claims and expenses or whether the assets supporting our policy liabilities, together with future
premiums, will be sufficient for payment of benefits and claims. If we conclude that our reserves, together with future premiums, are insufficient to cover future policy benefits and claims, we would be required to increase our reserves and incur
income statement charges for the period in which we make the determination, which would adversely affect our results of operations and financial condition.

For certain of our products, market performance impacts the level of statutory reserves and statutory capital we are required to hold, and may have an adverse effect on returns on capital associated with these products. For example, equity
market declines in the fourth quarter of 2008 caused a significant increase in the level of statutory reserves and statutory capital we are required to hold in relation to our annuities business. Capacity for reserve funding structures available in
the marketplace is currently limited as a result of market conditions generally. Our ability to efficiently manage capital and economic reserve levels may be impacted, thereby impacting profitability and return on capital.

Our profitability may decline if mortality rates, morbidity rates or persistency rates differ significantly from our pricing expectations.

We set prices for many of our insurance and annuity products based upon expected claims and payment patterns, using assumptions for mortality rates, or likelihood of
death, and morbidity rates, or likelihood of sickness, of our policyholders. In addition to the potential effect of natural or man-made disasters, significant changes in mortality or morbidity could emerge gradually over time, due to changes in the
natural environment, the health habits of the insured population, treatment patterns for disease or disability, the economic environment, or other factors. Pricing of our insurance and deferred annuity products are also based in part upon expected
persistency of these products, which is the probability that a policy or contract will remain in-force from one period to the next. Persistency within our Individual Annuities business may be significantly impacted by the value of guaranteed minimum
benefits contained in many of our variable annuity products being higher than current account values in light of equity market declines. Results may also vary based on differences between actual and expected premium deposits and withdrawals for
these products. The development of a secondary market for life insurance, including life settlements or viaticals and investor owned life insurance, could adversely affect the profitability of existing business and our pricing
assumptions for new business. Significant deviations in actual experience from our pricing assumptions could have an adverse effect on the profitability of our products. Although some of our products permit us to increase premiums or adjust other
charges and credits during the life of the policy or contract, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability. Many of our products do not permit us to increase premiums or
adjust other charges and credits or limit those adjustments during the life of the policy or contract.

We may be required to accelerate the
amortization of deferred policy acquisition costs, or DAC, or recognize impairment in the value of certain investments, which could adversely affect our results of operations or financial condition.

Deferred policy acquisition costs, or DAC, represent the costs that vary with and are related primarily to the acquisition of new and renewal insurance and annuity
contracts, and we amortize these costs over the expected lives of the contracts. Management, on an ongoing basis, tests DAC recorded on our balance sheet to determine if these amounts are recoverable under current assumptions. In addition, we
regularly review the estimates and assumptions underlying DAC for those products for which we amortize DAC in proportion to gross profits. Given changes in facts and circumstances, these tests and reviews could lead to reductions in DAC that could
have an adverse effect on the results of our operations and our financial condition. Significant or sustained equity market declines as well as investment losses could result in an acceleration of amortization of the DAC related to variable annuity
and variable universal life contracts, resulting in a charge to income.



12



---

##### Table of Contents

Our valuation of fixed maturity, equity and trading securities may include methodologies, estimations and assumptions
that are subject to differing interpretations and could result in changes to investment valuations that may materially adversely affect our results of operations or financial condition.

During periods of market disruption, such as the unprecedented current market conditions, it may be difficult to value certain of our securities, such as sub-prime
mortgage backed securities, if trading becomes less frequent and/or market data becomes less observable. There are and may continue to be certain asset classes that were in active markets with significant observable data that have or may become
illiquid due to the current financial environment or market conditions. As a result, valuations may include inputs and assumptions that are less observable or require greater estimation and judgment as well as valuation methods which are more
complex. These values may not be ultimately realizable in a market transaction, and such values may change very rapidly as market conditions change and valuation assumptions are modified. Decreases in value may have a material adverse effect on our
results of operations or financial condition.

The decision on whether to record an other-than-temporary impairment or write-down is determined in part by
managements assessment of the financial condition and prospects of a particular issuer, projections of future cash flows and recoverability of the particular security as well as an evaluation of the Companys ability and intent to hold
the securities to recovery. Given current market conditions and liquidity concerns, beginning in the third quarter of 2008, our determinations of whether a decline in value is other-than-temporary have placed greater emphasis on our analysis of the
underlying credit and our ability and intent to hold the investment for a period of time to allow for a recovery of value, versus the extent and duration of a decline in value. Managements conclusions on such assessments may ultimately prove
to be incorrect as facts and circumstances change.

For a discussion of certain fixed maturity securities where the estimated fair value has declined and
remained below amortized cost by more than 15% but less than 20% and by more than 20%, respectively, see Realized Investment Gains and Losses and General Account Investments  Unrealized Losses from Fixed Maturity Securities.

We have experienced and may experience additional downgrades in our claims paying or credit ratings. A downgrade or potential downgrade in our
claims-paying or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered, increase our borrowing costs and/or hurt our relationships with creditors or trading counterparties.

Claims-paying ratings, which are sometimes referred to as financial strength ratings, represent the opinions of rating agencies regarding
the financial ability of an insurance company to meet its obligations under an insurance policy, and are important factors affecting public confidence in an insurer and its competitive position in marketing products. Credit ratings represent the
opinions of rating agencies regarding an entitys ability to repay its indebtedness. A downgrade in our claims-paying or credit ratings could limit our ability to market products, reduce our competitiveness, increase the number or value of
policies being surrendered, increase our borrowing costs, adversely affect the availability of financial guarantees, such as letters of credit, cause additional collateral requirements under certain agreements (including our securities lending
agreements), and/or hurt our relationships with creditors or trading counterparties.

In view of the difficulties experienced recently by many financial
institutions, the rating agencies have heightened the level of scrutiny that they apply to such institutions, have increased the frequency and scope of their credit reviews, have requested additional information from the companies that they rate,
and may adjust upward the capital and other requirements employed in the rating agency models for maintenance of certain ratings levels, such as our financial strength ratings. The outcome of such reviews may have adverse ratings consequences, which
could have a material adverse effect on our results of operation and financial condition.

In late September and early October, 2008, A.M. Best Company,
Inc., Fitch Ratings Ltd., Moodys Investors Service, and Standard & Poors, respectively, each revised their outlook for the U.S. life insurance sector to negative from stable, citing, among other things, the significant
deterioration and volatility in the credit and equity markets, economic and political uncertainty, and the expected impact of realized and unrealized investment losses on life insurers capital levels and profitability.

On November 21, 2008, Moodys affirmed the long-term senior debt rating of Prudential Financial at A3 and affirmed the financial strength ratings
of our life insurance subsidiaries at Aa3. Moodys also revised its outlook on our ratings to negative from stable. On February 10, 2009 Moodys placed the long-term ratings of Prudential Financial and our life insurance
subsidiaries on review for possible downgrade. The short-term ratings of Prudential Financial and Prudential Funding were affirmed with a stable outlook.

On December 2, 2008, Fitch lowered Prudential Financials long-term senior debt rating to A- from A and lowered the financial strength ratings of our life insurance subsidiaries to AA- from
AA, with ratings outlook revised from stable to negative. On February 19, 2009, Fitch lowered Prudential Financials long-term senior debt rating to BBB from A- and



13



---

##### Table of Contents

the short-term rating to F2 from F1. Fitch also downgraded the financial strength ratings of our life insurance subsidiaries to
A+ from AA- and the short-term rating of Prudential Funding, LLC to F1 from F1+. The outlook for all ratings remains negative.

On December 11, 2008, A.M. Best affirmed the financial strength rating of A+ for our life insurance subsidiaries and affirmed the credit rating of a- for Prudential Financials
long-term senior debt. The outlook for the financial strength ratings remained stable and the outlook for the long-term senior debt credit rating was revised to stable from positive.

On February 17, 2009, S&P lowered Prudential Financials long-term senior debt rating to A from A+ and affirmed the AA ratings of our life insurance subsidiaries. The
long-term ratings outlook was revised from stable to negative.

On February 26, 2009, S&P lowered the financial strength ratings of our life
insurance subsidiaries to AA- from AA and affirmed Prudential Financials long-term senior debt ratings as A. The outlook for both ratings was revised from negative to stable.

As a result of the ratings action taken by Fitch on February 19, 2009, Prudential Financial is no longer eligible to participate in the Commercial Paper Funding
Facility sponsored by the Federal Reserve Bank of New York, although Prudential Funding, LLC continues to be eligible.

We cannot predict what additional
actions rating agencies may take, or what actions we may take in response to the actions of rating agencies, which could adversely affect our business. As with other companies in the financial services industry, our ratings could be downgraded at
any time and without notice by any rating agency.

We may be unable to effectively implement certain capital management activities as a result of
ratings downgrades, and changes in credit spreads, or for other reasons.

The NAIC has adopted a Model Regulation entitled Valuation of Life
Insurance Policies, commonly known as Regulation XXX, and a supporting Guideline entitled The Application of the Valuation of Life Insurance Policies, commonly known as Guideline AXXX. The Regulation and
supporting Guideline require insurers to establish statutory reserves for term and universal life insurance policies with long-term premium guarantees that are consistent with the statutory reserves required for other individual life insurance
policies with similar guarantees. Many market participants believe that this level of reserves is excessive, and we have implemented reinsurance and capital management actions to mitigate the impact of Regulation XXX and Guideline AXXX on our term
and universal life insurance business with affiliates. However, we may not be able to implement actions to mitigate the impact of Regulation XXX or Guideline AXXX on future sales of term or universal life insurance products, thereby potentially
resulting in an adverse impact on returns on capital associated with these products, and possibly requiring us to reduce our sales of these products or implement measures that may be disruptive to our business.

As we continue to underwrite term and universal life business, we expect these affiliates to incur borrowing in 2009 to finance statutory reserves required under
Regulation XXX and Guideline AXXX. However, based on current market conditions, these affiliates may not be able to finance these needs. We are currently reviewing both internal and external sources of funding to address these needs.

Losses due to defaults by others, including issuers of investment securities or reinsurance, bond insurers and derivative instrument counterparties, downgrades in the
ratings of securities we hold or of bond insurers, and insolvencies of insurers in jurisdictions where we write business, could adversely affect the value of our investments, the realization of amounts contractually owed to us, result in assessments
or additional statutory capital requirements or reduce our profitability.

Issuers and borrowers whose securities or loans we hold, customers, trading
counterparties, counterparties under swaps and other derivative contracts, reinsurers, clearing agents, exchanges, clearing houses and other financial intermediaries and guarantors, including bond insurers, may default on their obligations to us due
to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud or other reasons. Such defaults, instances of which have occurred in recent months, could have an adverse effect on our results of operations and
financial condition. A downgrade in the ratings of bond insurers could also result in declines in the value of our fixed maturity investments supported by guarantees from bond insurers.

Under state insurance guaranty association laws, we are subject to assessments based on the share of business we write in the relevant jurisdiction for certain obligations of insolvent insurance companies to
policyholders and claimants.

Amounts that we expect to collect under current and future contracts, are subject to counterparty risk.



14



---

##### Table of Contents

Intense competition could adversely affect our ability to maintain or increase our market share or profitability.

In each of our businesses we face intense competition, both for the ultimate customers for our products and, in many businesses, for distribution through
non-affiliated distribution channels. We compete based on a number of factors including brand recognition, reputation, quality of service, quality of investment advice, investment performance of our products, product features, scope of distribution
and distribution arrangements, price, perceived financial strength and claims-paying and credit ratings. A decline in our competitive position as to one or more of these factors could adversely affect our profitability and assets under management.
Many of our competitors are large and well established and some have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations or
have higher claims-paying or credit ratings than we do. We could be subject to claims by competitors that our products infringe their patents, which could adversely affect our sales, profitability and financial position. The proliferation and growth
of non-affiliated distribution channels puts pressure on our captive sales channels to increase their productivity and reduce their costs in order to remain competitive, and we run the risk that the marketplace will make a more significant or rapid
shift to non-affiliated or direct distribution alternatives than we anticipate or are able to achieve ourselves, potentially adversely affecting our market share and results of operations. Competition for personnel in all of our business is intense.
The loss of personnel could have an adverse effect on our business and profitability.

Changes in U.S. federal income tax law or in the income tax laws
of other jurisdictions in which we operate could make some of our products less attractive to consumers and increase our tax costs.

Current U.S.
federal income tax laws generally permit certain holders to defer taxation on the build-up of value of annuities and life insurance products until payments are actually made to the policyholder or other beneficiary and to exclude from taxation the
death benefit paid under a life insurance contract. Congress from time to time considers legislation that could make our products less attractive to consumers, including legislation that would reduce or eliminate the benefit of this deferral on some
annuities and insurance products, as well as other types of changes that could reduce or eliminate the attractiveness of annuities and life insurance products to consumers, such as repeal of the estate tax.

For example, the Economic Growth and Tax Relief Reconciliation Act of 2001 and the Jobs and Growth Tax Relief Reconciliation Act of 2003 generally provided for lower
income tax, capital gains and dividend tax rates that had the effect of reducing the benefits of tax deferral on the build-up of value of annuities and life insurance products. Continuation of these reduced rates, which are due to sunset in 2011,
may hinder our sales and result in the increased surrender of insurance and annuity products.

Congress, as well as state and local governments, also
considers from time to time legislation that could increase the amount of corporate taxes we pay. For example, changes in the law relating to tax reserving methodologies for term life or universal life insurance policies with secondary guarantees
could result in higher corporate taxes. If such legislation is adopted our net income could decline.

The U.S. Treasury Department and the Internal Revenue
Service intend to address through regulations the methodology to be followed in determining the dividends received deduction, or DRD, related to variable life insurance and annuity contracts. The DRD reduces the amount of dividend income subject to
tax and is a significant component of the difference between our actual tax expense and expected amount determined using the federal statutory tax rate of 35%. A change in the DRD, including the possible retroactive or prospective elimination of
this deduction through regulations or legislation, could increase our actual tax expense and reduce our net income.

The products we sell have different
tax characteristics, in some cases generating tax deductions. The level of profitability of certain of our products are significantly dependent on these characteristics and our ability to continue to generate taxable income, which are taken into
consideration when pricing products and are a component of our capital management strategies. Accordingly, a change in tax law, our ability to generate taxable income, or other factors impacting the availability of the tax characteristics generated
by our products, could impact product pricing and returns.

Our businesses are heavily regulated and changes in regulation may reduce our profitability.

Our business is subject to comprehensive regulation and supervision. The purpose of this regulation is primarily to protect our customers. Many of the
laws and regulations to which we are subject are regularly re-examined, and existing or future laws and regulations may become more restrictive or otherwise adversely affect our operations. This is particularly the case under current market
conditions.

We are subject to the rules and regulations of the SEC relating to public reporting and disclosure, accounting and financial reporting, and
corporate governance matters. The Sarbanes-Oxley Act of 2002 and rules and regulations adopted in furtherance of that Act have substantially increased the requirements in these and other areas for us.

Many insurance regulatory and other governmental or self-regulatory bodies have the authority to review our products and business practices and those of our agents and
employees and to bring regulatory or other legal actions against us if, in their



15



---

##### Table of Contents

view, our practices, or those of our agents or employees, are improper. These actions can result in substantial fines, penalties or prohibitions or
restrictions on our business activities and could adversely affect our business, reputation, results of operations or financial condition. For a discussion of material pending litigation and regulatory matters, see Contingent Liabilities and
Litigation and Regulatory Matters in the Notes to Financial Statements included in this Annual Report on Form 10-K.

Insurance regulators, as well as
industry participants, have also begun to consider potentially significant changes in the way in which statutory reserves and statutory capital are determined, particularly for products with embedded options and guarantees. New regulatory capital
requirements have already gone into effect for variable annuity products. The timing of, and extent of, such changes to the statutory reporting framework are uncertain; however, the result could be increases to statutory reserves and capital, and an
adverse effect on our products, sales and operating costs.

In view of recent events involving certain financial institutions, it is possible that the U.S.
federal government will heighten its oversight of companies in the financial services industry such as us, including possibly through a federal system of insurance regulation. We cannot predict whether this or other proposals will be adopted, or
what impact, if any, such proposals or, if enacted, such laws, could have on our business, financial condition or results of operations.

Compliance with
applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase our direct and indirect compliance and other expenses of doing business, thus having a material adverse
effect on our financial condition and results of operations.

Legal and regulatory actions are inherent in our businesses and could adversely affect our
results of operations or financial position or harm our businesses or reputation.

We are, and in the future may be, subject to legal and regulatory
actions in the ordinary course of our businesses. Some of these proceedings have been brought on behalf of various alleged classes of complainants. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including
punitive or exemplary damages. Substantial legal liability in these or future legal or regulatory actions could have an adverse affect on us or cause us reputational harm, which in turn could harm our business prospects.

Material pending litigation and regulatory matters affecting us, and certain risks to our businesses presented by such matters, are discussed under Contingent
Liabilities and Litigation and Regulatory Matters in the Notes to Financial Statements included in this Annual Report on Form 10-K. Our litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope,
their outcome cannot be predicted. Our reserves for litigation and regulatory matters may prove to be inadequate. It is possible that our results of operations or cash flow in a particular quarterly or annual period could be materially affected by
an ultimate unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Companys litigation and regulatory
matters, it is also possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on the Companys financial position.

The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of
terrorism and military actions, could adversely affect our results of operations or financial condition, including in the following respects:



| |  |  | Catastrophic loss of life due to natural or man-made disasters could cause us to pay benefits at higher levels and/or materially earlier than anticipated and could
lead to unexpected changes in persistency rates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A natural or man-made disaster could result in losses in our investment portfolio or the failure of our counterparties to perform, or cause significant volatility
in global financial markets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A terrorist attack affecting financial institutions in the United States or elsewhere could negatively impact the financial services industry in general and our
business operations, investment portfolio and profitability in particular. As previously reported, in August 2004, the U.S. Department of Homeland Security identified our Newark, New Jersey facilities, along with those of several other financial
institutions in New York and Washington, D.C., as possible targets of a terrorist attack.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pandemic disease, caused by a virus such as H5N1 (the Avian flu virus), could have a severe adverse effect on our business. The potential impact of such
a pandemic on our results of operations and financial position is highly speculative, and would depend on numerous factors, including: the probability of the virus mutating to a form that can be passed from human to human; the rate of contagion if
and when that occurs; the regions of the world most affected; the effectiveness of treatment for the infected population; the rates of mortality and morbidity among various segments
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



---

##### Table of Contents

| | of the insured versus the uninsured population; the collectibility of reinsurance; the possible macroeconomic effects of a pandemic on the Companys
asset portfolio; the effect on lapses and surrenders of existing policies, as well as sales of new policies; and many other variables.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There can be no assurance that our business continuation plans and insurance coverages would be effective in mitigating any negative effects on our operations or profitability in the event of a terrorist attack or other disaster.

Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which could adversely affect our businesses or
result in losses.

Our policies and procedures to monitor and manage risks, including hedging programs that utilize derivative financial instruments,
may not be fully effective and may leave us exposed to unidentified and unanticipated risks. The Company uses models in its hedging programs and many other aspects of its operations, including but not limited to the estimation of actuarial reserves,
the amortization of deferred acquisition costs and the value of business acquired, and the valuation of certain other assets and liabilities. These models rely on assumptions and projections that are inherently uncertain. Management of operational,
legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective. Past or future misconduct by our
employees or employees of our vendors could result in violations of law by us, regulatory sanctions and/or serious reputational or financial harm and the precautions we take to prevent and detect this activity may not be effective in all cases. A
failure of our computer systems or a compromise of their security could also subject us to regulatory sanctions or other claims, harm our reputation, interrupt our operations and adversely affect our business, results of operations or financial
condition.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Office space is provided by Prudential Insurance, as is described in the Notes to the Financial Statements.

Item 3. Legal Proceedings

The Company is subject to legal and regulatory actions
in the ordinary course of its businesses, including class action lawsuits. Legal and regulatory actions may include proceedings relating to aspects of the businesses and operations that are specific to the Company and that are typical of the
businesses in which the Company operates. Class action and individual lawsuits may involve a variety of issues and/or allegations, which include sales practices, underwriting practices, claims payment and procedures, premium charges, policy
servicing and breach of fiduciary duties to customers. The Company may also be subject to litigation arising out of its general business activities, such as investments and third party contracts. In certain of these matters, plaintiffs may seek
large and/or indeterminate amounts, including punitive or exemplary damages.

The Companys litigation and regulatory matters are subject to many
uncertainties, and given their complexity and scope, their outcomes cannot be predicted. It is possible that results of operations or cash flow of the Company in a particular quarterly or annual period could be materially affected by an ultimate
unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Companys litigation and regulatory matters, it is also
possible that in certain cases an ultimate unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on the Companys financial position. Management believes, however, that, based on
information currently known to it, the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on the Companys
financial position.

The foregoing discussion is limited to recent developments concerning our legal and regulatory proceedings. See Note 12 to the
Financial Statements included herein for additional discussion of our litigation and regulatory matters.



17



---

##### Table of Contents

PART II

Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company is a wholly owned subsidiary of Pruco Life Insurance Company. There is no public market for the Companys common stock.

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Managements Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is omitted pursuant to General Instruction I
(2) (a) of Form 10-K. The management narrative for Pruco Life Insurance Company of New Jersey that follows should be read in conjunction with the Forward-looking Statements included below the Table of Contents, Risk Factors,
and the Financial Statements and related notes included in this Annual Report on Form 10-K.

Managements narrative addresses the financial
condition of Pruco Life Insurance Company of New Jersey as of December 31, 2008, compared with December 31, 2007, and its results of operations for the years ended December 31, 2008 and 2007.

Overview

The Company sells interest-sensitive individual life
insurance and variable life insurance, term life insurance and individual fixed and variable annuities. These markets are subject to regulatory oversight with particular emphasis placed on company solvency and sales practices. These markets are also
subject to increasing competitive pressures as the legal barriers which have historically segregated the markets of the financial services industry have been changed through both legislative and judicial processes. Regulatory changes have opened the
insurance industry to competition from other financial institutions, particularly banks and mutual funds that are positioned to deliver competing investment products through large, stable distribution channels.

Revenues and Expenses

The Company earns revenues principally from
insurance premiums; mortality, expense, and asset administration fees from insurance and investment products; and investment of general account and other funds. The Company earns premiums primarily from the sale of term individual life insurance.
The Company earns mortality, expense fees, and asset administration fees on the servicing of separate account products including universal and variable life insurance and variable annuities. The Companys operating expenses principally consist
of insurance benefits provided, general business expenses, commissions and other costs of selling and servicing the various products we sell and interest credited on general account liabilities.

Profitability

The Companys profitability depends principally
on its ability and Prudential Insurances ability to price and manage risk on insurance products, to attract and retain customer assets, and to manage expenses. Specific drivers of our profitability include:



| |  |  | our ability to manufacture and distribute products and services and to introduce new products that gain market acceptance on a timely basis;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to price our insurance products at a level that enables us to earn a margin over the cost of providing benefits and the expense of acquiring customers
and administering those products;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our mortality and morbidity experience on individual life insurance and annuity products which can fluctuate significantly from period to period;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our persistency experience, which affects our ability to recover the cost of acquiring new business over the lives of the contracts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our cost of administering insurance contracts and providing asset management products and services;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | our returns on invested assets, including the impact of credit impairments, net of the amounts we credit to policyholders accounts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount of our assets under management and changes in their fair value, which affect the amount of asset administration fees we receive;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



18



---

##### Table of Contents

| |  |  | our ability to generate favorable investment results through asset/liability management and strategic and tactical asset allocation
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | our credit and financial strength ratings;
| | - |  | ------------------------------------------



| |  |  | our ability to effectively utilize our tax capacity;
| | - |  | ----------------------------------------------------



| |  |  | our ability to manage risk and exposures, including the degree to which, and the effectiveness of, hedging these risks and exposures.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

In addition, factors such as general economic conditions, securities, credit market conditions, regulation, competition, interest rates, and taxes affect our
profitability. In some of our product lines, we share experience on mortality, morbidity, persistency and investment results with our customers, which can offset the impact of these factors on our profitability from those products.

See Risk Factors for a discussion of risks that could materially affect the Companys business, results of operations or financial condition, or cause
the Companys actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company.

Application of Critical Accounting Policies

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, or U.S. GAAP, requires the application of accounting policies that often involve a significant degree of judgment. Management, on an ongoing basis, reviews estimates and assumptions used
in the preparation of financial statements. If management determines that modifications in assumptions and estimates are appropriate given current facts and circumstances, results of operations and financial position as reported in the Financial
Statements could change significantly.

The following sections discuss the accounting policies applied in preparing our financial statements that
management believes are most dependent on the application of estimates and assumptions.

Valuation of Investments, Including the Recognition of
Other-than-Temporary Impairments

As prescribed by GAAP, we present our fixed maturity investments classified as available for sale at fair value in
the statements of financial position. The fair values for our public fixed maturity securities are based on quoted market prices or estimates from independent pricing services, which we validate for reasonability. However, for our investments in
private securities such as private placement fixed maturity securities, which comprised 14% of our investments as of December 31, 2008, this information is not available. For these private fixed maturities, fair value is determined typically by
using a discounted cash flow model, which relies upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions and takes into account, among other things, the credit quality
of the issuer and the reduced liquidity associated with private placements. In determining the fair value of certain securities, the discounted cash flow model may also use unobservable inputs, which reflect our own assumptions about the inputs
market participants would use in pricing the asset.

For our investments classified as available for sale, the impact of changes in fair value is recorded
as an unrealized gain or loss in Accumulated other comprehensive income (loss), net, a separate component of equity. For our investments classified as trading, the impact of changes in fair value is recorded within Asset
administration fees. In addition, investments classified as available for sale, are subject to impairment reviews to identify when a decline in value is other-than-temporary. In evaluating whether a decline in value is other-than-temporary, we
consistently consider several factors including, but not limited to, the following: the extent and duration of the decline; the reasons for the decline in value (credit event, currency or interest rate related, including credit spread widening); our
ability and intent to hold the investment for a period of time to allow for a recovery of value; and the financial condition and near-term prospects of the issuer. When we determine that there is an other-than-temporary impairment, we write down the
value of the security to its fair value, with a corresponding charge to earnings. In addition, for our impairment review of asset-backed fixed maturity securities with a credit rating below AA, we forecast our best estimate of the prospective future
cash flows of the security to determine if the present value of those cash flows, discounted using the effective yield of the most recent interest accrual rate, has decreased from the previous reporting period. When a decrease from the prior
reporting period has occurred and the securitys fair value is less than its carrying value, an other-than-temporary impairment is recognized by writing the security down to its fair value, with a corresponding charge to earnings. In both
cases, this corresponding charge to earnings is referred to as an impairment. Impairments are reflected in Realized investment gains (losses), net in the statements of operations and are excluded from adjusted operating income. The new
cost basis of an impaired security is not adjusted for subsequent increases in estimated fair value. In periods subsequent to the recognition of an other-than-temporary impairment, the impaired security is accounted for as if it had been purchased
on the measurement date of the impairment. Accordingly, the discount (or reduced premium) based on the new cost basis is accreted into net investment income, and included in adjusted operating income in future periods based upon the amount and
timing of the expected future cash flows of the security, if the recoverable value of the investment based upon cash flows we can reasonably estimate, is greater than the carrying value of the investment after the impairment. The level of impairment
losses can be expected to increase when economic conditions worsen and decrease when economic conditions improve.



19



---

##### Table of Contents

Given recent market conditions and liquidity concerns, beginning in the third quarter of 2008, our determinations of
whether a decline in value of fixed maturity securities is other-than-temporary have placed greater emphasis on our internal analysis of the underlying credit and our ability and intent to hold the investment for a period of time to allow for a
recovery of value, versus the extent and duration of a decline in fair value.

Commercial mortgages which comprise 13% of our investments as of
December 31, 2008, are carried primarily at unpaid principal balances, net of unamortized premiums or discounts and a valuation allowance for losses. The valuation allowance provides for the risk of credit losses inherent in the lending process
and includes a loan specific reserve for each non-performing loan that has a specifically identified loss and a portfolio reserve for probable incurred but not specifically identified losses. Non-performing loans include those loans for which it is
probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific portion is based on our assessment as to ultimate collectability of loan principal and interest. Valuation allowances for
non-performing loans are recorded based on the present value of expected future cash flows discounted at the loans effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The portfolio reserve
for incurred but not specifically identified losses considers our past loan experience, the current credit composition of the portfolio, historical credit migration, property type diversification, default and loss severity statistics and other
relevant factors. We record subsequent increases or decreases to our valuation allowances when appropriate. Adjustments to the allowance are reflected in Realized investment gains (losses), net, in our statements of operations. The
allowance for losses can be expected to increase when economic conditions worsen and decrease when economic conditions improve.

Future Policy
Benefit Reserves

We establish reserves for future policy benefit payments to or on behalf of policyholders in the same period in which the policy is
issued. These reserves relate primarily to term life, variable and universal life, and certain annuity products.

The future policy benefit reserves at
December 31, 2008 represented 12% of our total liabilities and relate primarily to term life are determined in accordance with GAAP as the present value of expected future benefits to or on behalf of policyholders plus the present value of
future maintenance expenses less the present value of future net premiums. The expected future benefits are based on mortality, lapse, and maintenance expense and interest rate assumptions. Reserves for new business are based on best estimate
assumptions as of the date the policy is issued with provisions for the risk of adverse deviation. After our reserves are initially established, we perform premium deficiency tests using best estimate assumptions as of the testing date without
provisions for adverse deviation. If reserves determined based on these best estimate assumptions are greater than the GAAP liabilities (i.e., reserves net of any DAC asset), the existing GAAP liabilities are adjusted to the greater amount. Our best
estimate mortality assumptions are generally based on the Companys historical experience or standard industry tables, as applicable; our expense assumptions are based on current levels of maintenance costs, adjusted for the effects of
inflation; and our interest rate assumptions are based on current and expected net investment returns. We review our mortality assumptions annually. Generally, we do not expect our mortality trends to change significantly in the short term and to
the extent these trends may change we expect such changes to be gradual over the long term.

The Companys liability for future policy benefits also
includes net liabilities for guarantee benefits related to certain nontraditional long-duration life and annuity contracts, which are discussed more fully in Note 8, and certain unearned revenues.

Deferred Policy Acquisition Costs

We capitalize costs that
vary with and are related primarily to the acquisition of new and renewal insurance and annuity contracts. These costs include primarily commissions, costs of policy issuance and underwriting, and variable field office expenses. We amortize these
deferred policy acquisition costs, over the expected life of the contracts, based on the level and timing of either gross profits, or gross premiums, depending on the type of contract. As of December 31, 2008, DAC in our life business was $260
million and DAC in our annuity business was $66 million.

DAC associated with term life policies is amortized in proportion to gross premiums. We evaluate
the recoverability of our DAC related to these policies as part of our premium deficiency testing. If a premium deficiency exists, we reduce DAC by the amount of the deficiency or to zero through a charge to current period earnings. If the
deficiency is more than the DAC balance, we then increase the reserve for future policy benefits by the excess, by means of a charge to current period earnings. Generally, we do not expect significant deterioration in future experience, and
therefore do not expect significant writedowns to the related DAC.

DAC associated with the variable and universal life policies and the variable and fixed
annuity contracts are amortized over the expected life of these policies in proportion to gross profits. In calculating gross profits, we consider mortality, persistency, and other elements as well as rates of return on investments associated with
these contracts and the cost of



20



---

##### Table of Contents

contract minimum guarantees net of, where applicable, the impact of any capital markets hedging activities related to these guarantees. We regularly evaluate
and adjust the related DAC balance with a corresponding charge or credit to current period earnings for the effects of our actual gross profits and changes in our assumptions regarding estimated future gross profits. Adjustments to the DAC balance
include our quarterly adjustments for current period experience and market performance related adjustments, as discussed below, and the impact of the annual reviews of our estimate of total gross profits. We also perform recoverability testing at
the end of each reporting period to ensure the DAC balance does not exceed the present value of total estimated gross profits.

The quarterly adjustments
for current period experience referred to above reflect the cumulative impact of differences between actual gross profits for a given period and the previously estimated expected gross profits for that period. Total estimated gross profits include
both actual experience and estimates of gross profits for future periods. To the extent each periods actual experience differs from the previous estimate for that period, the assumed level of total gross profits may change. In these cases, we
recognize a cumulative adjustment to all previous periods costs, referred to as an adjustment for current period experience.

For the variable and
universal life policies a significant portion of our gross profits are derived from mortality margins. As a result, our estimates of future gross profits are significantly influenced by our mortality assumptions. Our mortality assumptions represent
our expected claims experience over the life of these policies and are developed based on Company experience. We review and update our mortality assumptions annually. Updates to our mortality assumptions in future periods could have a significant
adverse or favorable effect on the results of our operations.

The DAC balance associated with the variable and universal life policies as of
December 31, 2008 was $165 million. The following table provides a demonstration of the sensitivity of that DAC balance relative to our future mortality assumptions by quantifying the adjustments that would be required, assuming both an
increase and decrease in our future mortality rate by 1%. While the information below is for illustrative purposes only and does not reflect our expectations regarding future mortality assumptions, it is a near-term, reasonably likely hypothetical
change that illustrates the potential impact of such a change. This information considers only the effect of changes in our mortality assumptions and not changes in any other assumptions such as persistency, future rate of return, or expenses
included in our evaluation of DAC, and does not reflect changes in reserves, such as the unearned revenue reserve, which would partially offset the adjustments to the DAC balance reflected below.



|                                   |  |                            |      |  
|---------------------------------- |  | -------------------------- | ---- | -
|                                   |  | Increase/(Reduction)in DAC |     
|                                   |  | (in millions)              |     
|Decrease in future mortality by 1% |  | $                          | 2.0  |  
|Increase in future mortality by 1% |  | $                          | (2.0 | )

The future rate of return assumptions used in evaluating DAC for our variable annuity and variable life insurance
products are derived using a reversion to the mean approach, a common industry practice. Under this approach, we consider actual returns over a period of time and initially adjust future projected returns over a four year period so that the assets
grow at the long-term expected rate of return for the entire period. If the projected future rate of return over the four year period is greater than our maximum future rate of return, we use our maximum future rate of return. In light of 2008
market conditions, we have determined that adjustments to our estimate of total gross profits to reflect actual fund performance and any corresponding changes to the projected future rate of return assumptions for our variable annuity contracts
should no longer be dependent on a comparison to a statistically generated range of estimated gross profits. Instead, beginning in the fourth quarter of 2008, the projected future rate of return and our estimate of total gross profits are updated
each quarter to reflect the result of the reversion to the mean approach. These market performance related adjustments to our estimate of total gross profits result in cumulative adjustments to prior amortization, reflecting the application of the
new required rate of amortization to all prior periods gross profits. The new required rate of amortization is also applied prospectively to future gross profits in calculating amortization in future periods. For variable annuities products
and variable life policies, as of December 31, 2008, our expected rate of return for the next four years across all asset types is 10.5% and 10.9% per annum, respectively, which are our current maximum future rates of return under the
reversion to the mean approach. Included in these composite four year rates are assumptions for returns on various asset classes, including limits on implied returns on equity investments that range from 12.8% to 15.0%. Our long-term expected rate
of return across all asset types for variable annuities products and variable life policies range from 8.0% to 8.2%, depending on the specific block of business, and reflect, among other assumptions, an expected rate of return of 9.5% per annum
for equity investments.

For variable annuity contracts, DAC is more sensitive to the effects of changes in our estimates of gross profits due primarily to
the significant portion of gross profits that is dependent upon the total rate of return on assets held in separate account investment options, and the shorter average life of the contracts. This rate of return influences the fees we earn, costs we
incur associated with minimum death benefit and other contractual guarantees specific to our variable annuity contracts, as well as other sources of profit. This is also true, to a lesser degree, for our variable life policies.



21



---

##### Table of Contents

The following table provides a demonstration of the sensitivity of that DAC balance relative to our future rate of return
assumptions by quantifying the adjustments that we would be required assuming both an increase and decrease in our future rate of return by 100 basis points. While the information below is for illustrative purposes only and does not reflect our
expectations regarding future rate of return assumptions, it is a near-term, reasonably likely hypothetical change that illustrates the potential impact of such a change. This information considers only the direct effect of changes in our future
rate of return on the DAC balance and not changes in any other assumptions such as persistency, mortality, or expenses included in our evaluation of DAC. Further, this information does not reflect changes in reserves, such as the reserves for the
guaranteed minimum death and optional living benefit features of our variable annuity products, or the impact that changes in such reserves may have on the DAC balance.



|                                                         |  |                            |      |  
|-------------------------------------------------------- |  | -------------------------- | ---- | -
|                                                         |  | Increase/(Reduction)in DAC |     
|                                                         |  | (in millions)              |     
|Increase in projected rate of return by 100 basis points |  | $                          | 0.8  |  
|Decrease in projected rate of return by 100 basis points |  | $                          | (0.8 | )

See Results of Operations for a discussion of the impact of DAC amortization on our results of the
life and annuities products.

In addition to DAC, we also recognize assets for deferred sales inducements. The deferred sales inducements are recognized
and are amortized over the anticipated life of the policy using the same methodology and assumptions used to amortize deferred policy acquisition costs. For additional information about our deferred sales inducements, see Note 4 to the Financial
Statements. Deferred sales inducements are also subject to recoverability testing at the end of each reporting period to ensure that the capitalized amounts do not exceed the present value of total anticipated gross profits.

Taxes on Income

Our effective tax rate is based on income,
non-taxable and non-deductible items, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. Inherent in determining our annual tax rate are judgments regarding business plans, planning
opportunities and expectations about future outcomes.

Tax regulations require items to be included in the tax return at different times from the items
reflected in the financial statements. As a result, the effective tax rate reflected in the financial statements is different than the actual rate applied on the tax return. Some of these differences are permanent such as expenses that are not
deductible in our tax return, and some differences are temporary, reversing over time, such as valuation of insurance reserves. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can
be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has
been deferred, or expenditures for which we have already taken a deduction in our tax return but have not yet recognized in our financial statements.

The
application of U.S. GAAP requires us to evaluate the recoverability of our deferred tax assets and establish a valuation allowance if necessary to reduce our deferred tax asset to an amount that is more likely than not to be realized. Considerable
judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance we consider many factors, including: (1) the nature of the
deferred tax assets and liabilities; (2) whether they are ordinary or capital; (3) in which tax jurisdictions they were generated and the timing of their reversal; (4) taxable income in prior carryback years as well as projected
taxable earnings exclusive of reversing temporary differences and carryforwards; (5) the length of time that carryovers can be utilized in the various taxing jurisdictions; (6) any unique tax rules that would impact the utilization of the
deferred tax assets; and (7) any tax planning strategies that we would employ to avoid a tax benefit from expiring unused. Although realization is not assured, management believes it is more likely than not that the deferred tax assets, net of
valuation allowances, will be realized.

Our accounting represents managements best estimate of future events that can be appropriately reflected in
the accounting estimates. Certain changes or future events, such as changes in tax legislation, geographic mix of earnings and completion of tax audits could have an impact on our estimates and effective tax rate. For example, the dividends received
deduction, or DRD, reduces the amount of dividend income subject to tax and is a significant component of the difference between our actual tax expense and the expected amount determined using the federal statutory tax rate of 35%. The U.S. Treasury
Department and the Internal Revenue Service, or IRS, intend to address through regulations the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. A change in the DRD, including the possible
retroactive or prospective elimination of this deduction through regulations or legislation, could increase our actual tax expense and reduce our net income.



22



---

##### Table of Contents

On January 1, 2007, we adopted FIN No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or
expects to take on a tax return. FIN No. 48 is a two-step process, the first step being recognition. We determine whether it is more likely than not, based on the technical merits, that the tax position will be sustained upon examination. If a
tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. We measure the tax position as the largest amount of benefit that
is greater than 50 percent likely of being realized upon ultimate resolution with a taxing authority that has full knowledge of all relevant information. This measurement considers the amounts and probabilities of the outcomes that could be realized
upon ultimate settlement using the facts, circumstances, and information available at the reporting date.

An increase or decrease in our effective tax
rate by one percent, would have resulted in a decline or increase in income from continuing operations in 2008 of $0.3 million.

Our liability for income
taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by the IRS or other taxing authorities. Audit periods remain open for review until the statute of limitations has
passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards, or tax attributes, the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute
of limitations for the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to our liability for income taxes. The statute of
limitations for the 2002 and 2003 U.S. Federal tax years is set to expire in 2009. The company does not anticipate any significant changes to its unrecognized tax benefit during the next 12 months. U.S. Federal tax years 2004 through 2008 are
still open for IRS examination.

On January 26, 2006, the IRS officially closed the audit of our federal income tax returns for the 1997 to 2001
periods. The statute of limitations has closed for these tax years; however, there were tax attributes which were utilized in subsequent tax years for which the statute of limitations remains open.

In August 2007, the IRS issued Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the DRD related to
variable life insurance and annuity contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspends Revenue Ruling 2007-54 and informs taxpayers that the U.S. Treasury Department and the IRS intend to address
through new regulations the issues considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts.

In December 2006, the IRS completed all fieldwork with regards to its examination of the U.S. federal income tax returns for tax years 2002 and 2003. The final report
was initially submitted to the Joint Committee on Taxation for their review in April 2007. The final report was resubmitted in March 2008 and again in April 2008. The Joint Committee returned the report to the IRS for additional review of an
industry issue regarding the methodology for calculating the DRD related to variable life insurance and annuity contracts. The IRS completed its review of the issue and proposed an adjustment with respect to the calculation of the DRD. In order to
expedite receipt of an income tax refund related to the 2002 and 2003 years, we have agreed to such adjustment. Nevertheless, we believe that our return position is technically correct. Therefore, we intend to file a protective refund claim to
recover the taxes associated with the agreed upon adjustment and to pursue such other actions as appropriate. The report, with the adjustment, was submitted to the Joint Committee on Taxation in October 2008. We were advised on January 2, 2009
that the Joint Committee completed its consideration of the report and has taken no exception to the conclusions reached by the IRS. Accordingly, the final report was processed and a refund was received. The statute of limitations for these years
will close on December 31, 2009.

In January 2007, the IRS began an examination of the U.S. federal income tax years 2004 through 2006. For the U.S.
federal income tax years 2007 and 2008, we participated in the IRSs Compliance Assurance Program, or CAP. Under CAP, the IRS assigns an examination team to review completed transactions contemporaneously during the 2007 and 2008 tax years in
order to reach agreement with us on how they should be reported in the tax return. If disagreements arise, accelerated resolutions programs are available to resolve the disagreements in a timely manner before the tax return is filed. It is
managements expectation this program will shorten the time period between the filing of our federal income tax return and the IRSs completion of its examination of the return.

Reserves for contingencies

A contingency is an existing
condition that involves a degree of uncertainty that will ultimately be resolved upon the occurrence of future events. Under GAAP, reserves for contingencies are required to be established when the future event is probable and its impact can be
reasonably estimated. An example is the establishment of a reserve for losses in connection with an unresolved legal matter. The initial reserve reflects managements best estimate of the probable cost of ultimate resolution of the matter and
is revised accordingly as facts and circumstances change and, ultimately, when the matter is brought to closure.



23



---

##### Table of Contents

Recently Issued Accounting Pronouncements

See Note 2 to the Financial Statements for a discussion of recently issued accounting pronouncements.

Effective New
Accounting Policies Adopted

See Note 2 to the Financial Statements for a discussion of new accounting policies adopted.

The Companys Changes in Financial Condition and Results of Operations are described below.

Changes in Financial Position

2008 versus 2007

Total assets decreased by $463 million, from $4.697 billion at December 31, 2007 to $4.234 billion at December 31, 2008. The largest decrease was in separate account assets, which decreased $619 million,
from $2.926 billion at December 31, 2007 to $2.307 billion at December 31, 2008, primarily driven by equity market depreciation during the current year. Fixed maturities decreased by $108 million, from $904 million at December 31,
2007 to $796 million at December 31, 2008. This was primarily driven by additional unrealized losses of $70 million driven by market depreciation and reinvestments in commercial loans. The decline was partially offset by transfers from our
separate account to our general account due to an automatic rebalancing element in certain of our living benefit features on our annuity products. Also contributing to the increase was continued reinvestment of cash flows from business operations
and reinvestment of investment income in our life business primarily due to continued growth of our universal business. These declines are partially offset by the items discussed below.

Commercial loans increased $45 million, from $102 million at December 31, 2007 to $147 million at December 31, 2008, due to continued investments in commercial loans.

Cash and cash equivalents are higher by $37 million from $33 million at December 31, 2007 to $70 million at December 31, 2008 from positive cash flows from
financing activities.

Deferred policy acquisition costs increased by $54 million from $273 million at December 31, 2007, to $327 million at
December 31, 2008, primarily driven by capitalization of acquisition costs from the continued growth of term life insurance sales.

Reinsurance
recoverables from parent and affiliates increased by $114 million from $187 million at December 31, 2007, to $301 million at December 31, 2008. This increase was primarily due to continued growth in term in-force covered by PARCC
coinsurance agreement and increased living benefit embedded derivatives resulting from market declines on our annuity products covered under Pruco Re. (see Note 13 to the Financial Statements).

Total liabilities decreased by $450 million from $4.270 billion at December 31, 2007, to $3.820 billion at December 31, 2008, primarily due to a decline in
separate account liabilities of $619 million due to market depreciation during the current year. Future policy benefits and other policyholder liabilities increased by $145 million, from $313 million at December 31, 2007 to $458 million at
December 31, 2008, primarily due to an increase in the liability for living benefit embedded derivatives resulting from equity market declines. Also contributing was the increases to life reserves as a result of sales and renewals of term
products. Policyholder account balances increased by $104 million from $806 million at December 31, 2007 to $910 million at December 31, 2008, primarily due to transfers to our general account due to an automatic rebalancing element in
certain of our living benefit annuity features and continued universal life products sales. The Companys short-term borrowings from an affiliate used to provide short-term working capital decreased by $55.8 million from $55.9 million at
December 31, 2007 to $.1 million at December 31, 2008 due to payments. Total securities lending position at December 31, 2008 decreased by $2 million from December 31, 2007. The relative amounts of cash collateral for loaned
securities and securities sold under agreements to repurchase decreased $10 million and increased $8 million, respectively.

Results of Operations

2008 to 2007 Annual Comparison

Net Income

Net income of $22 million for 2008 decreased $18 million from $40 million in 2007. Net income for 2008 included net charges of $10 million before taxes
reflecting the impact of the annual reviews in the third quarter of our estimate of total gross profits for life and annuities as well as market performance adjustments to our estimate of total gross profits on our



24



---

##### Table of Contents

annuity products in the fourth quarter. Net income for 2007 included a $1 million benefit before taxes resulting from the annual review in the third quarter,
primarily related to lower benefits expected under guaranteed income benefit features on variable annuity products. Absent the impacts of the annual reviews conducted in the third quarter and market performance adjustments in the fourth quarter, net
income was $8 million lower than the prior year mainly driven by higher realized losses of $25 million due to mark-to-market on embedded derivatives associated with a dollar denominated foreign investment and realized losses from impairments of
fixed maturities. This decline was partially offset by higher fee income of $5 million from growth in our universal life insurance and lower income tax expense of $11 million.

As mentioned above, results for both periods include the impact of an annual review of our estimate of total gross profits used as a basis for amortizing deferred policy acquisition and other costs and unearned
revenue reserves for our variable and universal life products and deferred policy acquisition costs, deferred sales inducements and the reserves for guaranteed minimum death and income benefit features of our annuity products. In calculating gross
profits, we consider mortality, persistency, and other elements as well as rates of returns on investments associated with these contracts, and include profits and losses related to these contracts that are reported in affiliated legal entities
other than the Company as a result of, for example, reinsurance agreements with those affiliated entities. The current year included a $1 million decline before taxes due to the annual review in the third quarter, primarily related to the impact of
guaranteed minimum death and income benefit reserves on variable annuity products. The prior year reflected a $1 million benefit in the third quarter primarily related to lower benefits expected under guaranteed income benefit features on variable
annuity products.

As mentioned above, results for 2008 also included $9 million of charges associated with market performance related adjustments to our
estimate of total gross profits to reflect actual fund performance in the fourth quarter of 2008 and corresponding changes to the future rate of return assumptions on our annuity products and life products. This adjustment for market performance
included $5 million relating to increased amortization of deferred policy acquisition and other costs and $4 million relating to reserve increases for the guaranteed minimum death and income benefit features of our variable annuity products, and
reflects additional market value decreases in the underlying assets associated with our variable annuity products. In light of recent market conditions, beginning in the fourth quarter of 2008, we determined that adjustments to our estimate of total
gross profits to reflect actual fund performance and any corresponding changes to the future rate of return assumptions should no longer be dependent on a comparison to a statistically generated range of estimated gross profits. Instead, for
purposes of evaluating deferred policy acquisition and other costs and the reserves for the guaranteed minimum death and income benefit features of our variable annuity products, total estimated gross profits are updated for these items each
quarter. Market value declines in the fourth quarter of 2008 decreased our estimates of total gross profits by establishing a new, lower starting point for the variable annuity account values used in estimating gross profits for future periods. The
decrease in our estimate of total gross profits resulted in a higher required rate of amortization and a higher rate to build reserve provisions, which was applied to all prior periods gross profits. The resulting cumulative adjustment to
prior amortization and reserve balances was recognized in the current period. In addition, the higher rate of amortization and reserves will also be applied to future gross profits in calculating amortization in future periods which, all else being
equal, will result in lower net profits in future periods.

We derive our future rate of return assumptions using a reversion to the mean approach, a
common industry practice for our variable life products and variable annuity products. Under this approach, we consider actual returns over a period of time and initially adjust future projected returns so that the assets grow at the expected rate
of return for the entire period. However, by the end of 2008, the projected future rate of return calculated using the reversion to the mean approach was greater than 10.9% on life products and 10.5% on our annuity products, our current maximum
future rate of return assumptions across all asset types for these businesses. As a result, we utilized the maximum future rate of return over a four year period, thereby limiting the impact of the reversion to the mean, and further decreasing our
estimate of total gross profits.

Revenues

Revenues
decreased by $21 million, from $165 million in 2007 to $144 million in 2008.

Net realized investment losses increased by $25 million, from realized losses
of $2 million in 2007 to realized losses of $27 million in 2008, mainly due to losses of $10 million due to mark-to-market accounting on embedded derivatives associated with a dollar denominated foreign investment and realized losses of $9 million
from impairments of fixed maturities. Also contributing was $3 million of realized losses on derivative values resulting from lower interest rates and mark-to-market losses on embedded derivatives associated with certain externally managed
investments in the European markets.

Policy charges and fee income, consisting primarily of mortality and expense charges, loading and other insurance
charges assessed on general and separate account policyholders fund balances, decreased by $1 million, from $77 million in 2007, to $76 million in 2008. Results for 2008 included a $3 million charge related to the amortization of unearned
revenue reserves based on the annual reviews in the third quarter. Results for the third quarter 2007 include a $3 million benefit from the annual review. Absent this item policy charges and fee income increased $5 million due to growth in our
universal life insurance in-force.

Benefits and Expenses

Total benefits and expenses increased by $9 million, from $109 million in 2007 to $118 million in 2008.



25



---

##### Table of Contents

Policyholders benefit and expenses, including related changes in reserves, increased by $13 million, from $17
million in 2007, to $30 million in 2008. The increase was mainly driven by the annual review in both periods, discussed above, due to increased reserves for guaranteed minimum death benefits and income benefits of $2 million in third quarter 2008.
The prior year benefited $1 million from the annual review conducted in the third quarter due to lower reserves. Also contributing in 2008 was $4 million of charges relating to reserve increases for the guaranteed minimum death and income benefit of
our variable annuity contracts in the fourth quarter, as discussed above. Absent the impacts of the annual reviews conducted in both periods and additional market performance adjustments policyholders benefit and expenses, including related
changes in reserves, increased $5 million primarily due to reserve growth in the term life business due to continued sales.

General, administrative, and
other expenses decreased by $4 million from $61 million in 2007 to $57 million in 2008. The current year benefited $3 million due to the result of annual reviews in the third quarter, discussed above. The prior year increased $3 million from the
annual review conducted in the third quarter of 2007. Fourth quarter 2008 expenses included an $5 million increase in amortization of deferred policy acquisition costs due to market and reversion to the mean assumptions on our variable annuity and
life business. Absent the impacts of the annual reviews conducted in both periods and reversion to the mean assumptions, general, administrative, and other expenses decreased $3 million in 2008, primarily driven by driven by lower bonus costs and
higher net reinsurance expense allowances resulting from growth in the term business. This decrease was partially offset by higher amortization of deferred acquisition costs due to unfavorable separate account fund performance.

Income Tax Expense

Shown below is our income tax provision for the
years ended December 31, 2008, 2007 and 2006, separately reflecting the impact of certain significant items. Also presented below is the income tax provision that would have resulted from application of the statutory 35% federal income tax rate
in each of these periods.



|                                    |  |                         |       |      |   |        |  |   |        |  
|----------------------------------- |  | ----------------------- | ----- | ---- | - | ------ |  | - | ------ | -
|                                    |  | Year ended December 31, |      
|                                    |  | 2008                    |       | 2007 |   | 2006   | 
|                                    |  | (in millions)           |      
|Tax provision                       |  | $                       | 4,118 |      | $ | 15,546 |  | $ | 11,477 |  
|Impact of:                          |  |                         |       |      |   |        |  |   |        |  
|Non-taxable investment income       |  |                         | 4,573 |      |   | 3,625  |  |   | 6,206  |  
|Other                               |  |                         | 347   |      |   | 341    |  |   | (39    | )
|                                    |  |                         |       |      |   |        |  |   |        |  
|Tax provision excluding these items |  | $                       | 9,038 |      | $ | 19,512 |  | $ | 17,644 |  
|                                    |  |                         |       |      |   |        |  |   |        |  
|Tax provision at statutory rate     |  | $                       | 9,038 |      | $ | 19,512 |  | $ | 17,644 |  
|                                    |  |                         |       |      |   |        |  |   |        |  

We adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109 on January 1, 2007. For additional information regarding the adoption of this guidance, see Note 7 of the Financial Statements.

The decline in income tax expense primarily reflects the decline in income from continuing operations before income taxes for the year ended December 31, 2008. The dividends received deduction, or DRD, reduces
the amount of dividend income subject to tax and is the primary component of the non-taxable investment income shown in the table above, and, as such, is a significant component of the difference between our actual tax expense and the expected
amount determined using the federal statutory tax rate of 35%. The DRD for the current period was estimated using information available from current year results, information from 2007 calculations, and estimates to take into account the current
years equity market performance. The actual current year DRD can vary from the estimate based on factors such as, but not limited to, changes in the amount of dividends received that are eligible for the DRD, changes in the amount of
distributions received from mutual fund investments, changes in the account balances of variable life and annuity contracts, and our taxable income before the DRD.

In August 2007, the Internal Revenue Service, or IRS, issued Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the DRD related to variable life insurance and annuity
contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspends Revenue Ruling 2007-54 and informs taxpayers that the U.S. Treasury Department and the IRS intend to address through new regulations the issues
considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance and annuity contracts. A change in the DRD, including the possible retroactive or prospective elimination of
this deduction through regulations or legislation, could increase our actual tax expense and reduce our net income. These activities had no impact on our 2007 or 2008 results.

In December 2006, the IRS completed all fieldwork with regards to its examination of the consolidated federal income tax returns for tax years 2002 and 2003. The final report was initially submitted to the Joint
Committee on Taxation for their review in April 2007. The final report was resubmitted in March 2008 and again in April 2008. The Joint Committee returned the report to the IRS for additional review of the industry issue regarding the methodology
for calculating the DRD



26



---

##### Table of Contents

related to variable life insurance and annuity contracts. The IRS completed its review of the issue and proposed an adjustment with respect to the
calculation of the DRD. In order to expedite receipt of an income tax refund related to the 2002 and 2003 years, we have agreed to such adjustment. Nevertheless, we believe that our return position is technically correct. Therefore, we intend to
file a protective refund claim to recover the taxes associated with the agreed upon adjustment and to pursue such other actions as appropriate. The report, with the adjustment, was submitted to the Joint Committee on Taxation in October 2008. We
were advised on January 2, 2009 that the Joint Committee completed its consideration of the report and has taken no exception to the conclusions reached by the IRS. Accordingly, the final report was processed and a refund was received. The
statute of limitations for these years will close on December 31, 2009. These activities had no impact on our 2007 or 2008 results.

Liquidity and Capital Resources

Extraordinary Market Conditions and their Impact on our Liquidity and Capital Resources

Beginning in the latter half of 2007 and continuing into 2009, severe dislocations in the credit and capital markets, initially driven by broad market
concerns over the impact of sub-prime mortgage holdings of financial institutions, generally resulted in reduced availability and increased cost of credit for financial institutions in the marketplace, including Prudential Financial and the Company.
These dislocations accelerated following the failure, consolidation, or U.S. federal government intervention on behalf of several significant financial institutions.

During the fourth quarter of 2008, the volatility and disruptions in the credit and capital markets reached unprecedented levels, adversely affecting the global economy, particularly in the financial services
industry. The U.S. federal government has taken or is considering taking actions in order to address this financial market dislocation.

This market
dislocation has adversely impacted our liquidity and capital plans, results of operations, and financial position. The market conditions also negatively impacted the level of capital, as a result of asset value declines and the need to strengthen
reserves, particularly in our annuity businesses.

Prudential Financial and the Company continues to operate and has access to alternate sources of
liquidity. However, a continuation or worsening of the disruptions in the credit and capital markets could adversely affect our ability to access sources of liquidity, as well as threaten to reduce our capital below a level that is consistent with
our existing ratings objectives. Therefore, we may need to take additional actions, which may include but are not limited to: (1) further access to our alternative sources of liquidity; (2) access to external sources of capital;
(3) limiting or curtailing sales of certain products and/or restructuring existing products; (4) undertaking asset sales; (5) seeking temporary or permanent changes to regulatory rules. Certain of these actions may require regulatory
approval; and (6) other capital management activities.

Management monitors the liquidity of Prudential Financial and the Company on a daily basis and
projects borrowing and capital needs over a multi-year time horizon through our quarterly planning process. We believe that cash flows from the sources of funds presently available to us are sufficient to satisfy the current liquidity requirements
of Prudential Financial and the Company, including reasonably foreseeable contingencies.

General Liquidity

Liquidity refers to a companys ability to generate sufficient cash flows to meet the needs of its operations. Our liquidity is managed to ensure stable, reliable
and cost-effective sources of cash flows to meet all of our obligations. Liquidity is provided by a variety of sources, as described more fully below, including portfolios of liquid assets. Our investment portfolios are integral to the overall
liquidity of those operations. We segment our investment portfolios and employ an asset/liability management approach specific to the requirements of our product lines. This enhances the discipline applied in managing the liquidity, as well as the
interest rate and credit risk profiles, of each portfolio in a manner consistent with the unique characteristics of the product liabilities. We use a projection process for cash flows from operations to ensure sufficient liquidity to meet projected
cash outflows, including claims.

Liquidity is measured against internally developed benchmarks that take into account the characteristics of both the
asset portfolio and the liabilities that they support. The results are affected substantially by the overall asset type and quality of our investments.

Cash Flow

The principal sources of the Companys liquidity are premiums and annuity considerations, investment and fee income, and
investment maturities and sales associated with our insurance and annuity operations, as well as internal borrowings. The principal uses of that liquidity include benefits, claims, dividends paid to policyholders, and payments to policyholders and



27



---

##### Table of Contents

contractholders in connection with surrenders, withdrawals and net policy loan activity. Other uses of liquidity include commissions, general and
administrative expenses, purchases of investments, and payments in connection with financing activities.

We believe that the cash flows from our insurance
and annuity operations are adequate to satisfy the current liquidity requirements of these operations, including under reasonably foreseeable stress scenarios. The continued adequacy of this liquidity will depend upon factors such as future
securities market conditions, changes in interest rate levels, policyholder perceptions of our financial strength, and the relative safety of competing products (including those with enhancements under EESA), each of which could lead to reduced cash
inflows or increased cash outflows. In addition, market volatility can impact the level of capital required to support our businesses, particularly in our annuity business. Our cash flows from investment activities result from repayments of
principal, proceeds from maturities and sales of invested assets and investment income, net of amounts reinvested. The primary liquidity risks with respect to these cash flows are the risk of default by debtors or bond insurers, our
counterparties willingness to extend repurchase and/or securities lending arrangements, commitments to invest and market volatility. We closely manage these risks through our credit risk management process and regular monitoring of our
liquidity position.

In managing our liquidity, we also consider the risk of policyholder and contractholder withdrawals of funds earlier than our
assumptions when selecting assets to support these contractual obligations. We use surrender charges and other contract provisions to mitigate the extent, timing and profitability impact of withdrawals of funds by customers from annuity contracts
and deposit liabilities.

Individual life insurance policies are less susceptible to withdrawal than our annuity reserves and deposit liabilities because
policyholders may incur surrender charges and be subject to a new underwriting process in order to obtain a new insurance policy. Our annuity reserves with guarantee features may be less susceptible to withdrawal than historical experience
indicates, due to the current value of these guarantee features to policyholders as a result of recent market declines.

Gross account withdrawals amounted
to approximately $124.2 million and $158.1 million for the years ended December 31, 2008 and 2007, respectively. Because these withdrawals were consistent with our assumptions in asset/liability management, the associated cash outflows did not
have a material adverse impact on our overall liquidity.

Liquid Assets

Liquid assets include cash, cash equivalents, short-term investments, fixed maturities and public equity securities. As of December 31, 2008 and December 31, 2007, our insurance operations had liquid assets
of $876.8 million and $1.1 billion, respectively. The portion of liquid assets comprised of cash and cash equivalents and short-term investments was $217.2 million and $134.8 million as of December 31, 2008 and December 31, 2007,
respectively. As of December 31, 2008, $703.3 million, or 88%, of the fixed maturity investments company general account portfolios were rated investment grade. The remaining $92.7 million, or 12%, of these fixed maturity investments were rated
non-investment grade. We consider attributes of the various categories of liquid assets (for example, type of asset and credit quality) in calculating internal liquidity measures in order to evaluate the adequacy of our liquidity under a variety of
stress scenarios. We believe that the liquidity profile of our assets is sufficient to satisfy current liquidity requirements, including under foreseeable stress scenarios.

Given the size and liquidity profile of our investment portfolios, we believe that claim experience varying from our projections does not constitute a significant liquidity risk. Our asset/liability management process
takes into account the expected maturity of investments and expected claim payments as well as the specific nature and risk profile of the liabilities. Historically, there has been no significant variation between the expected maturities of our
investments and the payment of claims.

Our liquidity is managed through access to substantial investment portfolios as well as a variety of instruments
available for funding and/or managing short-term cash flow mismatches, including from time to time those arising from claim levels in excess of projections. To the extent we need to pay claims in excess of projections, we may borrow temporarily or
sell investments sooner than anticipated to pay these claims, which may result in increased borrowing costs or realized investment gains or losses affecting results of operations. We believe that borrowing temporarily or selling investments earlier
than anticipated will not have a material impact on the liquidity of our the Company. Payment of claims and sale of investments earlier than anticipated would have an impact on the reported level of cash flow from operating and investing activities,
respectively, in our financial statements.

Prudential Funding, LLC

Prudential Funding, LLC, or Prudential Funding, a wholly owned subsidiary of Prudential Insurance, serves as an additional source of financing to meet the working capital needs.



28



---

##### Table of Contents

Capital

The Risk
Based Capital, or RBC, ratio is the primary measure by which we evaluate the capital adequacy of the Company. We manage our RBC ratio to a level consistent with a AA ratings objective. RBC is determined by statutory formulas that
consider risks related to the type and quality of the invested assets, insurance-related risks associated with an insurers products, interest rate risks and general business risks. The RBC ratio calculations are intended to assist insurance
regulators in measuring the adequacy of an insurers statutory capitalization.

As discussed above, market conditions during 2008 negatively impacted
the level of our capital. In order to address these impacts on our capital, Prudential Financial undertook various initiatives to redeploy certain assets to its insurance subsidiaries from its non-insurance subsidiaries.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Risk Management, Market Risk and Derivative Instruments

Risk
management includes the identification and measurement of various forms of risk, the establishment of risk thresholds and the creation of processes intended to maintain risks within these thresholds while optimizing returns on the underlying assets
or liabilities. We consider risk management an integral part of managing our core businesses.

Market risk is the risk of change in the value of financial
instruments as a result of absolute or relative changes in interest rates, foreign currency exchange rates or equity or commodity prices. To varying degrees, the investment and trading activities supporting all of our products and services generate
exposure to market risk. The market risk incurred and our strategies for managing this risk vary by product.

With respect to non-variable life insurance
products, fixed rate annuities, the fixed rate options in our variable life insurance and annuity products, we incur market risk primarily in the form of interest rate risk. We manage this risk through asset/liability management strategies that seek
to closely approximate the interest rate sensitivity, but not necessarily the exact cash flow characteristics, of the assets with the estimated interest rate sensitivity of the product liabilities. Our overall objective in these strategies is to
limit the net change in value of assets and liabilities arising from interest rate movements. While it is more difficult to measure the interest sensitivity of our insurance liabilities than that of the related assets, to the extent that we can
measure such sensitivities we believe that interest rate movements will generate asset value changes that substantially offset changes in the value of the liabilities relating to the underlying products.

For variable annuities and variable life insurance products, excluding the fixed rate options in these products, and most separate accounts, our main exposure to the
market is the risk that asset based fees decrease as a result of declines in assets under management due to changes in investment prices. The risk of decreased asset based and asset administration fees could also impact our estimates of total gross
profits used as a basis for amortizing deferred policy acquisition and other costs. While a decrease in our estimates of total gross profits would accelerate amortization and decrease net income in a given period, it would not affect our cash flow
or liquidity position in the current period. See Managements Discussion and Analysis of Financial Condition and Results of OperationsResult of Operations for a discussion of the effects of death and other benefit provisions
on the results of the Company.

For variable annuity and variable life insurance products with minimum guaranteed death benefits and variable annuity
products with living benefits such as guaranteed minimum income, withdrawal, and accumulation benefits, we also face the risk that declines in the value of underlying investments as a result of interest rate, equity market, or market volatility
changes may increase our net exposure to the guarantees under these contracts. As part of our risk management strategy, we utilize product design elements such as asset allocation requirements, an automatic rebalancing element and minimum purchase
age requirements, and reinsurance programs. These strategies exclude our guaranteed minimum income benefits and guaranteed minimum death benefits, which include risks we have deemed suitable to retain.

For a discussion of asset-based fees associated with our variable life products and our variable annuity contracts, our estimates of total gross profits used as a basis
for amortizing deferred policy acquisition and other costs, and the impact of our guaranteed minimum death and other benefits on the results of our life and annuities business, see Managements Discussion and Analysis of Financial
Condition and Results of Operations

In addition, certain products supported by general account investments expose us to the risk that changes in interest
rates will reduce the spread between the amounts that we are required to pay under the contracts and the rate of return we are able to earn on our general account investments supporting the contracts. Market fluctuations or changes in market
conditions could also cause a change in consumer sentiment adversely affecting sales and persistency of our long-term savings, protection and other investment products. For additional information regarding the potential impacts of interest rate and
other market fluctuations as well as general economic and market conditions on our businesses and profitability see Item 1A. Risk Factors.



29



---

##### Table of Contents

The sources of our exposure to market risk can be divided into two categories, other than trading activities
conducted primarily in our insurance and annuity operations, and trading activities conducted primarily in our derivatives trading operations. As part of our management of both other than trading and trading
market risks, we use a variety of risk management tools and techniques. These include sensitivity and Value-at-Risk, or VaR, measures, position and other limits based on type of risk, and various hedging methods.

Other Than Trading Activities

We hold the majority of our
assets for other than trading activities in our insurance and annuities products. We incorporate asset/liability management techniques and other risk management policies and limits into the process of investing our assets. We use
derivatives for hedging purposes in the asset/liability management process.

Insurance and Annuities Products Asset/Liability Management

We seek to maintain interest rate and equity exposures within established ranges, which we periodically adjust based on market conditions and the design of
related products sold to customers. Our risk managers establish investment risk limits for exposures to any issuer, geographic region, type of security or industry sector and oversee efforts to manage risk within policy constraints set by management
and approved by the Investment Committee of Prudential Financial and the Board of Directors.

We use duration and convexity analyses to measure price
sensitivity to interest rate changes. Duration measures the relative sensitivity of the fair value of a financial instrument to changes in interest rates. Convexity measures the rate of change of duration with respect to changes in interest rates.
We seek to manage our interest rate exposure by matching the relative sensitivity of asset and liability values to interest rate changes, or controlling duration mismatch of assets and liabilities. We have target duration mismatch
constraints for each entity. As of December 31, 2008 and 2007, the difference between the duration of assets and the target duration of liabilities in our duration-managed portfolios was within our constraint limits. We consider risk-based
capital implications in our asset/liability management strategies.

We also perform portfolio stress testing as part of our regulatory cash flow testing.
In this testing, we evaluate the impact of altering our interest-sensitive assumptions under various moderately adverse interest rate environments. These interest-sensitive assumptions relate to the timing and amount of redemptions and prepayments
of fixed-income securities and lapses and surrenders of insurance products and the potential impact of any guaranteed minimum interest rates. We evaluate any shortfalls that this cash flow testing reveals to determine if we need to increase
statutory reserves or adjust portfolio management strategies.

Market Risk Related to Interest Rates

Our other than trading assets that subject us to interest rate risk include primarily fixed maturity securities, commercial loans and policy loans. In the
aggregate, the carrying value of these assets represented 57% of our assets, other than assets that we held in separate accounts, as of December 31, 2008 and 66% as of December 31, 2007.

With respect to other than trading liabilities, we are exposed to interest rate risk through policyholders account balances relating to
interest-sensitive life insurance, annuity and other investment-type contracts, collectively referred to as investment contracts, and through outstanding short term debt with affiliates.

We assess interest rate sensitivity for other than trading financial assets, financial liabilities and derivatives using hypothetical test scenarios that assume either upward or downward 100 basis point
parallel shifts in the yield curve from prevailing interest rates. The following tables set forth the net estimated potential loss in fair value from a hypothetical 100 basis point upward shift as of December 31, 2008 and 2007, because this
scenario results in the greatest net exposure to interest rate risk of the hypothetical scenarios tested at those dates. While the test scenario is for illustrative purposes only and does not reflect our expectations regarding future interest rates
or the performance of fixed-income markets, it is a near-term, reasonably possible hypothetical change that illustrates the potential impact of such events. These test scenarios do not measure the changes in value that could result from non-parallel
shifts in the yield curve, which we would expect to produce different changes in discount rates for different maturities. As a result, the actual loss in fair value from a 100 basis point change in interest rates could be different from that
indicated by these calculations.



30



---

##### Table of Contents

|                                               |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  
|---------------------------------------------- |  | --------------------------- |  | --------- | --- | - | -------------------------------------------------------------------- | - | --- | ------------------------------- |  | - | --- | -
|                                               |  | December 31, 2008           | 
|                                               |  | NotionalValue ofDerivatives |  | FairValue |     |   | HypotheticalFair ValueAfter + 100Basis PointParallelYield CurveShift |   |     | HypotheticalChange inFair Value | 
|                                               |  | (In millions)               | 
|Financial Assets with Interest Rate Risk:      |  |                             | 
|Financial Assets:                              |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  
|Fixed maturities, available for sale           |  |                             |  | $         | 796 |   |                                                                      | $ | 765 |                                 |  | $ | (31 | )
|Policy loans                                   |  |                             |  |           | 223 |   |                                                                      |   | 205 |                                 |  |   | (18 | )
|Commercial loans                               |  |                             |  |           | 136 |   |                                                                      |   | 131 |                                 |  |   | (5  | )
|                                               |  |                             |  |          
|Financial Assets with Equity Risk:             |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  
|Equity Securities                              |  |                             |  |           | 3   |   |                                                                      |   | 3   |                                 |  |   | 0   |  
|                                               |  |                             |  |          
|Derivatives:                                   |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  
|Futures                                        |  |                            |  |           |    |   |                                                                      |   |    |                                 |  |   |    |  
|Swaps                                          |  | 31                          |  |           | (1  | ) |                                                                      |   | (1  | )                               |  |   |    |  
|Financial Liabilities with Interest Rate Risk: |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  
|Investment Contracts                           |  |                             |  |           | (73 | ) |                                                                      |   | (72 | )                               |  |   | 1   |  
|                                               |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  
|Total Estimated Potential Loss                 |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   | (53 | )
|                                               |  |                             |  |           |     |   |                                                                      |   |     |                                 |  |   |     |  



|                                          |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  
|----------------------------------------- |  | --------------------------- | - |  | --------- | --- | - | -------------------------------------------------------------------- | - | ------------------------------- |  | - | --- | -
|                                          |  | December 31, 2007           |  
|                                          |  | NotionalValue ofDerivatives |   |  | FairValue |     |   | HypotheticalFair ValueAfter + 100Basis PointParallelYield CurveShift |   | HypotheticalChange inFair Value | 
|                                          |  | (In millions)               |  
|Financial Assets with Interest Rate Risk: |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  
|Financial Assets:                         |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  
|Fixed maturities, available for sale      |  |                             |   |  | $         | 904 |   |                                                                      | $ | 869                             |  | $ | (35 | )
|Policy loans                              |  |                             |   |  |           | 187 |   |                                                                      |   | 173                             |  |   | (14 | )
|Commercial loans                          |  |                             |   |  |           | 104 |   |                                                                      |   | 98                              |  |   | (6  | )
|                                          |  |                             |   | 
|Financial Assets with Equity Risk:        |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  
|Equity Securities                         |  |                             |   |  |           | 4   |   |                                                                      |   | 4                               |  |   | 0   |  
|                                          |  |                             |   | 
|Derivatives:                              |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  
|Futures                                   |  | (45                         | ) |  |           | 0   |   |                                                                      |   | 2                               |  |   | 2   |  
|Swaps                                     |  | 23                          |   |  |           | (1  | ) |                                                                      |   | 0                               |  |   | 1   |  
|                                          |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  
|Total Estimated Potential Loss            |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   | (52 | )
|                                          |  |                             |   |  |           |     |   |                                                                      |   |                                 |  |   |     |  

The tables above do not include approximately $1.304 billion and $1.053 billion of insurance reserves and deposit
liabilities at December 31, 2008 and 2007, respectively. The Company believes that the interest rate sensitivities of these insurance liabilities offset, in large measure, the interest rate risk of the financial assets set forth in the above
tables.

The estimated changes in fair values of the financial assets shown above relate to assets invested in support of the Companys insurance
liabilities, but do not include assets associated with products for which investment risk is borne primarily by the contractholders rather than the Company.

Market Risk Related to Equity Prices

We actively manage investment equity price risk against benchmarks in respective markets. We
benchmark our return on equity holdings against a blend of market indices, mainly the S&P 500 and Russell 2000 for U.S. equities.



31



---

##### Table of Contents

Market Risk Related to Foreign Currency Exchange Rates

The Company does not have significant market risk exposure to foreign exchange rates.

Derivatives

Derivatives are financial instruments whose values are derived from interest rates, foreign
exchange rates, financial indices, or the prices of securities or commodities. Derivative financial instruments may be exchange-traded or contracted in the over-the-counter market and include swaps, futures, options and forward contracts. See Note
11 to the Financial Statements for a description of derivative activities as of December 31, 2008 and 2007. Under insurance statutes, insurance companies may use derivative financial instruments to hedge actual or anticipated changes in their
assets or liabilities, to replicate cash market instruments or for certain income-generating activities. These statutes generally prohibit the use of derivatives for speculative purposes. The Company uses derivative financial instruments primarily
to seek to reduce market risk from changes in interest rates.

Limitations of VaR Models

Although VaR models are a recognized tool for risk management, they have inherent limitations, including reliance on historical data that may not be indicative of future
market conditions or trading patterns. Accordingly, VaR models should not be viewed as a predictor of future results. We may incur losses that could be materially in excess of the amounts indicated by the models on a particular trading day or over a
period of time, and there have been instances when results have fallen outside the values generated by our VaR models. A VaR model does not estimate the greatest possible loss. The results of these models and analysis thereof are subject to the
judgment of our risk management personnel.

Item 8. Financial Statements and Supplementary Data

Information required with respect to this Item 8 regarding Financial Statements and Supplementary Data is set forth commencing on page F-3 hereof. See Index to
Financial Statements elsewhere in this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with
Independent Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Managements Annual Report on Internal
Control Over Financial Reporting as of December 31, 2008 is included in the notes to the Financial Statements of this Annual Report on Form 10-K.

In
order to ensure that the information we must disclose in our filings with the Securities Exchange Commission, or the SEC, is recorded, processed, summarized, and reported on a timely basis, the Companys management, including our
Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e), as of December 31, 2008. Based on such
evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2008, our disclosure controls and procedures were effective. No change in the Companys internal control over financial reporting,
as defined in Exchange Act Rule 13a - 15(f) and 15d - 15(f), occurred during the quarter ended December 31, 2008 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

Item 10. Directors and Executive Officers of the Registrant

We have adopted a code of business conduct and ethics, known as Making the Right Choices, which applies to our Chief Executive Officer, Chief Financial
Officer and Accounting Officer, as well as to our directors and all other employees. Making the Right Choices is posted on our website at www.investor.prudential.com. Our code of business conduct and ethics, any amendments and any waiver
granted to any of our directors or executive officers are available free of charge on our website at www.investor.prudential.com.

In addition, we
have adopted Corporate Governance Guidelines, which we refer to as our Corporate Governance Principles and Practices. Our Corporate Governance Principles and Practices are available free of charge on our website at
www.investor.prudential.com.



32



---

##### Table of Contents

PART III

Item 14. Principal Accountant Fees and Services

The
Audit Committee of the Board of Directors of Prudential Financial has appointed PricewaterhouseCoopers LLP as the independent auditor of Prudential Financial and certain of its domestic and international subsidiaries, including the Registrant. The
Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent auditor. The specific information called for by this item is hereby incorporated by reference to the
section entitled Item 2Ratification of the Appointment of Independent Registered Public Accounting Firm in Prudential Financials definitive proxy statement for the Annual Meeting of Shareholders to be held on May 12,
2009 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the year ended December 31, 2008.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) (1) and (2) Financial Statements of Registrant are listed in the accompanying Index to Financial Statements on page F-1 hereof
and are filed as part of this Report.

(a) (3) Exhibits



|        |  |                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.      |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                      
|        | 
|3(i)(a) |  | The Articles of Incorporation of Pruco Life Insurance Company of New Jersey (as amended through March 11, 1983) are incorporated by reference to Post-effective Amendment No. 26 to the
Registration Statement on Form S-6 of Pruco Life of New Jersey Variable Appreciable Account as filed April 28, 1997, Registration No. 2-89780.                               
|        | 
|3(i)(b) |  | Certificate of Amendment to the Articles of Incorporation of Pruco Life Insurance Company of New Jersey dated February 12, 1998 is incorporated by reference to Post-Effective Amendment No. 12 to
the Registration Statement on Form S-1, of Pruco Life of New Jersey Variable Contract Real Property Account as filed on April 16, 1999, Registration No. 33-20018.
|        | 
|3(ii)   |  | By-Laws of Pruco Life Insurance Company of New Jersey (as amended through August 4, 1999) incorporated by reference to Form S-6 of Pruco Life of New Jersey Variable Appreciable Account filed
August 13, 1999, Registration No. 333-85117.                                                                                                                          
|        | 
|4.      |  | Exhibits                                                                                                                                                                                                                                                                                                                                                             
|        | 
|4(a)    |  | Market-Value Adjustment Annuity Contract (Discovery Select variable annuity) is incorporated by reference to Form S-1, Registration No. 333-18053, filed December 17, 1996, on behalf of the Pruco
Life of New Jersey Flexible Premium Variable Annuity Account.                                                                                                     
|        | 
|4(b)    |  | Market-Value Adjustment Annuity Contract (Strategic Partners Select variable annuity) is incorporated by reference to the Registrants Pre-Effective Amendment No. 1 to Form S-3,
Registration No. 333-62246, filed November 27, 2001.                                                                                                                               
|        | 
|4(c)    |  | Market-Value Adjustment Annuity Contract (Strategic Partners Horizon annuity) is incorporated by reference to the Registrants Form S-3, Registration No. 333-100713, filed October 24, 2002.                                                                                                                                                                        
|        | 
|4(d)    |  | Market-Value Adjustment Annuity Contract Endorsement (Strategic Partners Annuity One variable annuity) is incorporated by reference to the Registrants registration statement on Form S-3,
Registration No. 333-103473, filed February 27, 2003.                                                                                                                    
|        | 
|9.      |  | None.                                                                                                                                                                                                                                                                                                                                                                
|        | 
|10.     |  | None.                                                                                                                                                                                                                                                                                                                                                                
|        | 
|11.     |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                      
|        | 
|12.     |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                      



33



---

##### Table of Contents

|     |  |                                                           
|---- |  | ----------------------------------------------------------
|     | 
|13.  |  | Not applicable.                                           
|     | 
|16.  |  | Not applicable.                                           
|     | 
|18.  |  | None.                                                     
|     | 
|22.  |  | None.                                                     
|     | 
|23.  |  | Not applicable.                                           
|     | 
|24.  |  | Powers of Attorney.                                       
|     | 
|31.1 |  | Section 302 Certification of the Chief Executive Officer. 
|     | 
|31.2 |  | Section 302 Certification of the Chief Accounting Officer.
|     | 
|32.1 |  | Section 906 Certification of the Chief Executive Officer. 
|     | 
|32.2 |  | Section 906 Certification of the Chief Accounting Officer.



34



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark, and State of New Jersey, on the 16th day of March 2009.



PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY(Registrant)By:

/s/ Scott D. KaplanScott D. KaplanChief Executive Officer(Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities indicated on March 16, 2009.



|                        |  |  |  |                                                
|----------------------- |  |  |  | -----------------------------------------------
|Signature               |  |  |  | Title                                          
|                        |  | 
|/s/ Scott D. Kaplan     |  |  |  | Chief Executive Officer, President and Director
|Scott D. Kaplan         |  |  | 
|                        |  | 
|/s/ Tucker I. Marr      |  |  |  | Chief Financial and Accounting Officer         
|Tucker I. Marr          |  |  |  | (Principal Accounting and Financial Officer)   
|                        |  | 
|James J. Avery    *     |  |  |  | Director                                       
|James J. Avery          |  |  |  |                                                
|                        |  | 
|Helen M. Galt     *     |  |  |  | Director                                       
|Helen M. Galt           |  |  |  |                                                
|                        |  | 
|Bernard J. Jacob     *  |  |  |  | Director                                       
|Bernard J. Jacob        |  |  |  |                                                
|                        |  | 
|Stephen Pelletier    *  |  |  |  | Director                                       
|Stephen Pelletier       |  |  |  |                                                
|                        |  | 
|Scott G. Sleyster     * |  |  |  | Director                                       
|Scott G. Sleyster       |  |  |  |                                                



* By:

/s/ Thomas C. CastanoThomas C. Castano(Attorney-in-Fact)




35



---

##### Table of Contents

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

Financial Statements and

Report of Independent Registered Public Accounting
Firm

December 31, 2008 and 2007



---

##### Table of Contents

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

INDEX TO FINANCIAL STATEMENTS



|                                                                                              |  |         
|--------------------------------------------------------------------------------------------- |  | --------
|Financial Statements                                                                          |  | Page No.
|Managements Annual Report on Internal Control Over Financial Reporting                       |  | F - 2   
|                                                                                              | 
|Report of Independent Registered Public Accounting Firm                                       |  | F - 3   
|                                                                                              | 
|Financial Statements:                                                                         |  |         
|                                                                                              | 
|Statements of Financial Position - December 31, 2008 and 2007                                 |  | F - 4   
|                                                                                              | 
|Statements of Operations and Comprehensive IncomeYears ended December 31, 2008, 2007 and
2006 |  | F - 5   
|                                                                                              | 
|Statements of Stockholders EquityYears ended December 31, 2008, 2007 and 2006                |  | F - 6   
|                                                                                              | 
|Statements of Cash FlowsYears ended December 31, 2008, 2007 and 2006                          |  | F - 7   
|                                                                                              | 
|Notes to the Financial Statements                                                             |  | F - 8   



---

##### Table of Contents

Managements Annual Report on Internal Control Over Financial Reporting

Management of Pruco Life Insurance Company of New Jersey (the Company) is responsible for establishing and maintaining adequate internal
control over financial reporting. Management conducted an assessment of the effectiveness, as of December 31, 2008, of the Companys internal control over financial reporting, based on the framework established in Internal Control 
Integrated Framework Issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment under that framework, management concluded that the Companys internal control over financial reporting was
effective as of December 31, 2008.

Our internal control over financial reporting is a process designed by or under the supervision of our principal
executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that
could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.

This annual report does not include an attestation report of the companys registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject to attestation by the companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company
to provide only managements report in this annual report.

March 16, 2009



F-2



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Pruco Life Insurance Company
of New Jersey

In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial position
of Pruco Life Insurance Company of New Jersey (an indirect, wholly owned subsidiary of The Prudential Insurance Company of America) at December 31, 2008 and December 31, 2007, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 of the financial statements, the Company adopted a framework for measuring fair value on January 1, 2008. Also, the Company
changed its method of accounting for uncertainty in income taxes and for deferred acquisition costs in connection with modifications or exchanges of insurance contracts on January 1, 2007.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 16, 2009



F-3



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Statements of Financial Position

As of December 31, 2008 and
2007 (in thousands, except share amounts)





|                                                                                                       |  |      |           |   |      |   |          
|------------------------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | - | ---------
|                                                                                                       |  | 2008 |           |   | 2007
|ASSETS                                                                                                 |  |      |           |   |      |   |          
|Fixed maturities available for sale, at fair value (amortized cost, 2008 - $865,995 ; 2007 - $898,932) |  | $    | 796,022   |   |      | $ | 903,520  
|                                                                                                       |  |     
|Equity securities available for sale, at fair value (amortized cost, 2008$4,143: $; 2007: $4,143)      |  |      | 2,809     |   |      |   | 4,408    
|                                                                                                       |  |     
|Policy loans                                                                                           |  |      | 169,924   |   |      |   | 166,373  
|Short term investments                                                                                 |  |      | 8,137     |   |      |   | 12,376   
|Commercial loans                                                                                       |  |      | 147,395   |   |      |   | 101,583  
|Other long term investments                                                                            |  |      | 7,797     |   |      |   | 5,631    
|                                                                                                       |  |      |           |   |      |   |          
|Total investments                                                                                      |  |      | 1,132,084 |   |      |   | 1,193,891
|Cash and cash equivalents                                                                              |  |      | 69,811    |   |      |   | 33,185   
|Deferred policy acquisition costs                                                                      |  |      | 326,806   |   |      |   | 273,144  
|Accrued investment income                                                                              |  |      | 15,025    |   |      |   | 14,182   
|Reinsurance recoverables                                                                               |  |      | 301,336   |   |      |   | 186,587  
|Receivables from parent and affiliates                                                                 |  |      | 50,377    |   |      |   | 43,920   
|Deferred sales inducements                                                                             |  |      | 28,014    |   |      |   | 21,957   
|Other assets                                                                                           |  |      | 4,226     |   |      |   | 3,217    
|Separate account assets                                                                                |  |      | 2,306,566 |   |      |   | 2,926,421
|                                                                                                       |  |      |           |   |      |   |          
|TOTAL ASSETS                                                                                           |  | $    | 4,234,245 |   |      | $ | 4,696,504
|                                                                                                       |  |      |           |   |      |   |          
|                                                                                                       |  |     
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                   |  |      |           |   |      |   |          
|LIABILITIES                                                                                            |  |      |           |   |      |   |          
|Policyholders account balances                                                                        |  |      | 910,344   |   |      |   | 805,605  
|Future policy benefits and other policyholder liabilities                                              |  |      | 458,129   |   |      |   | 312,637  
|Cash collateral for loaned securities                                                                  |  |      | 16,131    |   |      |   | 26,060   
|Securities sold under agreement to repurchase                                                          |  |      | 22,496    |   |      |   | 14,621   
|Income taxes payable                                                                                   |  |      | 66,793    |   |      |   | 86,328   
|Short term debt from affiliates                                                                        |  |      | 100       |   |      |   | 55,863   
|Payables to parent and affiliates                                                                      |  |      | 9,822     |   |      |   | 8,304    
|Other liabilities                                                                                      |  |      | 29,546    |   |      |   | 34,226   
|Separate account liabilities                                                                           |  |      | 2,306,566 |   |      |   | 2,926,421
|                                                                                                       |  |      |           |   |      |   |          
|Total liabilities                                                                                      |  | $    | 3,819,927 |   |      | $ | 4,270,065
|                                                                                                       |  |      |           |   |      |   |          
|                                                                                                       |  |     
|COMMITMENTS AND CONTINGENT LIABILITIES (See Note 12)                                                   |  |      |           |   |      |   |          
|                                                                                                       |  |     
|STOCKHOLDERS EQUITY                                                                                   |  |      |           |   |      |   |          
|Common stock, ($5 par value; 400,000 shares, authorized; issued and outstanding;                       |  |      | 2,000     |   |      |   | 2,000    
|Additional Paid-in capital                                                                             |  |      | 168,998   |   |      |   | 168,998  
|Retained earnings                                                                                      |  |      | 273,964   |   |      |   | 252,259  
|Accumulated other comprehensive income                                                                 |  |      | (30,644   | ) |      |   | 3,182    
|                                                                                                       |  |      |           |   |      |   |          
|Total stockholders equity                                                                             |  |      | 414,318   |   |      |   | 426,439  
|                                                                                                       |  |      |           |   |      |   |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                             |  | $    | 4,234,245 |   |      | $ | 4,696,504
|                                                                                                       |  |      |           |   |      |   |          

See Notes to Financial Statements



F-4



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Statements of Operations and Comprehensive Income

Years Ended
December 31, 2008, 2007 and 2006 (in thousands)





|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                              |  | 2008 |         |   | 2007 |   |         | 2006 | 
|REVENUES                                                                                                      |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Premiums                                                                                                      |  | $    | 14,903  |   |      | $ | 12,442  |      |  | $ | 8,947   |  
|Policy charges and fee income                                                                                 |  |      | 75,712  |   |      |   | 76,851  |      |  |   | 59,650  |  
|Net investment income                                                                                         |  |      | 68,001  |   |      |   | 66,705  |      |  |   | 65,628  |  
|Realized investment gains/(losses), net                                                                       |  |      | (26,955 | ) |      |   | (2,201  | )    |  |   | (13,900 | )
|Asset administration fees                                                                                     |  |      | 7,395   |   |      |   | 6,968   |      |  |   | 6,086   |  
|Other income                                                                                                  |  |      | 5,154   |   |      |   | 4,203   |      |  |   | 3,079   |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Total revenues                                                                                                |  |      | 144,210 |   |      |   | 164,968 |      |  |   | 129,490 |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|BENEFITS AND EXPENSES                                                                                         |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Policyholders benefits                                                                                       |  |      | 30,454  |   |      |   | 16,747  |      |  |   | 16,900  |  
|Interest credited to policyholders account balances                                                          |  |      | 30,684  |   |      |   | 31,525  |      |  |   | 30,394  |  
|General, administrative and other expenses                                                                    |  |      | 57,249  |   |      |   | 60,947  |      |  |   | 31,785  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Total benefits and expenses                                                                                   |  |      | 118,387 |   |      |   | 109,219 |      |  |   | 79,079  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Income from operations before income taxes                                                                    |  |      | 25,823  |   |      |   | 55,749  |      |  |   | 50,411  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Income taxes:                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Current                                                                                                       |  |      | 1,033   |   |      |   | 12,044  |      |  |   | (596    | )
|Deferred                                                                                                      |  |      | 3,085   |   |      |   | 3,502   |      |  |   | 12,073  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Total income tax expense                                                                                      |  |      | 4,118   |   |      |   | 15,546  |      |  |   | 11,477  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|NET INCOME                                                                                                    |  |      | 21,705  |   |      |   | 40,203  |      |  |   | 38,934  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|Change in net unrealized investment (losses)/ gains and changes in foreign currency translation, net of taxes |  |      | (33,826 | ) |      |   | (849    | )    |  |   | 3,196   |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                                              |  |      |        
|COMPREHENSIVE (LOSS)/INCOME                                                                                   |  | $    | (12,121 | ) |      | $ | 39,354  |      |  | $ | 42,130  |  
|                                                                                                              |  |      |         |   |      |   |         |      |  |   |         |  

See Notes to Financial Statements



F-5



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Statements of Stockholders Equity

Years Ended
December 31, 2008, 2007 and 2006 (in thousands)



Accumulated Other Comprehensive Income Gain (Loss)



|                                                                   |  |             |       |                          |   |                  |  |   |                                       |   |  |                                    |     |   |                                                 |   |         |                          |  |   |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ----------- | ----- | ------------------------ | - | ---------------- |  | - | ------------------------------------- | - |  | ---------------------------------- | --- | - | ----------------------------------------------- | - | ------- | ------------------------ |  | - | ------- | - |  | - | ------- | -
|                                                                   |  | CommonStock |       | AdditionalPaidinCapital |   | RetainedEarnings |  |   | ForeignCurrencyTranslationAdjustments |   |  | NetUnrealizedInvestmentGains(Loss) |     |   | TotalAccumulatedOtherComprehensiveIncome (Loss) |   |         | TotalStockholdersEquity | 
|Balance, January 1, 2006                                           |  | $           | 2,000 |                          | $ | 168,689          |  | $ | 173,584                               |   |  | $                                  |    |   |                                                 | $ | 835     |                          |  | $ | 835     |   |  | $ | 345,108 |  
|                                                                   |  |             |       |                          |   |                  | 
|Net income                                                         |  |             |      |                          |   |                 |  |   | 38,934                                |   |  |                                    |    |   |                                                 |   |        |                          |  |   |        |   |  |   | 38,934  |  
|                                                                   |  |             |       |                          |   |                  | 
|Stock-based compensation programs                                  |  |             |      |                          |   |                 |  |   |                                      |   |  |                                    |    |   |                                                 |   |        |                          |  |   |        |   |  |   |        |  
|                                                                   |  |             |       |                          |   |                  | 
|Cumulative effect of change in accounting principles, net of taxes |  |             |      |                          |   |                 |  |   |                                      |   |  |                                    | 29  |   |                                                 |   |        |                          |  |   | 29      |   |  |   | 29      |  
|                                                                   |  |             |       |                          |   |                  | 
|Change in net unrealized investment (losses), net of taxes         |  |             |       |                          |   |                  |  |   |                                       |   |  |                                    |     |   |                                                 |   | 3,167   |                          |  |   | 3,167   |   |  |   | 3,167   |  
|                                                                   |  |             |       |                          |   |                  |  |   |                                       |   |  |                                    |     |   |                                                 |   |         |                          |  |   |         |   |  |   |         |  
|                                                                   |  |             |       |                          |   |                  | 
|Balance, December 31, 2006                                         |  | $           | 2,000 |                          | $ | 168,689          |  | $ | 212,518                               |   |  | $                                  | 29  |   |                                                 | $ | 4,002   |                          |  | $ | 4,031   |   |  | $ | 387,238 |  
|                                                                   |  |             |       |                          |   |                  | 
|Net income                                                         |  |             |      |                          |   |                 |  |   | 40,203                                |   |  |                                    |    |   |                                                 |   |        |                          |  |   |        |   |  |   | 40,203  |  
|                                                                   |  |             |       |                          |   |                  | 
|Stock-based compensation programs                                  |  |             |      |                          |   | 309              |  |   |                                      |   |  |                                    |    |   |                                                 |   |        |                          |  |   |        |   |  |   | 309     |  
|                                                                   |  |             |       |                          |   |                  | 
|Cumulative effect of change in accounting principles, net of taxes |  |             |      |                          |   |                 |  |   | (462                                  | ) |  |                                    |    |   |                                                 |   |        |                          |  |   |        |   |  |   | (462    | )
|                                                                   |  |             |       |                          |   |                  | 
|Change in foreign currency translation adjustments, net of taxes   |  |             |      |                          |   |                 |  |   |                                      |   |  |                                    | 79  |   |                                                 |   |        |                          |  |   | 79      |   |  |   | 79      |  
|                                                                   |  |             |       |                          |   |                  | 
|Change in net unrealized investment gains, net of taxes            |  |             |      |                          |   |                 |  |   |                                      |   |  |                                    |    |   |                                                 |   | (928    | )                        |  |   | (928    | ) |  |   | (928    | )
|                                                                   |  |             |       |                          |   |                  |  |   |                                       |   |  |                                    |     |   |                                                 |   |         |                          |  |   |         |   |  |   |         |  
|Balance, December 31, 2007                                         |  | $           | 2,000 |                          | $ | 168,998          |  | $ | 252,259                               |   |  | $                                  | 108 |   |                                                 | $ | 3,074   |                          |  | $ | 3,182   |   |  | $ | 426,439 |  
|                                                                   |  |             |       |                          |   |                  | 
|Net income                                                         |  |             |      |                          |   |                 |  |   | 21,705                                |   |  |                                    |    |   |                                                 |   |        |                          |  |   |        |   |  |   | 21,705  |  
|                                                                   |  |             |       |                          |   |                  | 
|Change in foreign currency translation adjustments, net of taxes   |  |             |      |                          |   |                 |  |   |                                      |   |  |                                    | (82 | ) |                                                 |   |        |                          |  |   | (82     | ) |  |   | (82     | )
|                                                                   |  |             |       |                          |   |                  | 
|Change in net unrealized investment (losses), net of taxes         |  |             |      |                          |   |                 |  |   |                                      |   |  |                                    |    |   |                                                 |   | (33,744 | )                        |  |   | (33,744 | ) |  |   | (33,744 | )
|                                                                   |  |             |       |                          |   |                  |  |   |                                       |   |  |                                    |     |   |                                                 |   |         |                          |  |   |         |   |  |   |         |  
|Balance, December 31, 2008 2007                                    |  | $           | 2,000 |                          | $ | 168,998          |  | $ | 273,964                               |   |  | $                                  | 26  |   |                                                 | $ | (30,670 | )                        |  | $ | (30,644 | ) |  | $ | 414,318 |  
|                                                                   |  |             |       |                          |   |                  |  |   |                                       |   |  |                                    |     |   |                                                 |   |         |                          |  |   |         |   |  |   |         |  

See Notes to Financial Statements



F-6



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Statements of Cash Flows

Years Ended December 31, 2008, 2007
and 2006 (in thousands)





|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | --------- | -
|                                                                                                           |  | 2008 |          |   | 2007 |   |          | 2006 | 
|CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:                                                            |  |      |          |   |      |   |          |      |  |   |           |  
|Net income                                                                                                 |  | $    | 21,705   |   |      | $ | 40,203   |      |  | $ | 38,934    |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities:                |  |      |          |   |      |   |          |      |  |   |           |  
|Policy charges and fee income                                                                              |  |      | (20,623  | ) |      |   | (18,072  | )    |  |   | (11,894   | )
|Interest credited to policyholders account balances                                                       |  |      | 30,685   |   |      |   | 31,525   |      |  |   | 30,394    |  
|Realized investment losses (gains), net                                                                    |  |      | 26,955   |   |      |   | 2,201    |      |  |   | 13,900    |  
|Amortization and other non-cash items                                                                      |  |      | (1,115   | ) |      |   | (785     | )    |  |   | 874       |  
|Change in:                                                                                                 |  |      |          |   |      |   |          |      |  |   |           |  
|Future policy benefits and other insurance liabilities                                                     |  |      | 134,888  |   |      |   | 62,600   |      |  |   | 46,631    |  
|Reinsurance recoverable                                                                                    |  |      | (114,749 | ) |      |   | (51,577  | )    |  |   | (42,733   | )
|Accrued investment income                                                                                  |  |      | (842     | ) |      |   | (583     | )    |  |   | 2,635     |  
|Receivables from parent and affiliates                                                                     |  |      | (4,125   | ) |      |   | (14,183  | )    |  |   | 2,459     |  
|Payable to parent and affiliates                                                                           |  |      | 1,518    |   |      |   | 5,927    |      |  |   | (487      | )
|Deferred policy acquisition costs                                                                          |  |      | (11,286  | ) |      |   | (15,117  | )    |  |   | (33,979   | )
|Income taxes payable                                                                                       |  |      | (1,323   | ) |      |   | (828     | )    |  |   | 12,707    |  
|Deferred sales inducements                                                                                 |  |      | (6,057   | ) |      |   | (3,065   | )    |  |   | (5,395    | )
|Other, net                                                                                                 |  |      | (6,930   | ) |      |   | (11,796  | )    |  |   | 6,832     |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|Cash Flows From (USED IN) Operating Activities                                                             |  |      | 48,701   |   |      |   | 26,450   |      |  |   | 60,878    |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:                                                            |  |      |          |   |      |   |          |      |  |   |           |  
|Proceeds from the sale/maturity/prepayment of:                                                             |  |      |          |   |      |   |          |      |  |   |           |  
|Fixed maturities available for sale                                                                        |  |      | 248,848  |   |      |   | 276,137  |      |  |   | 1,038,341 |  
|Policy loans                                                                                               |  |      | 18,682   |   |      |   | 18,356   |      |  |   | 17,070    |  
|Commercial loans                                                                                           |  |      | 2,571    |   |      |   | 1,003    |      |  |   | 633       |  
|Payments for the purchase of:                                                                              |  |      |          |   |      |   |          |      |  |   |           |  
|Fixed maturities available for sale                                                                        |  |      | (234,739 | ) |      |   | (254,782 | )    |  |   | (981,995  | )
|Policy loans                                                                                               |  |      | (14,948  | ) |      |   | (16,983  | )    |  |   | (15,012   | )
|Commercial loans                                                                                           |  |      | (44,424  | ) |      |   | (54,057  | )    |  |   | (29,360   | )
|Notes from parent and affiliates, net                                                                      |  |      | (3,417   | ) |      |   | (10,060  | )    |  |   | (9,576    | )
|Other long term investments, net                                                                           |  |      | (1,870   | ) |      |   | (3,043   | )    |  |   | (1,786    | )
|Short term investments, net                                                                                |  |      | 4,227    |   |      |   | (1,123   | )    |  |   | 12,258    |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|Cash Flows From (USED IN) Investing Activities                                                             |  |      | (25,070  | ) |      |   | (44,552  | )    |  |   | 30,573    |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:                                                            |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|Policyholders account deposits                                                                            |  |      | 307,531  |   |      |   | 236,972  |      |  |   | 237,496   |  
|Policyholders account withdrawals                                                                         |  |      | (233,394 | ) |      |   | (282,630 | )    |  |   | (259,645  | )
|Net change in securities sold under agreement to repurchase and cash collateral for loaned securities, net |  |      | (2,054   | ) |      |   | 8,464    |      |  |   | (56,022   | )
|Net change in financing arrangements (maturities 90 days or less)                                          |  |      | (59,088  | ) |      |   | 28,938   |      |  |   | (69,777   | )
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|Cash Flows From (USED IN) Financing Activities                                                             |  |      | 12,995   |   |      |   | (8,256   | )    |  |   | (147,948  | )
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|Net increase (decrease) in cash and cash equivalents                                                       |  |      | 36,626   |   |      |   | (26,358  | )    |  |   | (56,497   | )
|Cash and cash equivalents, beginning of year                                                               |  |      | 33,185   |   |      |   | 59,543   |      |  |   | 116,040   |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|CASH AND CASH EQUIVALENTS, END OF YEAR                                                                     |  | $    | 69,811   |   |      | $ | 33,185   |      |  | $ | 59,543    |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|SUPPLEMENTAL CASH FLOW INFORMATION                                                                         |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|Income taxes paid(refunded)                                                                                |  | $    | 5,441    |   |      | $ | 16,373   |      |  | $ | (1,230    | )
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  
|                                                                                                           |  |      |         
|Interest paid                                                                                              |  | $    | 556      |   |      | $ | 536      |      |  | $ | 1,077     |  
|                                                                                                           |  |      |          |   |      |   |          |      |  |   |           |  

See Notes to Financial Statements



F-7



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



1. BUSINESS

Pruco Life Insurance Company of New Jersey, or the
Company, is a stock life insurance company organized in 1982 under the laws of the state of New Jersey. The Company is licensed to sell interest-sensitive individual life insurance, variable life insurance, term insurance, variable annuities,
and fixed annuities contracts only in the states of New Jersey and New York.

The Company is a wholly owned subsidiary of Pruco Life Insurance Company, or
Pruco Life, a stock life insurance company organized in 1971 under the laws of the state of Arizona. Pruco Life, in turn, is a wholly owned subsidiary of The Prudential Insurance Company of America, or Prudential Insurance,
an insurance company founded in 1875 under the laws of the state of New Jersey. On December 18, 2001, (the date of demutualization), Prudential Insurance converted from a mutual life insurance company to a stock life insurance
company and became an indirect wholly owned subsidiary of Prudential Financial, Inc., or Prudential Financial.

The Company is engaged in a
business that is highly competitive because of the large number of stock and mutual life insurance companies and other entities engaged in marketing insurance products and individual annuities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of
Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America, or GAAP. The Company has extensive transactions and relationships with Prudential Insurance and other affiliates, (as more fully described in Note 13 to the Financial Statements). Due to these relationships, it is possible that
the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

The most significant estimates include those used in determining deferred policy acquisition costs and related amortization; valuation of
investments including derivatives (in the absence of quoted market values) and the recognition of other-than-temporary impairments; future policy benefits including guarantees; provision for income taxes and valuation of deferred tax assets; and
reserves for contingent liabilities, including reserves for losses in connection with unresolved legal matters.

Investments

Fixed maturities are comprised of bonds, notes and redeemable preferred stock. Fixed maturities classified as available for sale are carried at fair value.
The amortized cost of fixed maturities is adjusted for amortization of premiums and accretion of discounts to maturity. Interest income, as well as the related amortization of premium and accretion of discount is included in Net investment
income under the effective yield method. For mortgage-backed and asset-backed securities, the effective yield is based on estimated cash flows, including prepayment assumptions based on data from widely accepted third-party data sources or
internal estimates. For high credit quality mortgage-backed and asset-backed securities (those rated AA or above), cash flows are provided quarterly, and the amortized cost and effective yield of the security are adjusted as necessary to reflect
historical prepayment experience and changes in estimated future prepayments. The adjustments to amortized cost are recorded as a charge or credit to net investment income in accordance with the retrospective method. For asset-backed and
mortgage-backed securities rated below AA, the effective yield is adjusted prospectively for any changes in estimated cash flows. The amortized cost of fixed maturities is written down to fair value when a decline in value is considered to be
other-than-temporary. See the discussion below on realized investment gains and losses for a description of the accounting for impairments. Unrealized gains and losses on fixed maturities classified as available for sale, net of tax, and
the effect on deferred policy acquisition costs and future policy benefits that would result from the realization of unrealized gains and losses, are included in Accumulated other comprehensive income (loss).

Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.



F-8



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Equity securities are comprised of common stock and non-redeemable preferred stock and are carried at fair value. The associated unrealized gains and losses,
net of tax, and the effect on deferred policy acquisition costs and future policy benefits that would result from the realization of unrealized gains and losses, are included in Accumulated other comprehensive income (loss). The cost of
equity securities is written down to fair value when a decline in value is considered to be other-than-temporary. See the discussion below on realized investment gains and losses for a description of the accounting for impairments. Dividends from
these investments are recognized in Net investment income when declared.

Commercial loans are carried at unpaid principal balances, net of
unamortized premiums or discounts and an allowance for losses. Interest income, as well as prepayment fees and the amortization of related premiums or discounts, is included in Net investment income. The allowance for losses includes a
loan specific reserve for non-performing loans and a portfolio reserve for probable incurred but not specifically identified losses. Non-performing loans include those loans for which it is probable that amounts due according to the contractual
terms of the loan agreement will not all be collected. These loans are measured at the present value of expected future cash flows discounted at the loans effective interest rate, or at the fair value of the collateral if the loan is
collateral dependent. Interest received on non-performing loans, including loans that were previously modified in a troubled debt restructuring, is either applied against the principal or reported as net investment income, according to
managements judgment as to the collectibility of principal. Management discontinues accruing interest on non-performing loans after the loans are 90 days delinquent as to principal or interest, or earlier when management has doubts about
collectibility. When a loan is recognized as non-performing, any accrued but uncollectible interest is charged to interest income in the period the loan is deemed non-performing. Generally, a loan is restored to accrual status only after all
delinquent interest and principal are brought current and, in the case of loans where the payment of interest has been interrupted for a substantial period, a regular payment performance has been established. The portfolio reserve for incurred but
not specifically identified losses considers the Companys past loan loss experience, the current credit composition of the portfolio, historical credit migration, property type diversification, default and loss severity statistics and other
relevant factors. The changes in the allowance for loan losses, are reported in Realized investment (losses), net.

Securities repurchase and
resale agreements and securities loaned transactions are used to earn spread income, to borrow funds, or to facilitate trading activity. Securities repurchase and resale agreements are generally short term in nature, and therefore, the carrying
amounts of these instruments approximate fair value. Securities repurchase and resale agreements are collateralized by cash, U.S. government and government agency securities. Securities loaned are collateralized principally by cash and U.S.
government securities. For securities repurchase agreements and securities loaned transactions used to earn spread income, the cash received is typically invested in cash equivalents, short-term investments or fixed maturities.

Securities repurchase and resale agreements that satisfy certain criteria are treated as collateralized financing arrangements. These agreements are carried at the
amounts at which the securities will be subsequently resold or reacquired, as specified in the respective agreements. For securities purchased under agreements to resell, the Companys policy is to take possession or control of the securities
and to value the securities daily. Securities to be resold are the same, or substantially the same, as the securities received. For securities sold under agreements to repurchase, the market value of the securities to be repurchased is monitored,
and additional collateral is obtained where appropriate, to protect against credit exposure. Securities to be repurchased are the same, or substantially the same as those sold. Income and expenses related to these transactions executed within the
insurance subsidiary used to earn spread income are reported as Net investment income, however, for transactions used to borrow funds, the associated borrowing cost is reported as interest expense (included in General and
administrative expenses).

Securities loaned transactions are treated as financing arrangements and are recorded at the amount of cash received. The
Company obtains collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. The Company monitors the market value of the securities loaned on a daily basis with additional collateral
obtained as necessary. Substantially all of the Companys securities loaned transactions are with large brokerage firms. Income and expenses associated with securities loaned transactions used to earn spread income are generally reported as
Net investment income; however, for securities loaned transactions used for funding purposes the associated rebate is reported as interest expense (included in General and administrative expenses).

Short-term investments consist of highly liquid debt instruments with a maturity of greater than three months and less than twelve months when purchased. These
investments are generally carried at fair value.

Other long-term investments consist of the Companys investments in joint ventures and limited
partnerships in which the Company does not exercise control, as well as investments in the Companys own separate accounts, which are carried at fair value, and investment real estate. Joint venture and partnership interests are generally
accounted for using the equity method of



F-9



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



accounting, except in instances in which the Companys interest is so minor that it exercises virtually no influence over operating and financial
policies. In such instances, the Company applies the cost method of accounting. The Companys share of net income from investments in joint ventures and partnerships is generally included in Net investment income.

Realized investment gains (losses) are computed using the specific identification method. Realized investment gains and losses are generated from numerous sources,
including the sale of fixed maturity securities, equity securities, investments in joint ventures and limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for other-than-temporary impairments.
Realized investment gains and losses are also generated from prepayment premiums received on private fixed maturity securities, recoveries of principal on previously impaired securities, provisions for losses on and other loans, fair value changes
on commercial mortgage loans carried at fair value, fair value changes on embedded derivatives and derivatives that do not qualify for hedge accounting treatment.

The Companys available-for-sale securities with unrealized losses are reviewed quarterly to identify other-than-temporary impairments in value. In evaluating whether a decline in value is other-than-temporary, the Company considers
several factors including, but not limited to the following: (1) the extent and the duration of the decline; (2) the reasons for the decline in value (credit event, currency or interest-rate related, including general credit spread
widening); (3) the Companys ability and intent to hold the investment for a period of time to allow for a recovery of value; and (4) the financial condition of and near-term prospects of the issuer. In addition, for its impairment
review of asset-backed fixed maturity securities with a credit rating below AA, the Company forecasts its best estimate of the prospective future cash flows of the security to determine if the present value of those cash flows, discounted using the
effective yield of the most recent interest accrual rate, has decreased from the previous reporting period. When a decrease from the prior reporting period has occurred and the securitys fair value is less than its carrying value, the carrying
value of the security is reduced to its fair value, with a corresponding charge to earnings. The new cost basis of an impaired security is not adjusted for subsequent increases in estimated fair value. In periods subsequent to the recognition of an
other-than-temporary impairment, the impaired security is accounted for as if it had been purchased on the measurement date of the impairment. Accordingly, the discount (or reduced premium) based on the new cost basis is accreted into net investment
income in future periods based upon the amount and timing of expected future cash flows of the security, if the recoverable value of the investment, based upon reasonably estimable cash flow is greater than the carrying value of the investment after
the impairment.

Cash and cash equivalents

Cash
and cash equivalents include cash on hand, amounts due from banks, money market instruments, and other debt issues with maturities of three months or less when purchased. The Company also engages in overnight borrowing and lending of funds with
Prudential Financial and affiliates which are considered cash and cash equivalents.

Deferred Policy Acquisition Costs

The Company is charged distribution expenses from Prudential Insurances agency network for both its domestic life and annuity products through a transfer pricing
agreement, which is intended to reflect a market based pricing arrangement. These costs include commissions and variable field office expenses. The Company is also allocated costs of policy issuance and underwriting from Prudential Insurances
general and administrative expense allocation system. The Company also is charged commissions from third parties, which are primarily capitalized as deferred acquisition costs (DAC).

The costs that vary with and that are related primarily to the production of new insurance and annuity business are deferred to the extent such costs are deemed
recoverable from future profits. For annuity products, the entire sales-based transfer pricing fee is deemed to be related to the production of new annuity business and is deferred. For life products, there is a look-through into the expenses
incurred by Prudential Insurances agency network and expenses that are considered to be related to the production of new insurance business are deferred. The cost of policy issuance and underwriting are also considered to be related primarily
to the production of new insurance and annuity business and are fully deferred.

DAC is subject to recoverability testing at the end of each accounting
period. DAC, for applicable products, is adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in Accumulated other comprehensive
income (loss).

Policy acquisition costs related to interest-sensitive and variable life products and certain investment-type products are deferred
and amortized over the expected life of the contracts (the periods range from 25 to 99 years) in proportion to estimated gross profits arising principally from investment results, mortality and expense margins, and surrender charges and the
performance of hedging programs based on historical and anticipated future experience, which is updated periodically.



F-10



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



We continue to derive our future rate of return assumptions using a reversion to the mean approach, a common industry
practice. Under this approach, we consider actual returns over a period of time and initially adjust future projected returns so that the assets grow at the expected rate of return for the entire period. However, beginning in the fourth quarter of
2008, the projected future rate of return calculated using the reversion to the mean approach was greater than 10.9% on variable life products and 10.5% on variable annuity products, our maximum future rate of return assumption. As a result, we
utilized the maximum future rate of return, thereby limiting the impact of the reversion to the mean, and further decreasing our estimate of total gross profits. The effect of changes to estimated gross profits on unamortized deferred acquisition
costs is reflected in General administrative and other expenses in the period such estimated gross profits are revised.

DAC related to term
insurance are amortized over the initial level premium period for Term Elite/Essential business issued before April 2005 and 30 years for the business sold since April 2005.

The Company and Prudential Insurance have offered programs under which policyholders, for a selected product or group of products, can exchange an existing policy or contract issued by the Company or Prudential
Insurance for another form of policy or contract. These transactions are known as internal replacements. If policyholders surrender traditional life insurance policies in exchange for life insurance policies that do not have fixed and guaranteed
terms, the Company immediately charges to expense an estimate of the remaining unamortized DAC on the surrendered policies. For other internal replacement transactions, the unamortized DAC on the surrendered policies is immediately charged to
expense if the terms of the new policies are not substantially similar to those of the former policies. If the new policies have terms that are substantially similar to those of the earlier policies, the DAC is retained with respect to the new
policies and amortized over the expected life of the new policies. The Company adopted Statement of Position (SOP) 05-1 Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or
Exchanges of Insurance Contracts on January 1, 2007. See New Accounting Pronouncements.

Reinsurance recoverables

Reinsurance recoverables include corresponding payables and receivables associated with reinsurance arrangements with affiliates. For additional
information about these arrangements see Note 13 to the Financial Statements.

Separate account assets and liabilities

Separate account assets are reported at fair value and represent segregated funds, which are invested for certain policyholders, and other customers. The assets consist
of equity securities, fixed maturities, real estate related investments, real estate mortgage loans and short-term investments. The assets of each account are legally segregated and are generally not subject to claims that arise out of any other
business of the Company. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities represent the
contractholders account balance in separate account assets. See Note 8 to the Financial Statements for additional information regarding separate account arrangements with contractual guarantees. The investment income and gains or losses for
separate accounts generally accrue to the policyholders and are not included in the Statements of Operations. Mortality, policy administration and surrender charges assessed against the accounts are included in Policy charges and fee
income. Asset administration fees charged to the accounts are included in Asset administration fees.

Deferred Sales inducements

The Company provides sales inducements to contractholders, which primarily include an up-front bonus added to the contractholders initial
deposit for certain annuity contracts. These costs are deferred and recognized on the statement of financial position in other assets. They are amortized using the same methodology and assumptions used to amortized deferred policy acquisition costs.
The amortization expense is included as a component of interest credited to policyholders account balances.

Other assets and other liabilities

Other assets consist primarily of premiums due, certain restricted assets, and receivables resulting from sales of securities that had not yet
settled at the balance sheet date. Other liabilities consist primarily of accrued expenses, technical overdrafts, and payables resulting from purchases of securities that had not yet been settled at the balance sheet date.

Policyholders account balances

The Companys
liability for policyholders account balances represents the contract value that has accrued to the benefit of the policyholder as of the balance sheet date. This liability is generally equal to the accumulated account deposits plus interest
credited less policyholder withdrawals and other charges assessed against the account balance. These policyholders account balances also include provision for benefits under non-life contingent payout annuities and certain unearned revenues.



F-11



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Future policy benefits

The Companys liability for future policy benefits is primarily comprised of the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment depends on
policyholder mortality or morbidity, less the present value of future net premiums. For life insurance, and annuity products, expected mortality or morbidity is generally based on the Companys historical experience or standard industry tables
including a provision for the risk of adverse deviation. Interest rate assumptions are based on factors such as market conditions and expected investment returns. Although mortality and morbidity and interest rate assumptions are
locked-in upon the issuance of new insurance or annuity business with fixed and guaranteed terms, significant changes in experience or assumptions may require the Company to provide for expected future losses on a product by establishing
premium deficiency reserves. Premium deficiency reserves, if required, are determined based on assumptions at the time the premium deficiency reserve is established and do not include a provision for the risk of adverse deviation.

The Companys liability for future policy benefits also includes net liabilities for guarantee benefits related to certain nontraditional long-duration life and
annuity contracts, which are discussed more fully in Note 8, and certain unearned revenues.

Contingent Liabilities

Amounts related to contingencies are accrued if it is probable that a liability has been incurred and an amount is reasonably estimable. Management evaluates whether
there are incremental legal or other costs directly associated with the ultimate resolution of the matter that are reasonably estimable and, if so, they are included in the accrual.

Insurance Revenue and Expense Recognition

Premiums from individual life products, other than
interest-sensitive life contracts, are recognized when due. When premiums are due over a significantly shorter period than the period over which benefits are provided, any gross premium in excess of the net premium (i.e., the portion of the gross
premium required to provide for all expected future benefits and expenses) is deferred and recognized into revenue in a constant relationship to insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future
policy benefits is recorded when premiums are recognized using the net level premium method.

Certain individual annuity contracts provide the holder a
guarantee that the benefit received upon death or annuitization will be no less than a minimum prescribed amount. These benefits are accounted for as insurance contracts and are discussed in further detail in Note 8. The Company also provides
contracts with certain living benefits which are considered embedded derivatives. These contracts are discussed in further detail in Note 8.

Amounts
received as payment for interest-sensitive individual life contracts, are reported as deposits to Policyholders account balances. Revenues from these contracts are reflected in Policy charges and fee income consisting
primarily of fees assessed during the period against the policyholders account balances for mortality charges, policy administration charges and surrender charges. In addition to fees, the Company earns investment income from the investment of
policyholders deposits in the Companys general account portfolio. Fees assessed that represent compensation to the Company for services to be provided in future periods and certain other fees are deferred and amortized into revenue over
the life of the related contracts in proportion to estimated gross profits. Benefits and expenses for these products include claims in excess of related account balances, expenses of contract administration, interest credited to policyholders
account balances and amortization of DAC.

Premiums, benefits and expenses are stated net of reinsurance ceded to other companies. Estimated reinsurance
recoverables and the cost of reinsurance are recognized over the life of the reinsured policies using assumptions consistent with those used to account for the underlying policies.

Asset Administration Fees

The Company receives asset administration fee income from policyholders
account balances invested in The Prudential Series Funds or, PSF, which are a portfolio of mutual fund investments related to the Companys separate account products. Also the Company receives fee income calculated on contractholder
separate account balances invested in the Advanced Series Trust Funds (see Note 13 to the Financial Statements). In addition, the Company receives fees from policyholders account balances invested in funds managed by companies other than
Prudential Insurance. Asset administration fees are recognized as income when earned.



F-12



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Derivative Financial Instruments

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices, or the value of securities or commodities. Derivative financial instruments used by the
Company, may be exchange-traded or contracted in the over-the-counter market. Derivative positions are carried at fair value, generally by obtaining quoted market prices or through the use of valuation models. Values can be affected by changes in
interest rates, foreign exchange rates, credit spreads, market volatility, expected returns and liquidity. Values can also be affected by changes in estimates and assumptions including those related to counterparty behavior used in valuation models.

Derivatives are used to manage the characteristics of the Companys asset/liability mix, as well as interest rate and currency characteristics of
assets or liabilities. Additionally, derivatives may be used to seek to reduce exposure to interest rate and foreign currency risks associated with assets held or expected to be purchased or sold, and liabilities incurred or expected to be incurred.

Derivatives are recorded within Other long term investments, in the Statement of Financial Position except for embedded derivatives, which are
recorded in the Statement of Financial Position with the associated host contract. As discussed in detail below and in Note 11, all realized and unrealized changes in fair value of derivatives, with the exception of the effective portion of cash
flow hedges, are recorded in current earnings. Cash flows from these derivatives are reported in the investing activities section in the Statements of Cash Flows.

The Company designates derivatives as either (1) a hedge of the fair value of a recognized asset or liability or unrecognized firm commitment (fair value hedge), (2) a hedge of a forecasted transaction or the
variability of cash flows to be received or

paid related to a recognized asset or liability (cash flow hedge), (3) a foreign currency fair
value or cash flow hedge (foreign currency hedge), or (4) a derivative entered into as an economic hedge that does not qualified for hedge accounting. During the years ended December 31, 2008, 2007 and 2006 none of the
Companys derivatives qualify for hedge accounting treatment.

To qualify for hedge accounting treatment, a derivative must be highly effective in
mitigating the designated risk of the hedged item. Effectiveness of the hedge is formally assessed at inception and throughout the life of the hedging relationship. Even if a derivative qualifies for hedge accounting treatment, there may be an
element of ineffectiveness of the hedge. Under such circumstances, the ineffective portion is recorded in Realized investment gains (losses), net.

If a derivative does not qualify for hedge accounting, all changes in its fair value, including net receipts and payments, are included in Realized investment gains (losses), net without considering changes in the fair value of
the economically associated assets or liabilities.

The Company is a party to financial instruments that may contain derivative instruments that are
embedded in the financial instruments. At inception, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the
financial instrument (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative
possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument, the embedded
derivative is separated from the host contract, carried at fair value, and changes in its fair value are included in Realized investment gains (losses), net.

Income Taxes

The Company is a member of the consolidated federal income tax return of Prudential Financial
and files separate company state and local tax returns. Pursuant to the tax allocation arrangement with Prudential Financial, total federal income tax expense is determined on a separate company basis. Members with losses record tax benefits to the
extent such losses are recognized in the consolidated federal tax provision.

Deferred income taxes are recognized, based on enacted rates, when assets and
liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to reduce a deferred tax asset to the amount that is more likely than not to be realized.

New Accounting Pronouncements

In January 2009, the FASB
issued FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP revises other-than-temporary-impairment guidance for beneficial interests in securitized financial assets that are



F-13



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



within the scope of Issue 99-20. This FSP is effective for interim and annual reporting periods ending after December 15, 2008. Accordingly, the Company
adopted this guidance effective December 31, 2008. The Companys adoption of this guidance did not have a material effect on the Companys financial position or results of operations.

In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. This FSP
clarifies the application of SFAS No. 157 in a market that is not active and applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with SFAS No. 157. The FSP
is effective upon issuance, including prior periods for which financial statements have not been issued. Accordingly, the Company adopted this guidance effective September 30, 2008. The Companys adoption of this guidance did not have a
material effect on the Companys financial position or results of operations.

In September 2008, the FASB issued FSP FAS 133-1 and FIN 45-4,
Disclosures about Credit Derivatives and Certain Guarantees an amendment of FASB Statement No. 133 and FASB Interpretation No. 45. This FSP requires sellers of credit derivatives and certain guarantees to disclose (a) the
nature of the credit derivative, the reason(s) for entering into the credit derivative, approximate term, performance triggers, and the current status of the performance risk; (b) the undiscounted maximum potential amount of future payments the
seller could be required to make before considering any recoveries from recourse provisions or collateral; (c) the credit derivatives fair value; (d) the nature of any recourse provisions and any collateral assets held to ensure
performance. This FSP also requires the above disclosures for hybrid instruments that contain embedded derivatives and amends paragraph 13 of FIN 45 to require disclosure of the current status of the guarantees performance risk. This FSP is
effective for interim and annual reporting periods ending after December 15, 2008. Accordingly, the Company adopted this guidance effective December 31, 2008. The Companys adoption of this guidance did not have a material effect on
the Companys financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities an amendment of SFAS No. 133. This statement amends and expands the disclosure requirements for derivative instruments and hedging activities by requiring companies to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entitys financial position, financial performance, and cash flows. The Company will adopt this guidance effective January 1, 2009. The Companys adoption of this guidance is not expected to have a
material effect on the Companys financial position or results of operations.

In February 2008, the FASB issued FSP FAS 140-3, Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions. The FSP provides recognition and derecognition guidance for a repurchase financing transaction, which is a repurchase agreement that relates to a previously transferred
financial asset between the same counterparties, that is entered into contemporaneously with or in contemplation of, the initial transfer. The FSP is effective for fiscal years beginning after November 15, 2008. The FSP is to be applied
prospectively to new transactions entered into after the adoption date. The Company will adopt this guidance effective January 1, 2009. The Company is currently assessing the impact of this FSP on the Companys financial position and
results of operations.

In February 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB Statement No. 157. This FSP applies to
nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP FAS 157-2 delays the effective date of SFAS No. 157 or
these items to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company is currently assessing the impact of this FSP on the Companys financial position and results of operations.

In January 2008, the FASB issued Statement No. 133 Implementation Issue No. E23, HedgingGeneral: Issues Involving the Application of the
Shortcut Method under Paragraph 68. Implementation Issue No. E23 amends Statement No. 133, paragraph 68 with respect to the conditions that must be met in order to apply the shortcut method for assessing hedge effectiveness. This
implementation guidance was effective for hedging relationships designated on or after January 1, 2008. The Companys adoption of this guidance effective January 1, 2008 did not have a material effect on the Companys financial
position or results of operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Financial Statements. SFAS
No. 160 will change the accounting for minority interests, which will be recharacterized as noncontrolling interests and classified by the parent company as a component of equity. The Company will adopt this guidance effective January 1,
2009. Upon adoption, SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests and prospective adoption for all other requirements. The Companys adoption of this guidance is
not expected to have a material effect on the Companys financial position or results of operations, but will affect financial statement presentation and disclosure.



F-14



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities. This statement provides companies with an option to report selected financial assets and liabilities at fair value, with the associated changes in fair value reflected in the
Statements of Operations. The Company has adopted this guidance effective January 1, 2008. The Companys adoption of this guidance did not have a material effect on the Companys financial position or results of operations.

In September 2006, the Staff of the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements. The interpretations in this SAB express the Staffs views regarding the process of quantifying financial statement misstatements. Specifically, the SEC
staff believes that registrants must quantify the impact on current period financial statements of correcting all misstatements, including both those occurring in the current period and the effect of reversing those that have accumulated from prior
periods. This SAB should be applied beginning with the first fiscal year ending after November 15, 2006, with early adoption encouraged. Since the Companys method for quantifying financial statement misstatements already considers those
occurring in the current period and the effect of reversing those that have accumulated from prior periods, the adoption of SAB No. 108 had no effect to the financial position and result of operations of the Company.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This Statement does not require any new fair value measurements, but the application of this Statement could change current
practices in determining fair value. The Company has adopted this guidance effective January 1, 2008. The Companys adoption of this guidance did not have a material effect on the Companys financial position or results of operations.

In June 2006, the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109.
See Note 7 for details regarding the adoption of this pronouncement.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Instruments. This statement eliminates an exception from the requirement to bifurcate an embedded derivative feature from beneficial interests in securitized financial assets. The Company has relied upon this exception for certain
investments that the Company has made in securitized financial assets in the normal course of operations, and thus has not previously had to consider whether such investments contain an embedded derivative. The new requirement to identify embedded
derivatives in beneficial interests will be applied on a prospective basis only to beneficial interests acquired, issued, or subject to certain remeasurement conditions after the adoption of the guidance. This statement also provides an election, on
an instrument by instrument basis, to measure at fair value an entire hybrid financial instrument that contains an embedded derivative requiring bifurcation, rather than measuring only the embedded derivative on a fair value basis. If the fair value
election is chosen, changes in unrealized gains and losses are reflected in the Statements of Operations. The Company adopted this guidance effective January 1, 2007. The Companys adoption of this guidance did not have a material effect
on the Companys financial position or results of operations.

In September 2005, the Accounting Standards Executive Committee (AcSEC) of
the American Institute of Certified Public Accountants issued Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance
Contracts. SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs, including deferred policy acquisition costs, and deferred sales inducements, on internal replacements of insurance and investment
contracts other than those specifically described in SFAS No. 97. SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by
amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract, and was effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company adopted SOP 05-1
on January 1, 2007, which resulted in a net after-tax reduction to retained earnings of $0.2 million.

Reclassifications

Certain amounts in the prior years have been reclassified to conform to the current year presentation.



F-15



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements





3. INVESTMENTS

Fixed Maturities and Equity Securities :

The following tables provide additional information relating to fixed maturities and equity
securities as of December 31:



|                                                                                     |  |                |         |                      |   |                       |  |           |        |  |   |        
|------------------------------------------------------------------------------------ |  | -------------- | ------- | -------------------- | - | --------------------- |  | --------- | ------ |  | - | -------
|                                                                                     |  | 2008          
|                                                                                     |  | AmortizedCost  |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | FairValue
|                                                                                     |  | (in thousands)
|Fixed maturities, available for sale                                                 |  |                |         |                      |   |                       |  |           |        |  |   |        
|U.S. Treasury securities and obligations of U.S. Government authorities and agencies |  | $              | 30,556  |                      | $ | 3,721                 |  | $         |       |  | $ | 34,277 
|                                                                                     |  |                |         |                     
|Foreign government bonds                                                             |  |                | 9,391   |                      |   | 573                   |  |           | 7      |  |   | 9,957  
|                                                                                     |  |                |         |                     
|Asset-backed securities (1)                                                          |  |                | 103,724 |                      |   | 1,582                 |  |           | 18,827 |  |   | 86,479 
|                                                                                     |  |                |         |                     
|Commercial mortgage-backed securities                                                |  |                | 104,156 |                      |   | 157                   |  |           | 15,110 |  |   | 89,203 
|                                                                                     |  |                |         |                     
|Residential mortgage-backed securities (2)                                           |  |                | 119,788 |                      |   | 5,064                 |  |           | 983    |  |   | 123,869
|                                                                                     |  |                |         |                     
|Corporate securities                                                                 |  |                | 498,380 |                      |   | 3,203                 |  |           | 49,346 |  |   | 452,237
|                                                                                     |  |                |         |                      |   |                       |  |           |        |  |   |        
|                                                                                     |  |                |         |                     
|Total fixed maturities, available for sale                                           |  | $              | 865,995 |                      | $ | 14,300                |  | $         | 84,273 |  | $ | 796,022
|                                                                                     |  |                |         |                      |   |                       |  |           |        |  |   |        
|Equity securities, available for sale                                                |  | $              | 4,143   |                      |   |                      |  | $         | 1,334  |  | $ | 2 ,809 
|                                                                                     |  |                |         |                      |   |                       |  |           |        |  |   |        



|(1) | Includes credit tranched securities collateralized by sub-prime mortgages, auto loans, credit cards, education loans, and other asset types.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes publicly traded agency pass-through securities and collateralized mortgage obligations.
|--- | ------------------------------------------------------------------------------------------------



|                                                                                     |  |                |         |                      |   |                       |  |           |       |  |   |        
|------------------------------------------------------------------------------------ |  | -------------- | ------- | -------------------- | - | --------------------- |  | --------- | ----- |  | - | -------
|                                                                                     |  | 2007          
|                                                                                     |  | AmortizedCost  |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | FairValue
|                                                                                     |  | (in thousands)
|Fixed maturities, available for sale                                                 |  |                |         |                      |   |                       |  |           |       |  |   |        
|U.S. Treasury securities and obligations of U.S. Government authorities and agencies |  | $              | 6,289   |                      | $ | 169                   |  | $         |      |  | $ | 6,458  
|                                                                                     |  |                |         |                     
|Foreign government bonds                                                             |  |                | 9,529   |                      |   | 848                   |  |           |      |  |   | 10,377 
|                                                                                     |  |                |         |                     
|Asset-backed securities                                                              |  |                | 127,545 |                      |   | 672                   |  |           | 3,764 |  |   | 124,453
|                                                                                     |  |                |         |                     
|Commercial mortgage-backed securities                                                |  |                | 177,902 |                      |   | 2,064                 |  |           | 167   |  |   | 179,799
|                                                                                     |  |                |         |                     
|Residential mortgage-backed securities                                               |  |                | 113,398 |                      |   | 2,204                 |  |           | 36    |  |   | 115,566
|                                                                                     |  |                |         |                     
|Corporate securities                                                                 |  |                | 464,269 |                      |   | 8,421                 |  |           | 5,823 |  |   | 466,867
|                                                                                     |  |                |         |                      |   |                       |  |           |       |  |   |        
|                                                                                     |  |                |         |                     
|Total fixed maturities, available for sale                                           |  | $              | 898,932 |                      | $ | 14,378                |  | $         | 9,790 |  | $ | 903,520
|                                                                                     |  |                |         |                      |   |                       |  |           |       |  |   |        
|Equity securities, available for sale                                                |  | $              | 4,143   |                      | $ | 265                   |  |           |      |  | $ | 4 ,408 
|                                                                                     |  |                |         |                      |   |                       |  |           |       |  |   |        



F-16



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



3. INVESTMENTS (continued)



The amortized cost and estimated fair value of fixed maturities, by contractual maturities at December 31, 2008,
is shown below:



|                                       |  |                    |         |           |   |        
|-------------------------------------- |  | ------------------ | ------- | --------- | - | -------
|                                       |  | Available for Sale
|                                       |  | AmortizedCost      |         | FairValue
|                                       |  | (in thousands)    
|Due in one year or less                |  | $                  | 40,582  |           | $ | 40,381 
|                                       |  |                   
|Due after one year through five years  |  |                    | 223,671 |           |   | 212,076
|                                       |  |                   
|Due after five years through ten years |  |                    | 185,656 |           |   | 164,366
|                                       |  |                   
|Due after ten years                    |  |                    | 88,417  |           |   | 79,648 
|                                       |  |                   
|Residential mortgage-backed securities |  |                    | 119,788 |           |   | 123,869
|Commercial mortgage-backed securities  |  |                    | 104,157 |           |   | 89,203 
|                                       |  |                   
|Asset-backed securities                |  |                    | 103,724 |           |   | 86,479 
|                                       |  |                    |         |           |   |        
|                                       |  |                   
|Total                                  |  | $                  | 865,995 |           | $ | 796,022
|                                       |  |                    |         |           |   |        

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay
obligations. Asset-backed, commercial mortgage-backed, and residential mortgage-backed securities are shown separately in the table above, as they are not due at a single maturity date.

Proceeds from the sale of fixed maturities available for sale during 2008, 2007, and 2006 were $207 million, $202 million, and $949 million, respectively. Proceeds from maturities of fixed maturities available for
sale during 2008, 2007, and 2006 were $43 million, and $66 million, and $96 million, respectively. Gross gains of $1 million, $2 million, and $1 million, and gross losses of $2 million, $1 million, and $15 million were realized on those sales during
2008, 2007, and 2006, respectively.

Other Long term Investments

The following table provides information relating to other long term investments as of December 31:



|                                          |  |                |        |   |      |   |        |  
|----------------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | -
|                                          |  | 2008           |        |   | 2007 |  
|                                          |  | (in thousands) |       
|Companys investment in Separate accounts |  | $              | 2,829  |   |      | $ | 3,049  |  
|Joint ventures and limited partnerships   |  |                | 6,171  |   |      |   | 4,153  |  
|Derivatives                               |  |                | (1,203 | ) |      |   | (1,571 | )
|                                          |  |                |        |   |      |   |        |  
|Total other long- term investments        |  | $              | 7,797  |   |      | $ | 5,631  |  
|                                          |  |                |        |   |      |   |        |  

Investment Income and Investment Gains and Losses

Net investment income arose from the following sources for the years ended December 31:



|                                            |  |                |        |   |      |   |        |      |  |   |        |  
|------------------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                            |  | 2008           |        |   | 2007 |   |        | 2006 | 
|                                            |  | (in thousands) |       
|Fixed maturities, available for sale        |  | $              | 52,035 |   |      | $ | 52,845 |      |  | $ | 55,625 |  
|Policy loans                                |  |                | 9,187  |   |      |   | 8,863  |      |  |   | 8,632  |  
|Commercial loans                            |  |                | 8,216  |   |      |   | 4,641  |      |  |   | 1,789  |  
|Short term investments and cash equivalents |  |                | 1,455  |   |      |   | 3,356  |      |  |   | 4,082  |  
|Other                                       |  |                | 261    |   |      |   | 751    |      |  |   | 599    |  
|                                            |  |                |        |   |      |   |        |      |  |   |        |  
|Gross investment income                     |  |                | 71,154 |   |      |   | 70,456 |      |  |   | 70,727 |  
|Less: investment expenses                   |  |                | (3,153 | ) |      |   | (3,751 | )    |  |   | (5,099 | )
|                                            |  |                |        |   |      |   |        |      |  |   |        |  
|Net investment income                       |  | $              | 68,001 |   |      | $ | 66,705 |      |  | $ | 65,628 |  
|                                            |  |                |        |   |      |   |        |      |  |   |        |  



F-17



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



3. INVESTMENTS (continued)



Realized investment gains/(losses), net, including charges for other than temporary impairments,
for the years ended December 31, were from the following sources:



|                                     |  |                |         |   |      |   |        |      |  |   |         |  
|------------------------------------ |  | -------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                     |  | 2008           |         |   | 2007 |   |        | 2006 | 
|                                     |  | (in thousands) |        
|Fixed maturities, available for sale |  | $              | (10,575 | ) |      | $ | 965    |      |  | $ | (14,374 | )
|Derivatives                          |  |                | (15,496 | ) |      |   | (2,709 | )    |  |   | 576     |  
|Commercial loans                     |  |                | (884    | ) |      |   | (457   | )    |  |   | (102    | )
|Other                                |  |                |        |   |      |   |       |      |  |   |        |  
|                                     |  |                |         |   |      |   |        |      |  |   |         |  
|Realized investment losses, net      |  | $              | (26,955 | ) |      | $ | (2,201 | )    |  | $ | (13,900 | )
|                                     |  |                |         |   |      |   |        |      |  |   |         |  

The write-down for impairments that were deemed to be other than temporary for fixed maturities were $9 million
for the year 2008 and less than $1 million for 2007 and 2006 respectively.

Commercial Loans

The Companys commercial loans are comprised as follows as at December 31:



|                                           |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  
|------------------------------------------ |  | -------------------- | ------- | - | --------- | ----- | - | -------------------- | - | ------- | --------- |  | ----- | -
|                                           |  | 2008                 |         |   | 2007      |      
|                                           |  | Amount(in thousands) |         |   | % ofTotal |       |   | Amount(in thousands) |   |         | % ofTotal | 
|Commercial mortgage loans by property type |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  
|Apartment complexes                        |  | $                    | 16,387  |   |           | 11.0  | % |                      | $ | 11,863  |           |  | 11.6  | %
|Agricultural properties                    |  |                      | 15,980  |   |           | 10.7  | % |                      |   | 16,469  |           |  | 16.1  | %
|Industrial buildings                       |  |                      | 36,439  |   |           | 24.5  | % |                      |   | 20,773  |           |  | 20.3  | %
|Retail stores                              |  |                      | 14,453  |   |           | 9.7   | % |                      |   | 8,826   |           |  | 8.7   | %
|Office buildings                           |  |                      | 21,505  |   |           | 14.5  | % |                      |   | 16,980  |           |  | 16.6  | %
|Other                                      |  |                      | 44,075  |   |           | 29.6  | % |                      |   | 27,232  |           |  | 26.7  | %
|                                           |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  
|Total collateralized loans                 |  |                      | 148,839 |   |           | 100.0 | % |                      |   | 102,143 |           |  | 100.0 | %
|                                           |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  
|Valuation allowance                        |  |                      | (1,444  | ) |           |       |   |                      |   | (560    | )         |  |       |  
|                                           |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  
|Total net collateralized loans             |  |                      | 147,395 |   |           |       |   |                      |   | 101,583 |           |  |       |  
|                                           |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  
|Total commercial loans                     |  | $                    | 147,395 |   |           |       |   |                      | $ | 101,583 |           |  |       |  
|                                           |  |                      |         |   |           |       |   |                      |   |         |           |  |       |  

The commercial loans are geographically dispersed throughout the United States with the largest concentrations in
New York (10%) and Texas (11%) at December 31, 2008.

Activity in the allowance for losses for all commercial loans, for the years ended
December 31, is as follows:



|                                        |  |                |       |      |   |      |  |   |    
|--------------------------------------- |  | -------------- | ----- | ---- | - | ---- |  | - | ---
|                                        |  | 2008           |       | 2007 |   | 2006
|                                        |  | (in thousands)
|Allowance for losses, beginning of year |  | $              | 560   |      | $ | 102  |  | $ |   
|Addition to allowance for losses        |  |                | 884   |      |   | 458  |  |   | 102
|                                        |  |                |       |      |   |      |  |   |    
|Allowance for losses, end of year       |  | $              | 1,444 |      | $ | 560  |  | $ | 102
|                                        |  |                |       |      |   |      |  |   |    



F-18



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



3. INVESTMENTS (continued)



Net Unrealized Investment Gains (Losses)

Net unrealized investment gains (losses) on securities available for sale are included in the Statements of Financial Position as a component of Accumulated other comprehensive income (loss), net of tax.
Changes in these amounts include reclassification adjustments to exclude from Accumulated other comprehensive income (loss), net of tax those items that are included as part of Net income for a period that also had been part
of Accumulated other comprehensive income (loss), net of tax in earlier periods. The amounts for the years ended December 31, net of taxes, are as follows:



|                                                                                        |  |                                          |         |   |                                |   |        |                               |  |   |                                     |   |  |                                                                                            |         |   |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------- | - | ------------------------------ | - | ------ | ----------------------------- |  | - | ----------------------------------- | - |  | ------------------------------------------------------------------------------------------ | ------- | - |  | - | ------- | -
|                                                                                        |  | NetUnrealizedGains(Losses) onInvestments |         |   | DeferredpolicyAcquisitionCosts |   |        | PolicyholdersAccountBalances |  |   | DeferredIncomeTax(Liability)Benefit |   |  | AccumulatedotherComprehensiveIncome (Loss)Related to NetUnrealizedInvestmentGains (Losses) |        
|                                                                                        |  |                                          |         |   | (in thousands)                 |   |        |                               |  |   |                                     |  
|Balance, January 1, 2006                                                                |  | $                                        | 1,453   |   |                                | $ | 112    |                               |  | $ | (281                                | ) |  | $                                                                                          | (449    | ) |  | $ | 835     |  
|                                                                                        |  |                                          |         |   |                               
|Net investment (losses) on investments arising during the period                        |  |                                          | 21,752  |   |                                |   |       |                               |  |   |                                    |   |  |                                                                                            | (7,613  | ) |  |   | 14,139  |  
|                                                                                        |  |                                          |         |   |                               
|Reclassification adjustment for gains included in net income                            |  |                                          | (14,373 | ) |                                |   |       |                               |  |   |                                    |   |  |                                                                                            | 5,031   |   |  |   | (9,342  | )
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment losses on deferred policy acquisition costs         |  |                                          |        |   |                                |   | (3,701 | )                             |  |   |                                    |   |  |                                                                                            | 1,295   |   |  |   | (2,406  | )
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment gain on Policyholders account balances             |  |                                          |        |   |                                |   |       |                               |  |   | 1,194                               |   |  |                                                                                            | (418    | ) |  |   | 776     |  
|                                                                                        |  |                                          |         |   |                                |   |        |                               |  |   |                                     |   |  |                                                                                            |         |   |  |   |         |  
|Balance, December 31, 2006                                                              |  | $                                        | 8,832   |   |                                | $ | (3,589 | )                             |  | $ | 913                                 |   |  | $                                                                                          | (2,154  | ) |  | $ | 4,002   |  
|                                                                                        |  |                                          |         |   |                               
|Net investment gains on investments arising during the period                           |  |                                          | (3,970  | ) |                                |   |       |                               |  |   |                                    |   |  |                                                                                            | 1,389   |   |  |   | (2,581  | )
|                                                                                        |  |                                          |         |   |                               
|Reclassification adjustment for gain included in net income                             |  |                                          | 965     |   |                                |   |       |                               |  |   |                                    |   |  |                                                                                            | (338    | ) |  |   | 627     |  
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment (losses) on deferred policy acquisition costs       |  |                                          |        |   |                                |   | 2,406  |                               |  |   |                                    |   |  |                                                                                            | (842    | ) |  |   | 1,564   |  
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment (losses) on Policyholders account balances         |  |                                          |        |   |                                |   |       |                               |  |   | (828                                | ) |  |                                                                                            | 290     |   |  |   | (538    | )
|                                                                                        |  |                                          |         |   |                                |   |        |                               |  |   |                                     |   |  |                                                                                            |         |   |  |   |         |  
|Balance, December 31, 2007                                                              |  | $                                        | 5,827   |   |                                | $ | (1,183 | )                             |  | $ | 85                                  |   |  | $                                                                                          | (1,655  | ) |  | $ | 3,074   |  
|                                                                                        |  |                                          |         |   |                               
|Net investment (losses) on investments arising during the period                        |  |                                          | (87,322 | ) |                                |   |       |                               |  |   |                                    |   |  |                                                                                            | 30,563  |   |  |   | (56,759 | )
|                                                                                        |  |                                          |         |   |                               
|Reclassification adjustment for (losses) included in net income                         |  |                                          | 10,575  |   |                                |   |       |                               |  |   |                                    |   |  |                                                                                            | (3,702  | ) |  |   | 6,873   |  
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment gains (losses) on deferred policy acquisition costs |  |                                          |         |   |                                |   |        |                               |  |   |                                     |   |  |                                                                                            |         |   |  |   |         |  
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment gains on deferred policy acquisition costs          |  |                                          |        |   |                                |   | 42,376 |                               |  |   |                                    |   |  |                                                                                            | (14,832 | ) |  |   | 27,544  |  
|                                                                                        |  |                                          |         |   |                               
|Impact of net unrealized investment gains on Policyholders account balances            |  |                                          |        |   |                                |   |       |                               |  |   | (17,542                             | ) |  |                                                                                            | 6,140   |   |  |   | (11,402 | )
|                                                                                        |  |                                          |         |   |                                |   |        |                               |  |   |                                     |   |  |                                                                                            |         |   |  |   |         |  
|Balance, December 31, 2008                                                              |  | $                                        | (70,920 | ) |                                | $ | 41,193 |                               |  | $ | (17,457                             | ) |  | $                                                                                          | 16,514  |   |  | $ | (30,670 | )
|                                                                                        |  |                                          |         |   |                                |   |        |                               |  |   |                                     |   |  |                                                                                            |         |   |  |   |         |  



F-19



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



3. INVESTMENTS (continued)



The table below presents net unrealized gains/(losses) on investments by asset class at December 31,



|                                       |  |                |         |   |      |   |       |  |   |      
|-------------------------------------- |  | -------------- | ------- | - | ---- | - | ----- |  | - | -----
|                                       |  | 2008           |         |   | 2007 |   | 2006 
|                                       |  | (in thousands)
|Fixed maturities                       |  | $              | (69,973 | ) |      | $ | 4,588 |  | $ | 8,233
|Other long term investments            |  |                | (947    | ) |      |   | 1,239 |  |   | 599  
|                                       |  |                |         |   |      |   |       |  |   |      
|Unrealized gains/losses on investments |  | $              | (70,920 | ) |      | $ | 5,827 |  | $ | 8,832
|                                       |  |                |         |   |      |   |       |  |   |      

Duration of Gross Unrealized Loss Positions for Fixed Maturities and Equity Securities

The following table shows the fair value and gross unrealized losses aggregated by investment category and length of time that individual fixed maturity securities have
been in a continuous unrealized loss position, as of December 31, 2008 and 2007 respectively:



|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|------------------------------------------------------------------------------------ |  | ----------------------- | ------- | --------------------- | - | --------- |  | ---------------- | ------- | --------- | - | ---------------- |  | - | ------- |  | - | ------
|                                                                                     |  | Less than twelve months |         | Twelve months or more |   | Total    
|                                                                                     |  | FairValue               |         | UnrealizedLosses      |   | FairValue |  | UnrealizedLosses |         | FairValue |   | UnrealizedLosses
|                                                                                     |  | (in thousands)         
|Fixed maturities, available for sale: 2008                                           |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|                                                                                     |  |                         |         |                       |   |          
|U.S. Treasury securities and obligations of U.S. government authorities and agencies |  | $                       |        |                       | $ |          |  | $                |        |           | $ |                 |  | $ |        |  | $ |      
|Foreign government bonds                                                             |  |                         | 1,846   |                       |   | 7         |  |                  |        |           |   |                 |  |   | 1,846   |  |   | 7     
|Corporate securities                                                                 |  |                         | 267,313 |                       |   | 30,123    |  |                  | 52,180  |           |   | 19,223           |  |   | 319,493 |  |   | 49,346
|Residential mortgage-backed securities                                               |  |                         | 1,444   |                       |   | 782       |  |                  | 205     |           |   | 201              |  |   | 1,649   |  |   | 983   
|Commercial mortgage-backed securities                                                |  |                         | 72,251  |                       |   | 12,083    |  |                  | 14,071  |           |   | 3,027            |  |   | 86,322  |  |   | 15,110
|Asset-backed securities                                                              |  |                         | 69,126  |                       |   | 14,592    |  |                  | 7,000   |           |   | 4,235            |  |   | 76,126  |  |   | 18,827
|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|Total fixed maturities, available for sale                                           |  | $                       | 411,980 |                       | $ | 57,587    |  | $                | 73,456  |           | $ | 26,686           |  | $ | 485,436 |  | $ | 84,273
|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|Equity Securities, available for sale: 2008                                          |  | $                       | 2,688   |                       | $ | 1,334     |  |                  |        |           |   |                 |  | $ | 2,688   |  | $ | 1,334 
|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|                                                                                     |  |                         |         |                       |   |          
|Fixed maturities, available for sale: 2007                                           |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|                                                                                     |  |                         |         |                       |   |          
|U.S. Treasury securities and obligations of U.S. government authorities and agencies |  | $                       | 6,289   |                       | $ |          |  | $                |        |           | $ |                 |  | $ | 6,289   |  | $ |      
|                                                                                     |  |                         |         |                       |   |          
|Foreign government bonds                                                             |  |                         | 9,529   |                       |   |          |  |                  |        |           |   |                 |  |   | 9,529   |  |   |      
|Corporate securities                                                                 |  |                         | 386,167 |                       |   | 2,868     |  |                  | 72,279  |           |   | 2,955            |  |   | 458,446 |  |   | 5,823 
|Residential mortgage-backed securities                                               |  |                         | 110,388 |                       |   |          |  |                  | 2,973   |           |   | 36               |  |   | 113,361 |  |   | 36    
|Commercial mortgage-backed securities                                                |  |                         | 172,559 |                       |   | 164       |  |                  | 5,176   |           |   | 3                |  |   | 177,735 |  |   | 167   
|Asset-backed securities                                                              |  |                         | 99,202  |                       |   | 2,528     |  |                  | 24,579  |           |   | 1,236            |  |   | 123,781 |  |   | 3,764 
|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|Total fixed maturities, available for sale                                           |  | $                       | 784,134 |                       | $ | 5,560     |  | $                | 105,007 |           | $ | 4,230            |  | $ | 889,141 |  | $ | 9,790 
|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       
|Equity Securities, available for sale: 2007                                          |  | $                       | 4,143   |                       |   |          |  |                  |        |           |   |                 |  | $ | 4,413   |  |   |      
|                                                                                     |  |                         |         |                       |   |           |  |                  |         |           |   |                  |  |   |         |  |   |       

As of December 31, 2008, unrealized gains (losses) on fixed maturities and equity securities was comprised of
$85 million of gross unrealized losses and $14 million of gross unrealized gains. Gross unrealized losses includes $27 million of gross losses that have been in such a position for twelve months or greater. Based on a review of the above information
in conjunction with other factors as outlined in our policy surrounding other than temporary impairments (see Note 2 to the Consolidated Financial Statements), we have concluded that an adjustment for other than temporary impairments for these
securities was not warranted at December 31, 2008. Each security is current on its contractual payments, and a detailed analysis of the underlying credit resulted in the determination that there is no evidence of probable credit deterioration
that would indicate they would be unable to meet their contractual obligations. The declines in fair value were primarily due to credit spread widening and increased liquidity discounts. In each case, the Company has the ability and intent to hold
the security for a period of time to allow for a recovery of value



F-20



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



3. INVESTMENTS (continued)



As of December 31, 2007, unrealized gains (losses) on fixed maturities and equity securities was comprised of
$10 million of gross unrealized losses and $14 million of gross unrealized gains. Gross unrealized losses includes $4 million of gross losses that have been in such a position for twelve months or greater. Based on a review of the above information
in conjunction with other factors as outlined in our policy surrounding other than temporary impairments (see Note 2 to the Consolidated Financial Statements), we have concluded that an adjustment for other than temporary impairments for these
securities was not warranted at December 31, 2007. Each security is current on its contractual payments, and a detailed analysis of the underlying credit resulted in the determination that there is no evidence of probable credit deterioration
that would indicate they would be unable to meet their contractual obligations. The declines in fair value were primarily due to credit spread widening and increased liquidity discounts. In each case, the Company has the ability and intent to hold
the security for a period of time to allow for a recovery of value

Securities Pledged, Restricted Assets and Special Deposits

The Company pledges investment securities it owns to unaffiliated parties through certain transactions including securities lending, securities sold under agreements to
repurchase, and futures contracts. At December 31, 2008 and 2007, the carrying values of fixed maturities available for sale pledged to third parties as reported in the Statements of Financial Position were $37 million and $40 million,
respectively.

Fixed maturities of $0.4 and $0.3 million at December 31, 2008 and 2007, respectively, were on deposit with governmental authorities or
trustees as required by certain insurance laws.

4. DEFERRED POLICY ACQUISITION COSTS

The balance of and changes in deferred policy acquisition costs for the year ended December 31, are as follows:



|                                                        |  |                |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                        |  | 2008           |         |   | 2007 |   |         | 2006 | 
|                                                        |  | (in thousands) |        
|Balance, beginning of year                              |  | $              | 273,144 |   |      | $ | 255,849 |      |  | $ | 225,572 |  
|Capitalization of commissions, sales and issue expenses |  |                | 49,675  |   |      |   | 50,565  |      |  |   | 42,918  |  
|Amortization                                            |  |                | (38,389 | ) |      |   | (35,447 | )    |  |   | (8,940  | )
|Change in unrealized investment gains/(losses)          |  |                | 42,376  |   |      |   | 2,406   |      |  |   | (3,701  | )
|Cumulative effect of SOP 05-1                           |  |                |        |   |      |   | (229    | )    |  |   |        |  
|                                                        |  |                |         |   |      |   |         |      |  |   |         |  
|Balance, end of year                                    |  | $              | 326,806 |   |      | $ | 273,144 |      |  | $ | 255,849 |  
|                                                        |  |                |         |   |      |   |         |      |  |   |         |  

Deferred acquisition costs include reductions in capitalization and amortization related to the reinsurance
expense allowances resulting from the coinsurance treaty with Prudential Arizona Reinsurance Captive Company, or PARCC discussed in Note 13 to the Financial Statements.

Ceded capitalization was $20 million, $20 million and $16 million in 2008, 2007 and 2006 respectively. Amortization relating to this treaty included in the above table amounted to $4 million in 2008, 2007 and 2006.

5. POLICYHOLDERS LIABILITIES

Future policy
benefits at December 31 are as follows:



|                                             |  |                |         |      |   |        
|-------------------------------------------- |  | -------------- | ------- | ---- | - | -------
|                                             |  | 2008           |         | 2007
|                                             |  | (in thousands)
|Life insurance                               |  | $              | 379,573 |      | $ | 302,205
|Individual and group annuities               |  |                | 5,249   |      |   | 5,068  
|Policy claims and other contract liabilities |  |                | 73,307  |      |   | 5,364  
|                                             |  |                |         |      |   |        
|Total future policy benefits                 |  | $              | 458,129 |      | $ | 312,637
|                                             |  |                |         |      |   |        

Life insurance liabilities include reserves for death benefits and other policy benefits. Individual and Group
annuity liabilities include reserves for annuities that are in payout status.



F-21



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



5. POLICYHOLDERS LIABILITIES (continued)



Future policy benefits for life insurance are generally equal to the aggregate of (1) the present value of
future benefit payments and related expenses, less the present value of future net premiums, and (2) any premium deficiency reserves. Assumptions as to mortality and persistency are based on the Companys experience, and in certain
instances, industry experience, when the basis of the reserve is established. Interest rates range from 2.50% to 7.50%.

Future policy benefits for
individual and group annuities and supplementary contracts are generally equal to the aggregate of (1) the present value of expected future payments, and (2) any premium deficiency reserves. Assumptions as to mortality are based on the
Companys experience, and in certain instances, industry experience, when the basis of the reserve is established. The interest rates used in the determination of the present value range from 4.36% to 8.75%, with 7.5% of the reserves based on
an interest rate in excess of 8%.

Future policy benefits for other contract liabilities are generally equal to the present value of expected future
payments based on the Companys experience. The interest rates used in the determination of the present values range from 1.17% to 6.08%.

Policyholders account balances at December 31 are as follows:



|                                      |  |                |         |      |   |        
|------------------------------------- |  | -------------- | ------- | ---- | - | -------
|                                      |  | 2008           |         | 2007
|                                      |  | (in thousands)
|Interest-sensitive life contracts     |  | $              | 585,726 |      | $ | 532,484
|Individual annuities                  |  |                | 242,799 |      |   | 203,363
|Guaranteed interest accounts          |  |                | 33,962  |      |   | 31,705 
|Dividend accumulations and other      |  |                | 47,857  |      |   | 38,053 
|                                      |  |                |         |      |   |        
|Total policyholders account balances |  | $              | 910,344 |      | $ | 805,605
|                                      |  |                |         |      |   |        

Policyholders account balances represent an accumulation of account deposits plus credited interest less
withdrawals, expenses and mortality charges, if applicable. Interest crediting rates for interest-sensitive life contracts range from 4.00% to 6.60%. Interest crediting rates for individual annuities range from 1.50% to 7.33%. Interest crediting
rates for guaranteed interest accounts range from 3.00% to 6.25%. Interest crediting rates range from 1.00% to 6.23% for dividend accumulations and other.

6. REINSURANCE

The Company participates in reinsurance with Prudential Insurance, Prudential Arizona Reinsurance Captive Company
PARCC, Pruco Life, and Pruco Reinsurance, Ltd. Pruco Re, in order to provide risk diversification, additional capacity for future growth and limit the maximum net loss potential arising from large risks. Life reinsurance is
accomplished through various plans of reinsurance, primarily yearly renewable term and coinsurance. Reinsurance ceded arrangements do not discharge the Company as the primary insurer. Ceded balances would represent a liability of the Company in the
event the reinsurers were unable to meet their obligations to the Company under the terms of the reinsurance agreements. The likelihood of a material reinsurance liability resulting from such inability of reinsurers to meet their obligation is
considered to be remote.

Reinsurance premiums, commissions, expense reimbursements, benefits and reserves related to reinsured long-duration contracts are
accounted for over the life of the underlying reinsured contracts using assumptions consistent with those used to account for the underlying contracts. Amounts recoverable from reinsurers for long duration contracts are estimated in a manner
consistent with the claim liabilities and policy benefits associated with the reinsured policies. The affiliated reinsurance agreements are described further in Note 13 of the Financial Statements.

Effective April 1, 2008, the Company entered into an agreement to reinsure certain variable Corporate Owned Life Insurance COLI policies with Pruco
Life.



F-22



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



6. REINSURANCE (continued)



Reinsurance amounts included in the Statement of Operations and Comprehensive Income for the years ended
December 31 are below.



|                                                 |  |                |          |   |      |   |          |      |  |   |          |  
|------------------------------------------------ |  | -------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                 |  | 2008           |          |   | 2007 |   |          | 2006 | 
|                                                 |  | (in thousands) |         
|Gross premiums and policy charges and fee income |  | $              | 256,765  |   |      | $ | 232,073  |      |  | $ | 184,637  |  
|Reinsurance ceded                                |  |                | (166,150 | ) |      |   | (142,780 | )    |  |   | (116,040 | )
|                                                 |  |                |          |   |      |   |          |      |  |   |          |  
|Net premiums and policy charges and fee income   |  | $              | 90,615   |   |      | $ | 89,293   |      |  | $ | 68,597   |  
|                                                 |  |                |          |   |      |   |          |      |  |   |          |  
|                                                 |  |                |         
|Policyholders benefits ceded                    |  | $              | 85,156   |   |      | $ | 47,468   |      |  | $ | 51,306   |  
|                                                 |  |                |          |   |      |   |          |      |  |   |          |  
|Realized capital gains (losses) ceded, net       |  | $              | 48,774   |   |      | $ | 1,944    |      |  | $ | 632      |  
|                                                 |  |                |          |   |      |   |          |      |  |   |          |  

Realized capital gains ceded include the reinsurance of the Companys derivatives under SFAS No. 133.
Changes in the fair value of the embedded derivatives are recognized through Realized investment gains. The Company has entered into reinsurance agreements to transfer the risk related to certain living benefit options to Pruco Re. These
reinsurance agreements are derivatives and have been accounted for in the same manner as an embedded derivative.

Reinsurance premiums ceded for
interest-sensitive life products is accounted for as a reduction of policy charges and fee income. Reinsurance ceded for term insurance products is accounted for as a reduction of premiums.

Reinsurance recoverables, included in the Companys Statements of Financial Position, at December 31, 2008 and 2007 were $301 million and $187 million,
respectively.

The gross and net amounts of life insurance in-force at December 31, were as follows:



|                              |  |                |             |   |      |   |             |      |  |   |             |  
|----------------------------- |  | -------------- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | -
|                              |  | 2008           |             |   | 2007 |   |             | 2006 | 
|                              |  | (in thousands) |            
|Gross life insurance in-force |  | $              | 89,008,979  |   |      | $ | 78,616,940  |      |  | $ | 63,399,375  |  
|Reinsurance ceded             |  |                | (80,943,597 | ) |      |   | (69,518,388 | )    |  |   | (56,034,023 | )
|                              |  |                |             |   |      |   |             |      |  |   |             |  
|Net life insurance in-force   |  | $              | 8,065,382   |   |      | $ | 9,098,552   |      |  | $ | 7,365,352   |  
|                              |  |                |             |   |      |   |             |      |  |   |             |  

7. INCOME TAXES

The components of income tax expense (benefits) for the years ended December 31, are as follows:



|                                                   |  |                |         |   |      |   |        |      |  |   |        |  
|-------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                   |  | 2008           |         |   | 2007 |   |        | 2006 | 
|                                                   |  | (in thousands) |        
|Current tax (benefit) expense:                     |  |                |         |   |      |   |        |      |  |   |        |  
|U.S.                                               |  | $              | 1,033   |   |      | $ | 12,044 |      |  | $ | (596   | )
|                                                   |  |                |         |   |      |   |        |      |  |   |        |  
|Total                                              |  |                | 1,033   |   |      |   | 12,044 |      |  |   | (596   | )
|                                                   |  |                |         |   |      |   |        |      |  |   |        |  
|                                                   |  |                |        
|Deferred tax expense:                              |  |                |         |   |      |   |        |      |  |   |        |  
|U.S.                                               |  |                | 3,085   |   |      |   | 3,502  |      |  |   | 12,073 |  
|                                                   |  |                |         |   |      |   |        |      |  |   |        |  
|Total                                              |  |                | 3,085   |   |      |   | 3,502  |      |  |   | 12,073 |  
|                                                   |  |                |         |   |      |   |        |      |  |   |        |  
|                                                   |  |                |        
|Total income tax expense on income from operations |  | $              | 4,118   |   |      | $ | 15,546 |      |  | $ | 11,477 |  
|Other comprehensive (loss) income                  |  |                | (18,213 | ) |      |   | (457   | )    |  |   | 1,721  |  
|Cumulative effect of changes in accounting policy  |  |                |        |   |      |   | 135    |      |  |   |       |  
|                                                   |  |                |         |   |      |   |        |      |  |   |        |  
|Total income tax expense                           |  | $              | 14,095  |   |      | $ | 15,224 |      |  | $ | 13,198 |  
|                                                   |  |                |         |   |      |   |        |      |  |   |        |  



F-23



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



7. INCOME TAXES (continued)



The Companys income (loss) from continuing operations before income taxes includes income from domestic
operations of $25.8 million, $55.7 million and $50.4 million, and no income from foreign operations for the years ended December 31, 2008, 2007 and 2006, respectively.

The income tax expense for the years ended December 31, differs from the amount computed by applying the expected federal income tax rate of 35% to income from operations before income taxes and cumulative effect
of accounting change for the following reasons:



|                                    |  |                |        |   |      |   |        |      |  |   |        |  
|----------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                    |  | 2008           |        |   | 2007 |   |        | 2006 | 
|                                    |  | (in thousands) |       
|Expected federal income tax expense |  | $              | 9,038  |   |      | $ | 19,512 |      |  | $ | 17,644 |  
|Non taxable investment income       |  |                | (4,573 | ) |      |   | (3,625 | )    |  |   | (6,206 | )
|Other                               |  |                | (347   | ) |      |   | (341   | )    |  |   | 39     |  
|                                    |  |                |        |   |      |   |        |      |  |   |        |  
|Total income tax expense            |  | $              | 4,118  |   |      | $ | 15,546 |      |  | $ | 11,477 |  
|                                    |  |                |        |   |      |   |        |      |  |   |        |  

Deferred tax assets and liabilities at December 31, resulted from the items listed in the following table:



|                                    |  |                |        |      |   |       
|----------------------------------- |  | -------------- | ------ | ---- | - | ------
|                                    |  | 2008           |        | 2007
|                                    |  | (in thousands)
|Deferred tax assets                 |  |                |        |      |   |       
|Net unrealized losses on securities |  | $              | 24,835 |      | $ |      
|Other                               |  |                | 1,617  |      |   | 2,438 
|                                    |  |                |        |      |   |       
|Deferred tax assets                 |  |                | 26,452 |      |   | 2,438 
|                                    |  |                |        |      |   |       
|                                    |  |               
|Deferred tax liabilities            |  |                |        |      |   |       
|Deferred acquisition costs          |  |                | 80,769 |      |   | 67,222
|Investments                         |  |                | 6,255  |      |   | 2,039 
|Insurance reserves                  |  |                | 650    |      |   | 8,679 
|Other                               |  |                | 487    |      |   | 1,336 
|                                    |  |                |        |      |   |       
|Deferred tax liabilities            |  |                | 88,161 |      |   | 79,276
|                                    |  |                |        |      |   |       
|                                    |  |               
|Net deferred tax liability          |  | $              | 61,709 |      | $ | 76,838
|                                    |  |                |        |      |   |       

As of December 31, 2008, the Company had no ordinary or capital losses or tax credits that are available to
reduce taxes in future years.

The application of U.S. GAAP requires the Company to evaluate the recoverability of deferred tax assets and establish a
valuation allowance if necessary to reduce the deferred tax asset to an amount that is more likely than not to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such
valuation allowance. In evaluating the need for a valuation allowance the Company considers many factors, including: (1) the nature of the deferred tax assets and liabilities; (2) whether they are ordinary or capital; (3) in which tax
jurisdictions they were generated and the timing of their reversal; (4) taxable income in prior carryback years as well as projected taxable earnings exclusive of reversing temporary differences and carryforwards; (5) the length of time
that carryovers can be utilized in the various taxing jurisdictions; (6) any unique tax rules that would impact the utilization of the deferred tax assets; and (7) any tax planning strategies that the Company would employ to avoid a tax
benefit from expiring unused. Although realization is not assured, management believes it is more likely than not that the deferred tax assets, net of valuation allowances, will be realized. The Company had no valuation allowance as of
December 31, 2008, 2007 and 2006.

Management believes that based on its historical pattern of taxable income, the Company will produce sufficient
income in the future to realize its deferred tax assets after valuation allowance. Adjustments to the valuation allowance will be made if there is a change in managements assessment of the amount of the deferred tax asset that is realizable.

On January 1, 2007, the Company adopted FIN No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement
No. 109. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return.
Adoption of FIN No. 48 resulted in an increase to the Companys income tax liability and a decrease to retained earnings of $0.2 million as of January 1, 2007.



F-24



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



7. INCOME TAXES (continued)



The Companys unrecognized tax benefits as of the date of adoption of FIN No. 48 and as of
December 31, 2008 are as follows:



|                                                                                                                 |  |                                       |       |                                         |   |       |                                        |  |   |       |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ----- | --------------------------------------- | - | ----- | -------------------------------------- |  | - | ----- | -
|                                                                                                                 |  | Unrecognizedtax benefitsprior to 2002 |       | Unrecognizedtax benefits2002 andforward |   |       | Totalunrecognizedtax benefitsall years | 
|                                                                                                                 |  | (in thousands)                        |      
|Amounts as of January 1, 2007                                                                                    |  | $                                     | 3,596 |                                         | $ | 1,680 |                                        |  | $ | 5,276 |  
|                                                                                                                 |  |                                       |      
|Increases in unrecognized tax benefits taken in a prior period                                                   |  |                                       |      |                                         |   |      |                                        |  |   |      |  
|(Decreases) in unrecognized tax benefits taken in a prior period                                                 |  |                                       |      |                                         |   | (210  | )                                      |  |   | (210  | )
|                                                                                                                 |  |                                       |      
|Amount as of December 31, 2007                                                                                   |  | $                                     | 3,596 |                                         | $ | 1,470 |                                        |  | $ | 5,066 |  
|                                                                                                                 |  |                                       |      
|Increases in unrecognized tax benefits taken in a prior period                                                   |  |                                       |      |                                         |   | 47    |                                        |  |   | 47    |  
|(Decreases) in unrecognized tax benefits taken in a prior period                                                 |  |                                       |      |                                         |   |      |                                        |  |   |      |  
|                                                                                                                 |  |                                       |      
|Amount as of December 31, 2008                                                                                   |  | $                                     | 3,596 |                                         | $ | 1,517 |                                        |  | $ | 5,113 |  
|                                                                                                                 |  |                                       |      
|Unrecognized tax benefits that, if recognized, would favorably impact the effective rate as of December 31, 2007 |  | $                                     | 3,596 |                                         | $ |      |                                        |  | $ | 3,596 |  
|                                                                                                                 |  |                                       |      
|Unrecognized tax benefits that, if recognized, would favorably impact the effective rate as of December 31, 2008 |  | $                                     | 3,596 |                                         | $ |      |                                        |  | $ | 3,596 |  
|                                                                                                                 |  |                                       |       |                                         |   |       |                                        |  |   |       |  

The Company classifies all interest and penalties related to tax uncertainties as income tax expense. The Company
recognized $0.1 and $0.1 million in the statement of operations during 2008 and 2007, respectively and recognized $0.7 and $0.6 million in liabilities in the statement of financial position in 2008 and 2007 respectively, for tax-related interest and
penalties.

The Companys liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax
years still subject to review by the Internal Revenue Service, or IRS, or other taxing authorities. Audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses,
capital losses or tax credit carryforwards (tax attributes), the statute of limitations does not close, to the extent of these tax attributes, until the expiration of the statute of limitations for the tax year in which they are fully
utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the liability for income taxes. The statute of limitations for the 2002 and 2003 tax years is set to expire
in 2009. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. Taxable years 2004 through 2008 are still open for IRS examination.

On January 26, 2006, the IRS officially closed the audit of the Companys federal income tax returns for the 1997 to 2001 periods. The statute of limitations
has closed for these tax years; however, there were tax attributes which were utilized in subsequent tax years for which the statute of limitations remains open.

In August 2007, the IRS issued Revenue Ruling 2007-54, which included, among other items, guidance on the methodology to be followed in calculating the dividend received deduction, or DRD, related to variable life insurance and annuity
contracts. In September 2007, the IRS released Revenue Ruling 2007-61. Revenue Ruling 2007-61 suspends Revenue Ruling 2007-54 and informs taxpayers that the U.S. Treasury Department and the IRS intend to address through new regulations the issues
considered in Revenue Ruling 2007-54, including the methodology to be followed in determining the DRD related to variable life insurance



F-25



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



7. INCOME TAXES (continued)



and annuity contracts. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through regulations or
legislation, could increase actual tax expense and reduce the Companys net income. These activities had no impact on the Companys 2007 or 2008 results.

In December 2006, the IRS completed all fieldwork with regards to its examination of the federal income tax returns for tax years 2002 and 2003. The final report was initially submitted to the Joint Committee on Taxation for their review in
April 2007. The final report was resubmitted in March 2008 and again in April 2008. The Joint Committee returned the report to the IRS for additional review of an industry issue regarding the methodology for calculating the DRD related to variable
life insurance and annuity contracts. Within the table above, reconciling the Companys effective tax rate to the expected amount determined using the federal statutory rate of 35%, the DRD was the primary component of the non-taxable
investment income in recent years. The IRS completed its review of the issue and proposed an adjustment with respect to the calculation of the DRD. In order to expedite receipt of an income tax refund related to the 2002 and 2003 years, the Company
has agreed to such adjustment. Nevertheless, the Company believes that its return position is technically correct. Therefore, the Company intends to file a protective refund claim to recover the taxes associated with the agreed upon adjustment and
to pursue such other actions as appropriate. The report, with the adjustment, was submitted to the Joint Committee on Taxation in October 2008. The Company was advised on January 2, 2009 that the Joint Committee completed its consideration of
the report and has taken no exception to the conclusions reached by the IRS. Accordingly, the final report was processed and a refund was received. The statute of limitations for these years will close on December 31, 2009. These activities had
no impact on the Companys 2007 or 2008 results.

In January 2007, the IRS began an examination of the U.S. federal income tax years 2004 through
2006. For the U.S. federal income tax years 2007 and 2008, the Company participated in the IRSs Compliance Assurance Program (CAP). Under CAP, the IRS assigns an examination team to review completed transactions contemporaneously
during the 2007 and 2008 tax years in order to reach agreement with the Company on how they should be reported in the tax return. If disagreements arise, accelerated resolutions programs are available to resolve the disagreements in a timely manner
before the tax return is filed. It is managements expectation this program will shorten the time period between the Companys filing of its federal income tax return and the IRSs completion of its examination of the return.

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS

The Company issues traditional variable annuity contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contractholder. The Company also
issues variable annuity contracts with general and separate account options where the Company contractually guarantees to the contractholder a return of no less than (1) total deposits made to the contract less any partial withdrawals
(return of net deposits), (2) total deposits made to the contract less any partial withdrawals plus a minimum return (minimum return), or (3) the highest contract value on a specified date minus any withdrawals
(contract value). These guarantees include benefits that are payable in the event of death, annuitization or at specified dates during the accumulation period including withdrawal and income benefits payable during specified periods.

The Company also issues annuity contracts with market value adjusted investment options (MVAs), which provide for a return of principal plus a
fixed rate of return if held to maturity, or, alternatively, a market adjusted value if surrendered prior to maturity or if funds are reallocated to other investment options. The market value adjustment may result in a gain or loss to
the Company, depending on crediting rates or an indexed rate at surrender, as applicable.

In addition, the Company issues variable life, variable
universal life and universal life contracts where the Company contractually guarantees to the contractholder a death benefit even when there is insufficient value to cover monthly mortality and expense charges, whereas otherwise the contract would
typically lapse (no lapse guarantee). Variable life and variable universal life contracts are offered with general and separate account options similar to variable annuities.

The assets supporting the variable portion of both traditional variable annuities and certain variable contracts with guarantees are carried at fair value and reported as Separate account assets with an
equivalent amount reported as Separate account liabilities. Amounts assessed against the contractholders for mortality, administration, and other services are included within revenue in Policy charges and fee income and
changes in liabilities for minimum guarantees are generally included in Policyholders benefits. In 2008 and 2007 there were no gains or losses on transfers of assets from the general account to a separate account.



F-26



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)



For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined
as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. For guarantees of benefits that are payable at annuitization, the net amount at risk is generally defined as the present value of the
minimum guaranteed annuity payments available to the contractholder determined in accordance with the terms of the contract in excess of the current account balance. The Companys contracts with guarantees may offer more than one type of
guarantee in each contract; therefore, the amounts listed may not be mutually exclusive. As of December 31, 2008 and 2007, the Company had the following guarantees associated with these contracts, by product and guarantee type:



|                                                               |  |                      |          |                                    |   |                      |  |                                    |          |  |   |          
|-------------------------------------------------------------- |  | -------------------- | -------- | ---------------------------------- | - | -------------------- |  | ---------------------------------- | -------- |  | - | ---------
|                                                               |  | December 31, 2008    |          | December 31, 2007                 
|                                                               |  | In the Eventof Death |          | At Annuitization /Accumulation (1) |   | In the Eventof Death |  | At Annuitization /Accumulation (1)
|                                                               |  | (in thousands)       |          | (in thousands)                    
|Variable Annuity Contracts                                     |  |                      |          |                                    |   |                      |  |                                    |          |  |   |          
|Return of net deposits                                         |  |                      |          |                                    |   |                      |  |                                    |          |  |   |          
|Account value                                                  |  | $                    | 465,715  |                                    |   | N/A                  |  | $                                  | 487,411  |  |   | N/A      
|Net amount at risk                                             |  | $                    | 77,184   |                                    |   | N/A                  |  | $                                  | 226      |  |   | N/A      
|                                                               |  |                      |          |                                   
|Average attained age of contractholders                        |  |                      | 61 years |                                    |   | N/A                  |  |                                    | 61 years |  |   | N/A      
|                                                               |  |                      |          |                                   
|Minimum return or contract value                               |  |                      |          |                                    |   |                      |  |                                    |          |  |   |          
|Account value                                                  |  | $                    | 540,891  |                                    | $ | 441,182              |  | $                                  | 759,163  |  | $ | 424,432  
|Net amount at risk                                             |  | $                    | 185,144  |                                    | $ | 95,346               |  | $                                  | 14,201   |  | $ | 1,848    
|Average attained age of contractholders                        |  |                      | 65 years |                                    |   | 61 years             |  |                                    | 64 years |  |   | 60 years 
|Average period remaining until earliest expected annuitization |  |                      | N/A      |                                    |   | 3.57 years           |  |                                    | N/A      |  |   | 5.5 years



|(1) | Includes income and withdrawal benefits as described herein
|--- | -----------------------------------------------------------



|                                |  |                  |        |                |   |                  |  |                |        |  |   |       
|------------------------------- |  | ---------------- | ------ | -------------- | - | ---------------- |  | -------------- | ------ |  | - | ------
|                                |  | Unadjusted Value |        | Adjusted Value |   | Unadjusted Value |  | Adjusted Value
|Market value adjusted annuities |  |                  |        |                |   |                  |  |                |        |  |   |       
|Account value                   |  | $                | 18,739 |                | $ | 18,814           |  | $              | 21,878 |  | $ | 21,751



|                                                                    |  |                       |           |                  |   |          
|------------------------------------------------------------------- |  | --------------------- | --------- | ---------------- | - | ---------
|                                                                    |  | December 31,2008      |           | December 31,2007
|                                                                    |  | In the Event of Death
|                                                                    |  | (in thousands)       
|Variable Life, Variable Universal Life and Universal Life Contracts |  |                       |           |                  |   |          
|                                                                    |  |                      
|No Lapse Guarantees                                                 |  |                       |           |                  |   |          
|Separate account value                                              |  | $                     | 370,966   |                  | $ | 500,409  
|General account value                                               |  | $                     | 149,154   |                  | $ | 128,861  
|Net amount at risk                                                  |  | $                     | 6,199,374 |                  | $ | 6,203,427

Account balances of variable annuity contracts with guarantees were invested in separate account investment
options as follows:



|                   |  |                  |         |                  |   |          
|------------------ |  | ---------------- | ------- | ---------------- | - | ---------
|                   |  | December 31,2008 |         | December 31,2007
|                   |  | (in thousands)  
|Equity funds       |  | $                | 366,501 |                  | $ | 628,868  
|Bond funds         |  |                  | 96,548  |                  |   | 63,058   
|Balanced funds     |  |                  | 275,881 |                  |   | 330,787  
|Money market funds |  |                  | 31,887  |                  |   | 23,316   
|Specialty funds    |  |                  | 3,116   |                  |   | 6,228    
|                   |  |                  |         |                  |   |          
|Total              |  | $                | 773,933 |                  | $ | 1,052,257
|                   |  |                  |         |                  |   |          



F-27



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)



In addition to the above mentioned amounts invested in separate account investment options, $232.7 million and $194.3
million of account balances of variable annuity contracts with guarantees (inclusive of contracts with MVA features) were invested in general account investment options in 2008 and 2007 respectively.

Liabilities For Guarantee Benefits

The table below summarizes
the changes in general account liabilities for guarantees on variable contracts. The liabilities for guaranteed minimum death benefits (GMDB) and guaranteed minimum income benefits (GMIB) are included in Future policy
benefits and the related changes in the liabilities are included in Policyholders benefits. Guaranteed minimum income and withdrawal benefits (GMIWB) and guaranteed minimum accumulation benefits (GMAB)
are considered to be bifurcated embedded derivatives under SFAS No. 133. Changes in the fair value of these derivatives, along with any fees received or payments made relating to the derivative, are recorded in Realized investment gains
(losses), net. The liabilities for GMAB and GMIWB are included in Future policy benefits.



|                                |  |                 |       |      |                                                        |   |                  |  |   |       |   |  |   |        |   |  |   |        |  
|------------------------------- |  | --------------- | ----- | ---- | ------------------------------------------------------ | - | ---------------- |  | - | ----- | - |  | - | ------ | - |  | - | ------ | -
|                                |  | GMDB            |       | GMIB |                                                        |   | GMIWB-GMAB       |  |   | Total |  
|                                |  | VariableAnnuity |       |      | Variable Life, VariableUniversal Life, &Universal Life |   | Variable Annuity | 
|                                |  |                 |       |      | (in thousands)                                         |  
|Balance as of January 1, 2006   |  | $               | 1,005 |      |                                                        | $ | 1,344            |  | $ | 315   |   |  | $ |       |   |  | $ | 2,664  |  
|Incurred guarantee benefits(1)  |  |                 | 360   |      |                                                        | $ | 2,147            |  |   | 249   |   |  |   | (130   | ) |  |   | 2,626  |  
|Paid guarantee benefits         |  |                 | (317  | )    |                                                        |   |                 |  |   |      |   |  |   |       |   |  |   | (317   | )
|                                |  |                 |       |      |                                                        |   |                  |  |   |       |   |  |   |        |   |  |   |        |  
|Balance as of December 31, 2006 |  | $               | 1,048 |      |                                                        | $ | 3,491            |  | $ | 564   |   |  | $ | (130   | ) |  | $ | 4,973  |  
|Incurred guarantee benefits(1)  |  |                 | 49    |      |                                                        |   | 3,108            |  |   | (148  | ) |  |   | 3,217  |   |  |   | 6,226  |  
|Paid guarantee benefits         |  |                 | (251  | )    |                                                        |   |                 |  |   |      |   |  |   |       |   |  |   | (251   | )
|                                |  |                 |       |      |                                                        |   |                  |  |   |       |   |  |   |        |   |  |   |        |  
|Balance as of December 31, 2007 |  | $               | 846   |      |                                                        | $ | 6,599            |  | $ | 416   |   |  | $ | 3,087  |   |  | $ | 10,948 |  
|Incurred guarantee benefits(1)  |  |                 | 5,636 |      |                                                        |   | 4,677            |  |   | 1,386 |   |  |   | 60,816 |   |  |   | 72,515 |  
|Paid guarantee benefits         |  |                 | (889  | )    |                                                        |   |                 |  |   |      |   |  |   |       |   |  |   | (889   | )
|                                |  |                 |       |      |                                                        |   |                  |  |   |       |   |  |   |        |   |  |   |        |  
|                                |  |                 |       |      |                                                       
|Balance as of December 31, 2008 |  | $               | 5,593 |      |                                                        | $ | 11,276           |  | $ | 1,802 |   |  | $ | 63,903 |   |  | $ | 82,574 |  
|                                |  |                 |       |      |                                                        |   |                  |  |   |       |   |  |   |        |   |  |   |        |  



|(1) | Incurred guarantee benefits include the portion of assessments established as additions to reserves as well as changes in estimates affecting the reserves. Also includes changes in
the fair value of features considered to be derivatives.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The GMDB liability is determined each period end by estimating the accumulated
value of a portion of the total assessments to date less the accumulated value of the death benefits in excess of the account balance. The GMIB liability is determined each period by estimating the accumulated value of a portion of the total
assessments to date less the accumulated value of the projected income benefits in excess of the account balance. The portion of assessments used is chosen such that, at issue (or, in the case of acquired contracts, at the acquisition date), the
present value of expected death benefits or expected income benefits in excess of the projected account balance and the portion of the present value of total expected assessments over the lifetime of the contracts are equal. The Company regularly
evaluates the estimates used and adjusts the GMDB and GMIB liability balances, with an associated charge or credit to earnings, if actual experience or other evidence suggests that earlier assumptions should be revised.

The GMAB features provide the contractholder with a guaranteed return of initial account value or an enhanced value if applicable. The Companys GMAB feature (HD
GRO) includes an automatic investment rebalancing element that reduces the Companys exposure to these guarantees. The GMAB liability is calculated as the present value of future expected payments to customers less the present value of assessed
rider fees attributed to the embedded derivative feature.

The GMIWB features predominantly present a benefit that provides a contractholder with two
optional methods to receive guaranteed minimum payments over time a withdrawal option (available on only one of registrants GMIWB features) and an income option (available under each of registrants GMIWB
features). The withdrawal option guarantees that, upon the



F-28



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)



election of such benefit, a contractholder can withdraw an amount each year until the cumulative withdrawals reach a total guaranteed balance. The guaranteed
remaining balance is generally equal to the protected value under the contract, which is initially established as the greater of: (1) the account value on the date of first withdrawal; (2) cumulative premiums when withdrawals commence,
less cumulative withdrawals plus a minimum return; or (3) the highest contract value on a specified date minus any withdrawals. The income option guarantees that a contractholder can withdraw a specified percentage of the protected
value each year for the annuitants life (or joint lives, in the case of the spousal version of the benefit). The Company has several variations of this GMIWB that vary, among other things, with regard to how the protected value is
calculated and how the customer may make withdrawals.

As part of risk management strategy in addition to reinsurance, Pruco Re. hedges or limits exposure
to these risks through a combination of product design elements, such as an automatic rebalancing element, and externally purchased hedging instruments, such as equity options and interest rate swaps. The automatic rebalancing element included in
the design of certain variable annuity products transfers assets between contractholder sub-accounts depending on a number of factors, including the investment performance of the sub-accounts. Negative investment performance may result in transfers
to either a fixed-rate general account option or a separate account bond portfolio. In certain situations, assets may transfer back when investment performance improves. Other product design elements we utilize for certain products to manage these
risks include asset allocation and minimum purchase age requirements. For risk management purposes the Company segregates the variable annuity living benefit features into three broad categories, (1) those that utilize both an automatic
rebalancing element and capital markets hedging, such as for certain GMIWB riders; (2) those that utilize only capital markets hedging , such as for certain legacy GMIWB and GMAB riders; and (3) those with risks we have deemed suitable to
retain, such as for GMDB and GMIB riders. Riders in category 1 from above also include GMDB riders, and as such the GMDB risk in these riders benefits from the automatic investment rebalancing element.

Deferred Sales Inducements

The Company defers sales
inducements and amortizes them over the anticipated life of the annuity using the same methodology and assumptions used to amortize deferred policy acquisition costs. The Company offers various types of sales inducements. These inducements include:
(i) a bonus whereby the policyholders initial account balance is increased by an amount equal to a specified percentage of the customers initial deposit and (ii) additional interest credits after a certain number of years a
contract is held. Changes in deferred sales inducements are as follows:



|                           |  |                |        |   |      |   |        |      |  |   |        |  
|-------------------------- |  | -------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                           |  | 2008           |        |   | 2007 |   |        | 2006 | 
|                           |  | (in thousands) |       
|Balance, beginning of year |  | $              | 21,957 |   |      | $ | 19,013 |      |  | $ | 13,616 |  
|Capitalization             |  |                | 6,959  |   |      |   | 5,869  |      |  |   | 6,382  |  
|Amortization               |  |                | (901   | ) |      |   | (2,925 | )    |  |   | (985   | )
|                           |  |                |        |   |      |   |        |      |  |   |        |  
|Balance, end of year       |  |                | 28,015 |   |      | $ | 21,957 |      |  | $ | 19,013 |  
|                           |  |                |        |   |      |   |        |      |  |   |        |  

9. STATUTORY NET INCOME AND SURPLUS AND DIVIDEND RESTRICTIONS

The Company is required to prepare statutory financial statements in accordance with accounting practices prescribed or permitted by the New Jersey Department of Banking
and Insurance. Statutory accounting practices primarily differ from GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions and valuing investments,
deferred taxes, and certain assets on a different basis.

Statutory net (loss) to income of the Company amounted to $(22) million, $(8) million, and $1
million for the years ended December 31, 2008, 2007 and 2006, respectively. Statutory surplus of the Company amounted to $112 million and $130 million at December 31, 2008 and 2007, respectively.

The Company is subject to New Jersey law. The maximum amount of dividends, which can be paid by State of New Jersey insurance companies to shareholders without prior
approval of the Insurance Commissioner, is subject to N.J.S.A.17:27A-4.c(2)(b). Based on these limitations, there is no capacity to pay a dividend in 2009 without approval. There have been no dividend payments to the Companys parent in 2008,
2007, or 2006.



F-29



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements





10. FAIR VALUE OF ASSETS AND LIABILITIES

Fair Value Measurement  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. SFAS No. 157 establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into
three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1  Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities.
These generally provide the most reliable evidence and are used to measure fair value whenever available. Active markets are defined as having the following for the measured asset/liability: i) many transactions, ii) current prices, iii) price
quotes not varying substantially among market makers, iv) narrow bid/ask spreads and v) most information publicly available. The Companys Level 1 assets and liabilities primarily include certain cash equivalents and short-term investments,
equity securities and derivative contracts that are traded in an active exchange market. Prices are obtained from readily available sources for market transactions involving identical assets or liabilities.

Level 2  Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for
substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets and liabilities, quoted market prices in markets that are not
active for identical or similar assets or liabilities and other observable inputs. The Companys Level 2 assets and liabilities include: fixed maturities (corporate public and private bonds, most government securities, certain asset-backed and
mortgage-backed securities, etc.), certain equity securities, short-term investments and cash equivalents (primarily commercial paper), and certain over-the-counter derivatives. Valuations are generally obtained from third party pricing services for
identical or comparable assets or liabilities through the use of valuation methodologies using observable market inputs.

Prices from pricing services are
sourced from multiple vendors, and a vendor hierarchy is maintained by asset type based on historical pricing experience and vendor expertise. The Company generally receives prices from multiple pricing services for each security, but ultimately use
the price from the pricing service highest in the vendor hierarchy based on the respective asset type. In order to validate reasonability, prices are reviewed by internal asset managers through comparison with directly observed recent market trades
and internal estimates of current fair value, developed using market observable inputs and economic indicators.

The use of valuation methodologies using
observable inputs for private fixed maturities are primarily determined using a discounted cash flow model, which utilizes a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both
primary and secondary transactions, and takes into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Private fixed maturities also include debt
investments in funds that, in addition to a stated coupon, pay a return based upon the results of the underlying portfolios. The fair values of these securities are determined by reference to the funds net asset value (NAV). Any restrictions
on the ability to redeem interests in these funds at NAV are considered to have a de minimis effect on the fair value.

The majority of the Companys
derivative positions are classified within Level 2 in the fair value hierarchy. Derivatives classified within Level 2 are valued using models generally accepted in the financial services industry that use actively quoted or observable market input
values from external market data providers, non-binding broker-dealer quotations, third-party pricing vendors and/or recent trading activity. The fair values of most derivatives, including interest rate swaps, cross-currency swaps, and single name
credit default swaps are determined using discounted cash flow models. These models key assumptions include the contractual terms of the respective contract, along with significant observable inputs, including interest rates, currency rates,
credit spreads, yield curves, index dividend yields, and nonperformance risk. Derivative contracts are executed under master netting agreements with counterparties with a Credit Support Annex, or CSA, which is a bilateral ratings-sensitive agreement
that requires collateral postings at established credit threshold levels. These agreements protect the interests of the Company and its counterparties, should either party suffer a credit rating deterioration. Substantially all of the companys
derivative contracts are transacted with an affiliate. In instances where the company transacts with unaffiliated counterpartys derivative agreements are with highly rated major international financial institutions. Consistent with the
practice of major international financial institutions, the Company uses the credit spread embedded in the LIBOR interest rate curve to reflect nonperformance risk when determining the fair value of derivative assets and liabilities. The Company
believes this credit spread is an appropriate estimate of the nonperformance risk for derivative related assets and liabilities between highly rated institutions. Most derivative contracts have bid and ask prices that can be readily observed in the
market place. The Companys policy is to use mid-market pricing in determining its best estimate of fair value.



F-30



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)



Other long-term investments carried at fair value include limited partnerships which are consolidated because the
Company is either deemed to exercise control or considered the primary beneficiary of a variable interest entity. These entities are considered investment companies and follow specialized industry accounting whereby their assets are carried at fair
value. The investments held by these entities include various feeder fund investments in underlying master funds (whose underlying holdings generally include public fixed maturities and equity securities), as well as wholly-owned real estate held
within other investment funds.

Level 3  Fair value is based on at least one or more significant unobservable inputs for the asset or liability.
These inputs reflect the Companys assumptions about the assumptions market participants would use in pricing the asset or liability. The Companys Level 3 assets and liabilities primarily include: certain private fixed maturities and
equity securities, certain manually priced public equity securities and fixed maturities (including certain asset-backed securities), certain highly structured over-the-counter derivative contracts, certain commercial loans, certain consolidated
real estate funds for which the Company is the general partner, and embedded derivatives resulting from certain products with guaranteed benefits. In circumstances where vendor pricing is not available, internally developed valuations or non-binding
broker quotes are used to determine fair value. Non-binding broker quotes are reviewed for reasonableness, based on the Companys understanding of the market. These estimates may use significant unobservable inputs, which reflect the
Companys own assumptions about the inputs market participants would use in pricing the asset. Circumstances where observable market data is not available may include events such as market illiquidity and credit events related to the security.
Under certain conditions, the Company may conclude the prices received from independent third party pricing services or brokers are not reasonable or reflective of market activity. In those instances, the Company may choose to over-ride the
third-party pricing information or quotes received and apply internally developed values to the related assets or liabilities. In such cases, the valuations are generally classified as Level 3. As of December 31, 2008, such over-rides on a net
basis were not material.

For certain private fixed maturities, including those that are distressed, the discounted cash flow model may also incorporate
significant unobservable inputs, which reflect the Companys own assumptions about the inputs market participants would use in pricing the asset. Certain public fixed maturities and private fixed maturities priced internally are based on
observable and unobservable inputs. Significant unobservable inputs used include: issue specific credit adjustments, material non-public financial information, management judgment, estimation of future earnings and cashflows, default rate
assumptions, liquidity assumptions and non-binding quotes from market makers. These inputs are usually considered unobservable, as not all market participants will have access to this data.

Estimated fair values for most privately traded equity securities are determined using valuation and discounted cash flow models that require a substantial level of
judgment. In determining the fair value of certain privately traded equity securities the discounted cash flow model may also use unobservable inputs, which reflect the Companys assumptions about the inputs market participants would use in
pricing the asset.

The fair values of the GMAB, GMWB and GMIWB liabilities are calculated as the present value of future expected benefit payments to
customers less the present value of assessed rider fees attributable to the embedded derivative feature. The expected cash flows are discounted using LIBOR interest rates, which are commonly viewed as being consistent with the Companys
claims-paying ratings of AA quality. Since there is no observable active market for the transfer of these obligations, the valuations are calculated using internally developed models with option pricing techniques. The models calculate a risk
neutral valuation, generally using the same interest rate assumptions to both project and discount future rider fees and benefit payments, and incorporate premiums for risks inherent in valuation techniques, inputs, and the general uncertainty
around the timing and amount of future cash flows. Significant inputs to these models include capital market assumptions, such as interest rate and implied volatility assumptions, as well as various policyholder behavior assumptions that



F-31



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)



are actuarially determined, including lapse rates, benefit utilization rates, mortality rates and withdrawal rates. These assumptions are reviewed at least
annually, and updated based upon historical experience and give consideration to any observable market data, including market transactions such as acquisitions and reinsurance transactions.

Level 3 includes derivatives where the bid-ask spreads are generally wider than derivatives classified within Level 2 thus requiring more judgment in estimating the
mid-market price of such derivatives.

Derivatives that are valued based upon models with unobservable market input values or input values from less
actively traded or less-developed markets are classified within Level 3 in the fair value hierarchy. Derivatives classified as Level 3 include first-to-default credit basket swaps. The fair values of first-to-default credit basket swaps are derived
from relevant observable inputs such as: individual credit default spreads, interest rates, recovery rates and unobservable model-specific input values such as correlation between different credits within the same basket. Level 3 methodologies are
validated through periodic comparison of the Companys fair values to broker-dealers values.

The table below presents the balances of assets
and liabilities measured at fair value on a recurring basis, as of December 31, 2008.



|                                            |  |                |           |         |           |         |        |   |       |           |  
|------------------------------------------- |  | -------------- | --------- | ------- | --------- | ------- | ------ | - | ----- | --------- | -
|                                            |  | Level 1        |           | Level 2 |           | Level 3 |        |   | Total |          
|                                            |  | (in thousands) |          
|Fixed maturities, available for sale        |  | $              |          |         | 790,024   |         | 5,998  |   |       | 796,022   |  
|Equity securities, available for sale       |  |                |          |         | 2,688     |         | 121    |   |       | 2,809     |  
|Other long-term investments                 |  |                |          |         | 3,069     |         | (4,272 | ) |       | (1,203    | )
|Short-term investments                      |  |                | 137       |         | 8,000     |         |       |   |       | 8,137     |  
|Cash and cash equivalents                   |  |                |          |         | 70,631    |         |       |   |       | 70,631    |  
|Other assets                                |  |                |          |         | 3,226     |         | 58,880 |   |       | 62,106    |  
|                                            |  |                |           |         |           |         |        |   |       |           |  
|Sub-total excluding separate account assets |  |                | 137       |         | 877,638   |         | 60,727 |   |       | 938,502   |  
|                                            |  |                |           |        
|Separate account assets (1)                 |  |                | 1,142,614 |         | 1,157,458 |         | 6,494  |   |       | 2,306,566 |  
|                                            |  |                |           |         |           |         |        |   |       |           |  
|                                            |  |                |           |        
|Total assets                                |  | $              | 1,142,751 |         | 2,035,096 |         | 67,221 |   |       | 3,245,068 |  
|                                            |  |                |           |         |           |         |        |   |       |           |  
|                                            |  |                |           |        
|Future policy benefits                      |  |                |          |         |          |         | 63,903 |   |       | 63,903    |  
|                                            |  |                |           |         |           |         |        |   |       |           |  
|                                            |  |                |           |        
|Total liabilities                           |  | $              |          |         |          |         | 63,903 |   |       | 63,903    |  
|                                            |  |                |           |         |           |         |        |   |       |           |  



|(1) | Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except
to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Companys Statement of
Financial Position.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-32



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)



The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three
and nine months ending December 31, 2008, as well as the portion of gains or losses included in income for the three and nine months ended December 31, 2008, attributable to unrealized gains or losses related to those assets and
liabilities still held at December 31, 2008.



|                                                                                                                                               |  |                                       |         |   |                                    |   |        |                           |  |                           |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---------------------------------- | - | ------ | ------------------------- |  | ------------------------- | - |  | - | ------ | -
|                                                                                                                                               |  | Twelve Months Ended December 31, 2008 |        
|                                                                                                                                               |  | FixedMaturities,AvailableFor Sale     |         |   | EquitySecurities,Availablefor Sale |   |        | OtherTradingAccountAssets |  | OtherLong-termInvestments |  
|                                                                                                                                               |  | (in thousands)                        |        
|Fair value, beginning of period                                                                                                                |  | $                                     | 23,659  |   |                                    | $ | 2,271  |                           |  | $                         |  |  | $ | (279   | )
|Total gains or (losses) (realized/unrealized):                                                                                                 |  |                                       |        |   |                                    |   |       |                           |  |                           |  |  |   |       |  
|Included in earnings:                                                                                                                          |  |                                       |        |   |                                    |   |       |                           |  |                           |  |  |   |       |  
|Realized investment gains (losses), net                                                                                                        |  |                                       | (55     | ) |                                    |   |       |                           |  |                           |  |  |   | (3,993 | )
|Asset administration fees and other income                                                                                                     |  |                                       |        |   |                                    |   |       |                           |  |                           |  |  |   |       |  
|Interest credited to policyholder account                                                                                                      |  |                                       |        |   |                                    |   |       |                           |  |                           |  |  |   |       |  
|Included in other comprehensive income (loss)                                                                                                  |  |                                       | (3,365  | ) |                                    |   | (422   | )                         |  |                           |  |  |   |       |  
|Net investment income                                                                                                                          |  |                                       | 9       |   |                                    |   |       |                           |  |                           |  |  |   |       |  
|Purchases, sales, issuances, and settlements                                                                                                   |  |                                       | 2,143   |   |                                    |   |       |                           |  |                           |  |  |   |       |  
|Transfers into (out of) Level 3 (2)                                                                                                            |  |                                       | (16,393 | ) |                                    |   | (1,728 | )                         |  |                           |  |  |   |       |  
|                                                                                                                                               |  |                                       |         |   |                                    |   |        |                           |  |                           |   |  |   |        |  
|Fair value, end of period                                                                                                                      |  | $                                     | 5,998   |   |                                    | $ | 121    |                           |  | $                         |  |  | $ | (4,272 | )
|                                                                                                                                               |  |                                       |         |   |                                    |   |        |                           |  |                           |   |  |   |        |  
|                                                                                                                                               |  |                                       |         |  
|Unrealized gains (losses) for the period ending relating to those level 3 assets that were still held by the Company at the end of the period: |  |                                       |         |   |                                    |   |        |                           |  |                           |   |  |   |        |  
|Included in earnings:                                                                                                                          |  |                                       |         |   |                                    |   |        |                           |  |                           |   |  |   |        |  
|Realized investment gains (losses), net                                                                                                        |  | $                                     | (32     | ) |                                    | $ |       |                           |  | $                         |  |  | $ | (3,992 | )
|Asset administration fees and other income                                                                                                     |  | $                                     |        |   |                                    | $ |       |                           |  | $                         |  |  | $ |       |  
|Interest credited to policyholder account                                                                                                      |  | $                                     |        |   |                                    | $ |       |                           |  | $                         |  |  | $ |       |  
|Included in other comprehensive income (loss)                                                                                                  |  | $                                     | (1,591  | ) |                                    | $ | (327   | )                         |  | $                         |  |  | $ |       |  



|                                                                                                                                               |  |                |        |   |                           |        |   |                      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ------------------------- | ------ | - | -------------------- | - | ------- | -
|                                                                                                                                               |  |                |       
|                                                                                                                                               |  | OtherAssets    |        |   | SeparateAccountAssets (1) |        |   | FuturePolicyBenefits |  
|                                                                                                                                               |  | (in thousands) |       
|Fair value, beginning of period                                                                                                                |  | $              | 3,079  |   |                           | 7,716  |   |                      | $ | (3,087  | )
|Total gains or (losses) (realized/unrealized):                                                                                                 |  |                |       |   |                           |       |   |                      |   |        |  
|Included in earnings:                                                                                                                          |  |                |       |   |                           |       |   |                      |   |        |  
|Realized investment gains (losses), net                                                                                                        |  |                | 48,957 |   |                           |       |   |                      |   | (59,506 | )
|Asset administration fees and other income                                                                                                     |  |                |       |   |                           |       |   |                      |   |        |  
|Interest credited to policyholder account                                                                                                      |  |                |       |   |                           | (1,222 | ) |                      |   |        |  
|Included in other comprehensive income                                                                                                         |  |                | (338   | ) |                           |       |   |                      |   |        |  
|Net investment income                                                                                                                          |  |                |       |   |                           |       |   |                      |   |        |  
|Purchases, sales, issuances, and settlements                                                                                                   |  |                | 758    |   |                           |       |   |                      |   | (1,309  | )
|Transfers into (out of) Level 3 (2)                                                                                                            |  |                | 6,424  |   |                           |       |   |                      |   |        |  
|Other                                                                                                                                          |  |                |       |   |                           |       |   |                      |   |        |  
|                                                                                                                                               |  |                |        |   |                           |        |   |                      |   |         |  
|Fair value, end of period                                                                                                                      |  | $              | 58,880 |   |                           | 6,494  |   |                      | $ | (63,903 | )
|                                                                                                                                               |  |                |        |   |                           |        |   |                      |   |         |  
|                                                                                                                                               |  |                |       
|Unrealized gains (losses) for the period ending relating to those level 3 assets that were still held by the Company at the end of the period: |  |                |        |   |                           |        |   |                      |   |         |  
|Included in earnings:                                                                                                                          |  |                |        |   |                           |        |   |                      |   |         |  
|Realized investment gains (losses), net                                                                                                        |  | $              | 49,013 |   |                           |       |   |                      | $ | (59,565 | )
|Asset administration fees and other income                                                                                                     |  | $              |       |   |                           |       |   |                      | $ |        |  
|Interest credited to policyholder account                                                                                                      |  | $              |       |   |                           | (1,222 | ) |                      | $ |        |  
|Included in other comprehensive income (loss)                                                                                                  |  | $              | (338   | ) |                           |       |   |                      | $ |        |  



|(1) | account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the
extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Companys Statement of
Financial Position.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Transfers into or out of Level 3 are generally reported as the value of the beginning of the quarter in which the transfer occurs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



F-33



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



10. FAIR VALUE OF ASSETS AND LIABILITIES (continued)



Transfers  Net transfers out of Level 3 for Fixed Maturities Available for Sale totaled $16.393
million during the twelve months ended December 31, 2008. Transfers into Level 3 for these investments was primarily the result of unobservable inputs utilized within valuation methodologies and the use of broker quotes when previously
information from third party pricing services was utilized. Partially offsetting these transfers into Level 3 were transfers out of Level 3 due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service
information for certain assets that the Company was able to validate.

Fair Value of Financial Instruments -

The fair values presented below have been determined by using available market information and by applying valuation methodologies. Considerable judgment is applied in
interpreting data to develop the estimates of fair value. These fair values may not be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies could have a material effect on the fair values.
The methods and assumptions discussed below were used in calculating the fair values of the instruments. See Note 11 to the Financial Statements for a discussion of derivative instruments.

Commercial Mortgage and Other Loans

The fair value of
commercial mortgage loans, are primarily based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate adjusted for the current market spread for similar quality loans.

Policy loans

The fair value of policy loans is calculated
using a discounted cash flow model based upon current U.S. Treasury rates and historical loan repayment patterns.

Investment Contracts 
Policyholders Account Balances

Only the portion of policyholders account balances and separate account liabilities related to products
that are investment contracts (those without significant mortality or morbidity risk) are reflected in the table below. For fixed deferred annuities, payout annuities and other similar contracts without life contingencies, fair values are derived
using discounted projected cash flows based on LIBOR interest rates which are commonly viewed as being consistent with the Companys claims paying ratings. For those balances that can be withdrawn by the customer at any time without prior
notice or penalty, the fair value is the estimated to be amount payable to the customer as of the reporting date, which is generally the carrying value.

The following table discloses the carrying amounts and fair values of the Companys financial instruments at December 31:



|                          |  |                |         |            |   |               |  |            |         |  |   |        
|------------------------- |  | -------------- | ------- | ---------- | - | ------------- |  | ---------- | ------- |  | - | -------
|                          |  | 2008           |         | 2007      
|                          |  | CarryingValue  |         | Fair Value |   | CarryingValue |  | Fair Value
|                          |  | (in thousands)
|Financial assets:         |  |                |         |            |   |               |  |            |         |  |   |        
|                          |  |                |         |           
|Commercial mortgage loans |  | $              | 147,395 |            | $ | 135,601       |  | $          | 101,583 |  | $ | 103,815
|                          |  |                |         |           
|Policy loans              |  | $              | 169,924 |            | $ | 222,880       |  | $          | 166,373 |  | $ | 187,181
|                          |  |                |         |           
|Financial liabilities:    |  |                |         |            |   |               |  |            |         |  |   |        
|                          |  |                |         |           
|Investment contracts      |  | $              | 72,555  |            | $ | 73,220        |  | $          | 63,721  |  | $ | 63,721 



F-34



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



11. DERIVATIVE INSTRUMENTS



Types of Derivative Instruments and Derivative Strategies

Exchange-traded futures are used by the Company to reduce risks from changes in interest rates, to alter mismatches between the duration of assets in a portfolio and the
duration of liabilities supported by those assets, and to hedge against changes in the value of securities it owns or anticipates acquiring or selling. In exchange-traded futures transactions, the Company agrees to purchase or sell a specified
number of contracts, the values of which are determined by the values of underlying referenced securities, and to post variation margin on a daily basis in an amount equal to the difference in the daily market values of those contracts. The Company
enters into exchange-traded futures transactions with regulated futures commissions merchants that are members of a trading exchange.

Futures typically
are used to hedge duration mismatches between assets and liabilities. Futures move substantially in value as interest rates change and can be used to either modify or hedge existing interest rate risk.

Currency derivatives, including currency swaps, are used by the Company to reduce risks from changes in currency exchange rates with respect to investments denominated
in foreign currencies that the Company either holds or intends to acquire or sell.

Under currency swaps, the Company agrees with other parties to
exchange, at specified intervals, the difference between one currency and another at an exchange rate and calculated by reference to an agreed principal amount. Generally, the principal amount of each currency is exchanged at the beginning and
termination of the currency swap by each party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty for payments made in the same currency at each due date.

Credit derivatives are used by the Company to enhance the return on the Companys investment portfolio by creating credit exposure similar to an
investment in public fixed maturity cash instruments. With credit derivatives the Company can sell credit protection on an identified name, or a basket of names in a first to default structure, and in return receive a quarterly premium. With first
to default baskets, the premium generally corresponds to a high proportion of the sum of the credit spreads of the names in the basket. If there is an event of default by the referenced name or one of the referenced names in a basket, as defined by
the agreement, then the Company is obligated to pay the counterparty the referenced amount of the contract and receive in return the referenced defaulted security or similar security. In addition to selling credit protection, the Company may
purchase credit protection using credit derivatives in order to hedge specific credit exposures in the Companys investment portfolio.

Embedded
Derivatives

As described in Note 8, the Company sells variable annuity products which contain embedded derivatives. These embedded derivatives are
marked to market through Realized investment gains (losses), net based on the change in value of the underlying contractual guarantees which are determined using valuation models. The Company has entered into reinsurance agreements to
transfer the risk related to the embedded derivatives to affiliates. These reinsurance agreements are derivatives and have been accounted for in the same manner as the embedded derivative.

The Company invests in fixed maturities that, in addition to a stated coupon, provide a return based upon the results of an underlying portfolio of fixed income
investments and related investment activity. The Company accounts for these investments as available for sale fixed maturities containing embedded derivatives. Such embedded derivatives are marked to market through Realized investment gains
(losses), net, based upon the change in value of the underlying portfolio.

Credit Derivatives Written

The following tables set forth our exposure from credit derivatives where we have written credit protection excluding credit protection written on our own credit and
embedded derivatives contained in European managed investments, by NAIC rating of the underlying credits as of the dates indicated.



F-35



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



11. DERIVATIVE INSTRUMENTS (continued)



|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  
|------------------ |  | ------------------------- | -- | ----------------- | ----- | ---- | -------- | ---- | --------- | -- | - | -- | ---- | - | ---- | -
|NAICDesignation(1) |  | Rating Agency Equivalent  |    | December 31, 2008 |       |      |          |      |           |   
|                   |  | First to DefaultBasket    |    |                   | Total |     
|                   |  | Notional                  |    | FairValue         |       |      | Notional |      | FairValue |   
|1                  |  | Aaa, Aa, A                |    | $                 | 2     |      | $        | (.2  | )         |    | $ | 2  |      | $ | (.2  | )
|2                  |  | Baa                       |    |                   | 19    |      |          | (4   | )         |    |   | 19 |      |   | (4   | )
|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  
|                   |  | Subtotal Investment Grade |    |                   | 21    |      |          | (4.2 | )         |    |   | 21 |      |   | (4.2 | )
|3                  |  | Ba                        |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|4                  |  | B                         |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|5                  |  | C and lower               |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|6                  |  | In or near default        |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  
|Total              |  | $                         | 21 |                   | $     | (4.2 | )        |      | $         | 21 |   | $  | (4.2 | )
|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  
|                   |  |                           |    |                  
|NAICDesignation(1) |  | Rating Agency Equivalent  |    | December 31, 2007 |       |      |          |      |           |   
|                   |  | First to DefaultBasket    |    |                   | Total |     
|                   |  | Notional                  |    | FairValue         |       |      | Notional |      | FairValue |   
|1                  |  | Aaa, Aa, A                |    | $                 | 21    |      | $        | (.3  | )         |    | $ | 21 |      | $ | (.3  | )
|2                  |  | Baa                       |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  
|                   |  | Subtotal Investment Grade |    |                   | 21    |      |          | (.3  | )         |    |   | 21 |      |   | (.3  | )
|3                  |  | Ba                        |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|4                  |  | B                         |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|5                  |  | C and lower               |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|6                  |  | In or near default        |    |                   |      |      |          |     |           |    |   |   |      |   |     |  
|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  
|Total              |  | $                         | 21 |                   | $     | (.3  | )        |      | $         | 21 |   | $  | (.3  | )
|                   |  |                           |    |                   |       |      |          |      |           |    |   |    |      |   |      |  



|(1) | First-to-default credit swap baskets, which may include credits of varying qualities, are grouped above based on the lowest credit in the basket. However, such basket swaps may
entail greater credit risk than the rating level of the lowest credit.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table sets forth the composition of our credit
derivatives where we have written credit protection excluding credit protection written on our own credit and embedded derivatives contained in European managed investments, by industry category as of the dates indicated.



|                            |  |                   |    |           |                   |      |          |  |           |    |  |     |  
|--------------------------- |  | ----------------- | -- | --------- | ----------------- | ---- | -------- |  | --------- | -- |  | --- | -
|                            |  | December 31, 2008 |    |           | December 31, 2007 |     
|Industry                    |  | Notional          |    | FairValue |                   |      | Notional |  | FairValue |   
|                            |  | (in millions)     |   
|Corporate Securities:       |  |                   |    |           |                   |      |          |  |           |    |  |     |  
|First to Default Baskets(1) |  |                   | 21 |           |                   | (4.2 | )        |  |           | 21 |  | (.3 | )
|                            |  |                   |    |           |                   |      |          |  |           |    |  |     |  
|Total Credit Derivatives    |  | $                 | 21 |           | $                 | (4.2 | )        |  | $         | 21 |  | (.3 | )
|                            |  |                   |    |           |                   |      |          |  |           |    |  |     |  



|(1) | Credit default baskets may include various industry categories.
|--- | ---------------------------------------------------------------



F-36



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



11. DERIVATIVE INSTRUMENTS (continued)



The Company writes credit derivatives under which the Company is obligated to pay the counterparty the referenced
amount of the contract and receive in return the defaulted security or similar security. The Companys maximum amount at risk under these credit derivatives, assuming the value of the underlying referenced securities become worthless, is $21
million at December 31, 2008. These credit derivatives generally have maturities of five years or less.

The Company holds certain externally managed
investments in the European market which contain embedded derivatives whose fair value are primarily driven by changes in credit spreads. These investments are medium term notes that are collateralized by investment portfolios primarily consisting
of investment grade European fixed income securities, including corporate bonds and asset-backed securities, and derivatives, as well as varying degrees of leverage. The notes have a stated coupon and provide a return based on the performance of the
underlying portfolios and the level of leverage. The Company invests in these notes to earn a coupon through maturity, consistent with its investment purpose for other debt securities. The notes are accounted for under U.S. GAAP as available for
sale fixed maturity securities with bifurcated embedded derivatives (total return swaps). Changes in the value of the fixed maturity securities are reported in Stockholders Equity under the heading Accumulated Other Comprehensive
Income and changes in the market value of the embedded total return swaps are included in current period earnings in Realized investment gains (losses), net. The Companys maximum exposure to loss from these interests was $5
million and $8 million at December 31, 2008 and 2007, respectively.

Credit Risk

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to financial derivative transactions. Substantially all of the
Companys over-the-counter derivative contracts are transacted with an affiliate. In instances where the Company transacts with unaffiliated counterparties, the Company manages credit risk by entering into derivative transactions with major
international financial institutions and other creditworthy counterparties, and by obtaining collateral where appropriate. Additionally, limits are set on single party credit exposures which are subject to periodic management review.

The credit exposure of the Companys over-the-counter derivative transactions is represented by the contracts with a positive fair value (market value) at the
reporting date. The Company effects exchange-traded futures transactions through regulated exchanges and these transactions are settled on a daily basis, thereby reducing credit risk exposure in the event of nonperformance by counterparties to such
financial instruments.

12. COMMITMENTS, CONTINGENCIES AND LITIGATION AND REGULATORY

Commitments

The Company has made commitments to fund $2 million of commercial loans in 2008. The Company also
made commitments to purchase or fund investments, mostly private fixed maturities, of $3 million in 2008.

Contingencies

On an ongoing basis, our internal supervisory and control functions review the quality of our sales, marketing, administration and servicing, and other customer interface
procedures and practices and may recommend modifications or enhancements. From time to time, this review process results in the discovery of administration, servicing or other errors, including errors relating to the timing or amount of payments or
contract values due to customers. In these cases, we offer customers appropriate remediation and may incur charges and expenses, including the costs of such remediation, administrative costs and regulatory fines.

It is possible that the results of operations or the cash flow of the Company in a particular quarterly or annual period could be materially affected as a result of
payments in connection with the matters discussed above depending, in part, upon the results of operations or cash flow for such period. Management believes, however, that the ultimate payments in connection with these matters should not have a
material adverse effect on the Companys financial position.

Litigation and Regulatory Proceedings

The Company is subject to legal and regulatory actions in the ordinary course of its businesses, including class action lawsuits. Legal and regulatory actions may include
proceedings relating to aspects of the businesses and operations that are specific to the Company and that are typical of the businesses in which the Company operates. Class action and individual lawsuits may involve a variety of issues and/or
allegations, which include sales practices, underwriting practices, claims payment and procedures, premium charges, policy servicing and breach of fiduciary duties to customers. The Company may also be subject to litigation arising out of its
general business activities, such as investments and third party contracts. In certain of these matters, plaintiffs may seek large and/or indeterminate amounts, including punitive or exemplary damages.



F-37



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



12. COMMITMENTS, CONTINGENCIES AND LITIGATION AND REGULATORY (continued)



The Companys litigation and regulatory matters are subject to many uncertainties, and given their complexity
and scope, their outcomes cannot be predicted. It is possible that results of operations or cash flow of the Company in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation
and regulatory matters depending, in part, upon the results of operations or cash flow for such period. In light of the unpredictability of the Companys litigation and regulatory matters, it is also possible that in certain cases an ultimate
unfavorable resolution of one or more pending litigation or regulatory matters could have a material adverse effect on the Companys financial position. Management believes, however, that, based on information currently known to it, the
ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, is not likely to have a material adverse effect on the Companys financial position.

13. RELATED PARTY TRANSACTIONS

The Company has extensive
transactions and relationships with Prudential Insurance and other affiliates. Although we seek to ensure that these transactions and relationships are fair and reasonable, it is possible that the terms of these transactions are not the same as
those that would result from transactions among wholly unrelated parties.

Expense Charges and Allocations

Many of the Companys expenses are allocations or charges from Prudential Insurance or other affiliates. These expenses can be grouped into the following categories:
general and administrative expenses and agency distribution expenses.

The Companys general and administrative expenses are charged to the Company
using allocation methodologies based on business processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under
service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. The Company reviews its allocation methodology periodically which it may adjust accordingly.
General and administrative expenses include allocations of stock compensation expenses related to a stock option program and a deferred compensation program issued by Prudential Financial. The expense charged to the Company for the stock option
program was less than $0.1 million for the twelve months ended December 31, 2008 and 2007, respectively. The expense charged to the Company for the deferred compensation program was $0.2 million and $0.5 million for the twelve months ended
December 31, 2008 and 2007, respectively.

The Company receives a charge to cover its share of employee benefits expenses. These expenses include
costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Benefits are based on final average earning and length of service, while benefits for other employees are based on an account balance, which takes into
consideration age, service and earnings during career.

Prudential Insurance sponsors voluntary savings plan for the Companys employees 401(k)
plans. The plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The expense charged to the Company for the matching contribution to the plans was $0.5 million in 2008,
and $0.5 million in 2007 and $0.4 million in 2006.

The Companys share of net expense for the pension plans was $1 million in 2008 and $1 million in
2007 and 2006.

The Company is charged distribution expenses from Prudential Insurances agency network for both its domestic life and annuity
products through a transfer pricing agreement, which is intended to reflect a market based pricing arrangement.

Affiliated Asset Administration Fee
Income

The Company participates in a revenue sharing agreement with Prudential Investments LLC, whereby the Company receives fee income from
policyholder account balances invested in the Prudential Series Funds (PSF). The Company also receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust Funds. These revenues are
recorded as Asset administration fees in the Statements of Operations and Comprehensive Income.



F-38



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



13. RELATED PARTY TRANSACTIONS (continued)



Corporate Owned Life Insurance

The Company has sold two Corporate Owned Life Insurance (COLI) policies to Prudential Insurance, and one during the third quarter of 2007 to Prudential Financial, Inc. The cash surrender value included in
separate accounts was $564 million and $606 million at December 31, 2008 and December 31, 2007, respectively. Fees related to the COLI policies were $19 million, $17 million and $5 million for the years ending December 31, 2008, 2007
and 2006, respectively.

Reinsurance with Affiliates

Pruco Life

Effective April 1, 2008, the Company entered into an agreement to reinsure certain variable COLI policies with Pruco Life.
Reinsurance recoverables related to this agreement were $2 million as of December 31, 2008. Fees ceded to Pruco Life were $3 million for December 2008. Benefits ceded were $3 million for December 31, 2008. The Company is not relieved of
its primary obligation to the policyholder as a result of this agreement.

Prudential Arizona Reinsurance Capitive Company (PARCC)

The Company reinsures 90% of the risks under its term life insurance policies through an automatic and facultative coinsurance agreement with PARCC. Reinsurance
recoverables related to this agreement were $239 million and $177 million as of December 31, 2008 and 2007, respectively. Premiums ceded to PARCC in 2008, 2007, and 2006 were $127 million, $108 million and $86 million, respectively. Benefits
ceded in 2008, 2007 and 2006 were $53 million, $24 million, and $23 million respectively. Reinsurance expense allowances, net of capitalization and amortization for 2008, 2007 and 2006 were $26 million, $22 million and $20 million, respectively. The
Company is not relieved of its primary obligation to the policyholder as a result of this agreement.

Prudential Insurance

The Company has a yearly renewable term reinsurance agreement with Prudential Insurance and reinsures the majority of all mortality risks, not otherwise reinsured. The
reinsurance recoverable related to this agreement was $5 million and $5 million as of December 31, 2008 and December 2007 respectively. Premiums and fees ceded to Prudential Insurance in 2008, 2007 and 2006 were $35 million, $33 million and $30
million, respectively. Benefits ceded in 2008, 2007 and 2006 were $28 million, $23 million, and $28 million, respectively. The Company is not relieved of its primary obligation to the policyholder as a result of this agreement.

Pruco Re.

During 2005 and 2006, the Company entered into reinsurance
agreements with Pruco Re as part of its risk management and capital management strategies for annuities. Effective October 3, 2005, the Company entered into a coinsurance agreement with Pruco Re providing for the 100% reinsurance of its
Lifetime Five benefit feature sold on its annuities. Fees ceded on this agreement, included in Realized investments (losses) gains, net on the financial statements as of December 31, 2008, were $47 million.

Effective May 1, 2006, the Company entered into a new coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Spousal Lifetime Five benefit
feature sold on its annuities. Fees ceded on this agreement, included in Realized investments (losses) gains, net on the financial statements as of December 31, 2008, were $6 million. The Company is not relieved of its primary
obligation to the policyholder as a result of this agreement.

Debt Agreements

The Company and its parent, Pruco Life have an agreement with Pru Funding, LLC, a wholly owned subsidiary of Prudential Insurance which allows it to borrow funds for working capital and liquidity needs. The borrowings
under this agreement are limited to $100 million. The Companys short-term borrowings from an affiliate used to provide short term working capital decreased. There was $100 thousand of debt outstanding to Prudential Funding, LLC as of
December 31, 2008 as compared to $56 million at December 31, 2007. Interest expense related to this agreement was $0.5 million in 2008 and in 2007. The related interest was charged at a variable rate ranging from .31% to 4.31% for 2008 and
4.26% to 5.86% in 2007.



F-39



---

##### Table of Contents

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements



14. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)



The unaudited quarterly results of operations for the years ended December 31, 2008 and 2007 are summarized in
the table below:



|                                           |  |                                   |        |         |   |              |  |             |        |  |   |        |  
|------------------------------------------ |  | --------------------------------- | ------ | ------- | - | ------------ |  | ----------- | ------ |  | - | ------ | -
|                                           |  | Three months ended (in thousands) |       
|                                           |  | March 31                          |        | June 30 |   | September 30 |  | December 31 |       
|2008                                       |  |                                   |        |         |   |              |  |             |        |  |   |        |  
|Total revenues                             |  | $                                 | 37,428 |         | $ | 38,256       |  | $           | 38,938 |  | $ | 29,588 |  
|Total benefits and expenses                |  |                                   | 26,981 |         |   | 26,170       |  |             | 27,132 |  |   | 38,104 |  
|Income from operations before income taxes |  |                                   | 10,447 |         |   | 12,086       |  |             | 11,806 |  |   | (8,516 | )
|Net income                                 |  |                                   | 7,535  |         |   | 9,236        |  |             | 9,828  |  |   | (4,894 | )
|                                           |  |                                   |        |         |   |              |  |             |        |  |   |        |  
|                                           |  |                                   |        |        
|2007                                       |  |                                   |        |         |   |              |  |             |        |  |   |        |  
|Total revenues                             |  | $                                 | 38,111 |         | $ | 40,702       |  | $           | 46,473 |  | $ | 39,682 |  
|Total benefits and expenses                |  |                                   | 25,023 |         |   | 26,204       |  |             | 28,970 |  |   | 29,022 |  
|Income from operations before income taxes |  |                                   | 13,088 |         |   | 14,498       |  |             | 17,503 |  |   | 10,660 |  
|Net income                                 |  |                                   | 9,766  |         |   | 9,985        |  |             | 12,408 |  |   | 8,044  |  
|                                           |  |                                   |        |         |   |              |  |             |        |  |   |        |  



F-40