Prudential Annuities Life Assurance Corp Variable Account B
Filed: 3 Jun 09, 12:00am
June 2, 2009
Ms. Sally Samuel, Esq.
Office of Insurance Products
Division of Investment Management
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Post-effective amendments to certain Form N-4 registration statements
Dear Ms. Samuel:
On June 1, 2009, we filed post-effective amendments under Rule 485(a) to the Form N-4 registration statements of Prudential Annuities
Life Assurance Corporation ("PALAC"), Pruco Life Insurance Company ("Pruco Life") and Pruco Life Insurance Company of New Jersey
("PLNJ") listed below. Among other things, these post-effective amendments describe a new lifetime guaranteed minimum withdrawal
benefit to be called Highest Daily Lifetime 6 Plus (the spousal variant of which will be called Spousal Highest Daily Lifetime 6
Plus).
The following Form N-4 registration statements are being amended:
o Pruco Life's Prudential Premier Series Annuity (file nos. 333-130989 and 333-144639)
o PLNJ's Prudential Premier Series Annuity (file nos. 333-131035 and 333-144657)
o PALAC's ASAP III, APEX II, ASL II, XTra Credit Six, XTra Credit Eight, Choice 2000, and Cornerstone Annuities (file nos.
333-96577, 333-71654, 333-71672, 333-71834, 333-150220, 333-08853, and 333-152411). Included within certain of these
registration statements are the prospectuses for the "Optimum" line of annuities sold through LPL Financial Corporation.
In brief, the salient changes reflected in these 485(a) filings, which will be embodied in supplements to the May 1, 2009
prospectuses, are as follows:
o Disclosure concerning Highest Daily Lifetime 6 Plus and Spousal Highest Daily Lifetime 6 Plus. Highest Daily Lifetime 6
Plus and Spousal Highest Daily 6 Plus are substantially similar to our existing Highest Daily Lifetime 7 Plus and Spousal
Highest Daily Lifetime 7 Plus benefits, respectively, except that (a) the charge for Highest Daily Lifetime 6 Plus is equal
to 0.85% of the greater of Account Value and Protected Withdrawal Value, the charge for Spousal Highest Daily Lifetime 6
Plus is equal to 0.95% of the greater of Account Value and Protected Withdrawal Value, and the charge for Highest Daily
Lifetime 6 Plus with Lifetime Income Accelerator is equal to 1.20% of the greater of Account Value and Protected Withdrawal
Value (b) the "roll-up" of the Protected Withdrawal Value is 6% annually (c) the guaranteed Protected Withdrawal Value on
the 25th benefit anniversary that exists under Highest Daily Lifetime 7 Plus if there has been no Lifetime Withdrawal is not
present under Highest Daily Lifetime 6 Plus (d) the Annual Income Amount age-bands are different (e) a death benefit is
included in the new benefits that generally equals 300% of the Annual Income Amount (f) there is no Beneficiary Income
Option version of Highest Daily Lifetime 6 Plus and no Return of Principal Guarantee. Subject to a brief transition period,
we plan to cease offering Highest Daily Lifetime 7 Plus and Spousal Highest Daily Lifetime 7 Plus in a given jurisdiction
once Highest Daily Lifetime 6 Plus and Spousal Highest Daily Lifetime 6 Plus are approved in that jurisdiction.
o The following miscellaneous changes, some or all of which apply to each supplement: (a) clarification that Morgan Stanley
Smith Barney will serve as pricing agent for the PALAC and Pruco Life/PLNJ annuities it sells (b) additional disclosure
about how we may delay the processing of a withdrawal request if there is a question about the authenticity of the owner's
signature and (c) additional disclosure about the availability of one of the optional death benefits.
The instant filings do not reflect updated expense examples, which will be furnished in the subsequent 485(b) filings. Similarly,
current financial statements for the registrant separate account and the depositor will be included in the subsequent 485(b)
filings.
We represent and acknowledge that:
o the depositor and the registrant are responsible for the adequacy and accuracy of the disclosure in the instant filings; and
o staff comments, or changes to disclosure in response to staff comments in the filings reviewed by the staff, do not
foreclose the Commission from taking any action with respect to the instant filings; and
o the depositor and the registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.
In this submission, we are furnishing you with a paper, "courtesy" copy of the PALAC "core prospectus" filing. The changes
identified in that filing are representative of the changes proposed to be made in the other filings.
We appreciate your attention to these filings.
Sincerely,
/s/C. Christopher Sprague
C. Christopher Sprague