AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2009
REGISTRATION NO. 333-______
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------

PRUCO LIFE INSURANCE COMPANY
(Exact Name of Registrant)

ARIZONA
(State or other jurisdiction of incorporation or organization)

22-1944557
(I.R.S. Employer Identification Number)

C/O PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973) 802-5740
(Address and telephone number of principal executive offices)

THOMAS C. CASTANO
SECRETARY
PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973) 802-4780
(Name, address and telephone number of agent for service)

Copies to:

CHRISTOPHER SPRAGUE
VICE PRESIDENT, CORPORATE COUNSEL
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
751 BROAD STREET
NEWARK, NJ 07102-2992
(973) 802-6997

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [_]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [_]

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company.

Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [X] Smaller reporting company [_]

Calculation of Registration fee

---------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered* per unit* offering price** registration fee

---------------------------------------------------------------------------------------------------------
Market Value Adjusted Annuity Contracts $6,000,000,000 $334,800
-----------------------------------------------------------------------------------------------------

* Securities are not issued in predetermined units

** In this filing, Pruco Life Insurance Company is registering $6,000,000,000
of securities and paying a fee of $334,800 therefore.

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

================================================================================

PRUCO LIFE INSURANCE COMPANY

A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777

Prudential Premier Retirement Variable Annuity X SERIES ("X SERIES")
Prudential Premier Retirement Variable Annuity L SERIES ("L SERIES")
Prudential Premier Retirement Variable Annuity B SERIES ("B SERIES")

Prudential Premier Retirement Variable Annuity C SERIES ("C SERIES")

Flexible Premium Deferred Annuities

PROSPECTUS: __, 2010
--------------------------------------------------------------------------------

This prospectus describes four different flexible premium deferred annuity
classes offered by Pruco Life Insurance Company ("Pruco Life", "we", "our", or
"us"). For convenience in this prospectus, we sometimes refer to each of these
annuity contracts as an "Annuity", and to the annuity contracts collectively as
the "Annuities." We also sometimes refer to each class by its specific name
(e.g., the "B Series"). Each Annuity may be offered as an individual annuity
contract or as an interest in a group annuity. Each Annuity has different
features and benefits that may be appropriate for you based on your financial
situation, your age and how you intend to use the Annuity. There are differences
among the Annuities that are discussed throughout the prospectus and summarized
in Appendix B entitled "Selecting the Variable Annuity That's Right for You".
Financial Professionals may be compensated for the sale of each Annuity. Selling
broker-dealer firms through which each Annuity is sold may decline to make
available to their customers certain of the optional features and investment
options offered generally under the Annuity or may impose restrictions (e.g., a
lower maximum issue age for certain optional benefits). Selling broker-dealer
firms may not offer all the Annuities described in this prospectus. Please speak
to your Financial Professional for further details. Each Annuity or certain of
its investment options and/or features may not be available in all states.
Certain terms are capitalized in this prospectus. Those terms are either defined
in the Glossary of Terms or in the context of the particular section. Because
the X Series Annuity grants Purchase Credits with respect to your Purchase
Payments, the expenses of the X Series Annuity are higher than expenses for an
Annuity without a Purchase Credit. In addition, the amount of the Purchase
Credits that you receive under the X Series Annuity may be more than offset by
the additional fees and charges associated with the Purchase Credit.

THE SUB-ACCOUNTS

Each Sub-account of the Pruco Life Flexible Premium Variable Annuity Account
invests in an underlying mutual fund - see the following page for a complete
list of the Sub-accounts. The Pruco Life Flexible Premium Variable Annuity
Account is a separate account of Pruco Life, and is the investment vehicle in
which your Purchase Payments invested in the Sub-accounts are held. Currently,
portfolios of Advanced Series Trust and Franklin Templeton Variable Insurance
Products Trust are being offered.

PLEASE READ THIS PROSPECTUS

This prospectus sets forth information about the Annuities that you ought to
know before investing. Please read this prospectus and the current prospectus
for the underlying mutual funds. Keep them for future reference. If you are
purchasing one of the Annuities as a replacement for an existing variable
annuity or variable life coverage, or a fixed insurance policy, you should
consider any surrender or penalty charges you may incur and any benefits you may
also be forfeiting when replacing your existing coverage and that this Annuity
may be subject to a contingent deferred sales charge if you elect to surrender
the Annuity or take a partial withdrawal. You should consider your need to
access the Annuity's Account Value and whether the Annuity's liquidity features
will satisfy that need.

AVAILABLE INFORMATION

We have also filed a Statement of Additional Information dated the same date as
this prospectus that is available from us, without charge, upon your request.
The contents of the Statement of Additional Information are described at the end
of this prospectus - see Table of Contents. The Statement of Additional
Information is incorporated by reference into this prospectus. This prospectus
is part of the registration statement we filed with the SEC regarding this
offering. Additional information on us and this offering is available in the
registration statement and the exhibits thereto. You may review and obtain
copies of these materials at no cost to you by contacting us. These documents,
as well as documents incorporated by reference, may also be obtained through the
SEC's Internet Website (www.sec.gov) for this registration statement as well as
for other registrants that file electronically with the SEC.

These Annuities are NOT deposits or obligations of, or issued, guaranteed or
endorsed by, any bank, are NOT insured or guaranteed by the U.S. government, the
Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any
other agency. An investment in an annuity involves investment risks, including
possible loss of value, even with respect to amounts allocated to the AST Money
Market Sub-account.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRUDENTIAL, PRUDENTIAL FINANCIAL, PRUDENTIAL ANNUITIES AND THE ROCK LOGO ARE
SERVICEMARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS AFFILIATES.
OTHER PROPRIETARY PRUDENTIAL MARKS MAY BE DESIGNATED AS SUCH THROUGH USE OF THE
(SM) OR (R) SYMBOLS.

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888

Prospectus dated:__, 2010 Statement of Additional Information dated:__, 2010

PLEASE SEE OUR PRIVACY POLICY AND OUR IRA, ROTH IRA AND FINANCIAL DISCLOSURE
STATEMENTS ATTACHED TO THE BACK COVER OF THIS PROSPECTUS.

VARIABLE INVESTMENT OPTIONS
(Certain investment options may not be available with your Annuity)

Advanced Series Trust
AST Academic Strategies Asset Allocation Portfolio
AST Advanced Strategies Portfolio
AST AllianceBernstein Core Value Portfolio
AST AllianceBernstein Growth & Income Portfolio
AST American Century Income & Growth Portfolio
AST Balanced Asset Allocation Portfolio
AST Bond Portfolio 2017
AST Bond Portfolio 2018
AST Bond Portfolio 2019
AST Bond Portfolio 2020
AST Bond Portfolio 2021
AST Capital Growth Asset Allocation Portfolio
AST CLS Growth Asset Allocation Portfolio
AST CLS Moderate Asset Allocation Portfolio
AST Cohen & Steers Realty Portfolio
AST DeAM Large-Cap Value Portfolio
AST Federated Aggressive Growth Portfolio
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
AST Global Real Estate Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST High Yield Portfolio
AST Horizon Growth Asset Allocation Portfolio
AST Horizon Moderate Asset Allocation Portfolio
AST International Growth Portfolio
AST International Value Portfolio
AST Investment Grade Bond Portfolio
AST Jennison Large-Cap Growth Portfolio
AST Jennison Large-Cap Value Portfolio
AST JPMorgan International Equity Portfolio
AST Large-Cap Value Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST Marsico Capital Growth Portfolio
AST MFS Global Equity Portfolio
AST MFS Growth Portfolio
AST Mid-Cap Value Portfolio
AST Money Market Portfolio
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Small-Cap Growth Portfolio
AST Niemann Capital Growth Asset Allocation Portfolio
AST Parametric Emerging Markets Equity Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST PIMCO Total Return Bond Portfolio
AST Preservation Asset Allocation Portfolio
AST QMA US Equity Portfolio
AST Schroders Multi-Asset World Strategies Portfolio
AST Small-Cap Growth Portfolio
AST Small-Cap Value Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price Global Bond Portfolio
AST T. Rowe Price Large-Cap Growth Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST UBS Dynamic Alpha Portfolio
AST Western Asset Core Plus Bond Portfolio

Franklin Templeton Variable Insurance Products Trust
Franklin Templeton VIP Founding Funds Allocation Fund

CONTENTS

GLOSSARY OF TERMS ....................................................................... 1

SUMMARY OF CONTRACT FEES AND CHARGES .................................................... 3

EXPENSE EXAMPLES ........................................................................ 13

SUMMARY ................................................................................. 15

INVESTMENT OPTIONS ...................................................................... 18
VARIABLE INVESTMENT OPTIONS ............................................................. 18
MARKET VALUE ADJUSTMENT OPTIONS ......................................................... 32
RATES FOR MVA OPTIONS ................................................................... 32
MARKET VALUE ADJUSTMENT ................................................................. 33
MVA EXAMPLES ............................................................................ 35
LONG-TERM MVA OPTIONS ................................................................... 36
DCA MVA OPTIONS ......................................................................... 36
GUARANTEE PERIOD TERMINATION ............................................................ 36

FEES. CHARGES AND DEDUCTIONS ............................................................ 36
MVA OPTION CHARGES ...................................................................... 38
ANNUITY PAYMENT OPTION CHARGES .......................................................... 38
EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES ............................................... 38

PURCHASING YOUR ANNUITY ................................................................. 38
REQUIREMENTS FOR PURCHASING THE ANNUITY ................................................. 38
PURCHASE CREDITS UNDER THE X SERIES ..................................................... 39
DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY ........................................ 40

RIGHT TO CANCEL ......................................................................... 42

SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT ........................................ 42

SALARY REDUCTION PROGRAMS ............................................................... 42

MANAGING YOUR ANNUITY ................................................................... 42
CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS ................................. 42

MANAGING YOUR ACCOUNT VALUE ............................................................. 44
DOLLAR COST AVERAGING PROGRAMS .......................................................... 44
6 OR 12 MONTH DOLALR COST AVERAGING PROGRAM ............................................. 44
AUTOMATIC REBALANCING PROGRAMS .......................................................... 45
FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS ................... 45

RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS .................................... 46

ACCESS TO ACCOUNT VALUE ................................................................. 47
TYPES OF DISTRIBUTIONS AVAILABLE TO YOU ................................................. 47
TAX IMPLICATIONS FOR DISTRIBUTIONS ...................................................... 47
FREE WITHDRAWAL AMOUNTS ................................................................. 48
SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD ................... 48
SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE .......... 49
REQUIRED MINIMUM DISTRIBUTIONS .......................................................... 49

SURRENDERS .............................................................................. 49

SURRENDER VALUE ......................................................................... 50
MEDICALLY-RELATED SURRENDERS ............................................................ 50

ANNUITY OPTIONS ......................................................................... 50

CHOOSING THE ANNUITY PAYMENT OPTION ..................................................... 51

LIVING BENEFITS ......................................................................... 52
HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (HD6 PLUS(SM)) ......................... 53
HIGHEST DAILY LIFETIME 6 PLUS WITH LIFETIME INCOME ACCELERATOR(SM) (HD6 PLUS-LIA(SM)) ...
SPOUSAL HIGHEST DAILY LIFETIME(SM) 6 PLUS (SHD6 PLUS(SM)) ............................... 67
GUARANTEED RETURN OPTION(SM) PLUS II (GRO PLUS II) ...................................... 77
HIGHEST DAILY(SM) GUARANTEED RETURN OPTION(SM) II (HD GRO II(SM) ........................ 81

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS ........................................ 83
TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT ............................................... 83
MINIMUM DEATH BENEFIT ................................................................... 84
OPTIONAL DEATH BENEFITS ................................................................. 84
PAYMENT OF DEATH BENEFITS ............................................................... 88

VALUING YOUR INVESTMENT ................................................................. 90
VALUING THE SUBACCOUNTS ................................................................. 90
PROCESSING AND VALUING TRANSACTIONS ..................................................... 90

TAX CONSIDERATIONS ...................................................................... 92

OTHER INFORMATION ....................................................................... 100
PRUCO LIFE AND THE SEPARATE ACCOUNT ..................................................... 100
LEGAL STRUCTURE OF THE UNDERLYING FUNDS ................................................. 102
DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE ......................................... 103
FINANCIAL STATEMENTS .................................................................... 105
INDEMNIFICATION ......................................................................... 105
LEGAL PROCEEDINGS ....................................................................... 105
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ..................................... 106

HOW TO CONTACT US ....................................................................... 106

APPENDIX A - ACCUMULATION UNIT VALUES ................................................... A-1

APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU ........................ B-1

APPENDIX C - FORMULA UNDER HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND SPOUSAL
HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT ............................................ C-1

APPENDIX D - FORMULA UNDER HIGHEST DAILY GRO II and GUARANTEED RETURN OPTION PLUS II .... D-1

APPENDIX E - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES ......... E-1

GLOSSARY OF TERMS

We set forth here definitions of some of the key terms used throughout this
prospectus. In addition to the definitions here, we also define certain terms
in the section of the prospectus that uses such terms.

Account Value: The total value of all allocations to the Sub-accounts and/or the
MVA Options on any Valuation Day. The Account Value is determined separately for
each Sub-account and for each MVA Option, and then totaled to determine the
Account Value for your entire Annuity. The Account Value of each MVA Option will
be calculated using any applicable MVA.

Accumulation Period: The period of time from the Issue Date through the last
Valuation Day immediately preceding the Annuity Date.

Annuitant: The natural person upon whose life annuity payments made to the Owner
are based.

Annuitization: Annuitization is the process by which you "annuitize" your
Account Value. When you annuitize, we apply the Unadjusted Account Value to one
of the available annuity options to begin making periodic payments to the Owner.

Annuity Date: The date on which we apply your Unadjusted Account Value to the
applicable annuity option and begin the payout period. As discussed in the
Annuity Options section, there is an age by which you must begin receiving
annuity payments, which we call the "Latest Annuity Date."

Annuity Year: The first Annuity Year begins on the Issue Date and continues
through and includes the day immediately preceding the first anniversary of the
Issue Date. Subsequent Annuity Years begin on the anniversary of the Issue Date
and continue through and include the day immediately preceding the next
anniversary of the Issue Date.

Beneficiary(ies): The natural person(s) or entity(ies) designated as the
recipient(s) of the Death Benefit or to whom any remaining period certain
payments may be paid in accordance with the annuity payout options section of
this Annuity.

Beneficiary Annuity: You may purchase an Annuity if you are a Beneficiary of an
account that was owned by a decedent, subject to the requirements discussed in
this prospectus. You may transfer the proceeds of the decedent's account into
one of the Annuities described in this prospectus and continue receiving the
distributions that are required by the tax laws. This transfer option is only
available for purchase of an IRA, Roth IRA, or a non-qualified Beneficiary
Annuity.

Code: The Internal Revenue Code of 1986, as amended from time to time and the
regulations promulgated thereunder.

Contingent Deferred Sales Charge (CDSC): This is a sales charge that may be
deducted when you make a surrender or take a partial withdrawal from your
Annuity. We refer to this as a "contingent" charge because it is imposed only if
you surrender or take a withdrawal from your Annuity. The charge is a percentage
of each applicable Purchase Payment that is being surrendered or withdrawn.

Dollar Cost Averaging ("DCA") MVA Option: An investment option that offers a
fixed rate of interest for a specified period. The DCA MVA Option is used only
with our 6 or 12 Month Dollar Cost Averaging Program, under which the Purchase
Payments that you have allocated to that DCA MVA Option are transferred to the
designated Sub-accounts over a 6 month or 12 month period. Withdrawals or
transfers from the DCA MVA Option will be subject to a market value adjustment
if made other than pursuant to the 6 or 12 month DCA Program.

Due Proof of Death: Due Proof of Death is satisfied when we receive all of the
following in Good Order: (a) a death certificate or similar documentation
acceptable to us; (b) all representations we require or which are mandated by
applicable law or regulation in relation to the death claim and the payment of
death proceeds; and (c) any applicable election of the method of payment of the
death benefit, if not previously elected by the Owner, by at least one
Beneficiary.

Free Look: The right to examine your Annuity, during a limited period of time,
to decide if you want to keep it or cancel it. The length of this time period,
and the amount of refund, depends on applicable law and thus may vary. In
addition, there is a different free look period that applies if your Annuity is
held within an IRA. In your Annuity contract, your free look right is referred
to as your "Right to Cancel."

Good Order: Good Order is the standard that we apply when we determine whether
an instruction is satisfactory. An instruction will be considered in Good Order
if it is received at our Service Office: (a) in a manner that is satisfactory to
us such that it is sufficiently complete and clear that we do not need to
exercise any discretion to follow such instruction and complies with all
relevant laws and regulations; (b) on specific forms, or by other means we then
permit (such as via telephone or electronic submission); and/or (c) with any
signatures and dates as we may require. We will notify you if an instruction is
not in Good Order.

Guarantee Period: The period of time during which we credit a fixed rate of
interest to an MVA Option.

Investment Option: A Sub-account or other option available as of any given time
to which Account Value may be allocated.

Issue Date: The effective date of your Annuity.

Key Life: Under the Beneficiary Continuation Option, or the Beneficiary Annuity,
the person whose life expectancy is used to determine the required
distributions.

Market Value Adjustment ("MVA"): A positive or negative adjustment used to
determine the Account Value in an MVA Option.

Market Value Adjustment Options ("MVA Options"): Investment Options to which a
fixed rate of interest is credited for a specified Guarantee Period and to which
an MVA may apply. The MVA Options consist of (a) the DCA MVA Option used with
our 6 or 12 Month DCA Program and (b) the "Long-Term MVA Options", under which
Guarantee Periods of different yearly lengths are offered.

Maturity Date: With respect to an MVA Option, the last day in a Guarantee
Period.

Owner: With an Annuity issued as an individual annuity contract, the Owner is
either an eligible entity or person named as having ownership rights in relation
to the Annuity. In certain states, with an Annuity issued as a certificate under
a group annuity contract, the "Owner" refers to the person or entity who has the
rights and benefits designated to the "participant" in the certificate. Thus, an
Owner who is a participant has rights that are comparable to those of the Owner
of an individual annuity contract.

Purchase Credit: Under the X Series only, an amount that we add to your Annuity
when you make a Purchase Payment during the [ ] Annuity Years. We are
entitled to recapture Purchase Credits under certain circumstances.

Purchase Payment: A cash consideration in currency of the United States of
America given to us in exchange for the rights, privileges, and benefits of the
Annuity.

Service Office: The place to which all requests and payments regarding the
Annuity are to be sent. We may change the address of the Service Office at any
time, and will notify you in advance of any such change of address.

Separate Account: Referred to as the "Variable Separate Account" in your
Annuity, this is the variable separate account(s) shown in the Annuity.

Sub Account: A division of the Separate Account.

Surrender Value: The Account Value (which includes the effect of any MVA) less
any applicable CDSC, any applicable tax charges, any charges assessable as a
deduction from the Account Value for any optional benefits provided by rider or
endorsement, and any Annual Maintenance Fee.

Unadjusted Account Value: The Unadjusted Account Value is equal to the Account
Value prior to the application of any MVA.

Unit: A share of participation in a Sub-account used to calculate your Account
Value prior to the Annuity Date.

Valuation Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange Commission requires mutual funds or unit
investment trusts to be valued.

we, us, our: Pruco Life Insurance Company.

you, your: The Owner(s) shown in the Annuity.

SUMMARY OF CONTRACT FEES AND CHARGES

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering one of the Annuities. The first table describes
the fees and expenses that you will pay at the time you surrender an Annuity,
take a partial withdrawal, or transfer Account Value between the Investment
Options. State premium taxes also may be deducted.

ANNUITY OWNER TRANSACTION EXPENSES

CONTINGENT DEFERRED SALES CHARGE/1/

X SERIES

Age of Purchase Payment being Percentage Applied Against Purchase
withdrawn Payment being Withdrawn
--------------------------------------- --------------------------------------

[TO BE FILED BY AMENDMENT]

L SERIES

Age of Purchase Payment being Percentage Applied Against Purchase
withdrawn Payment being Withdrawn
--------------------------------------- --------------------------------------

[TO BE FILED BY AMENDMENT]

B SERIES

Age of Purchase Payment being Percentage Applied Against Purchase
withdrawn Payment being Withdrawn
--------------------------------------- --------------------------------------

[TO BE FILED BY AMENDMENT]

C SERIES

[TO BE FILED BY AMENDMENT]

1 The years referenced in the above CDSC tables refer to the length of time
since a Purchase Payment was made (i.e., the age of the Purchase Payment).
Contingent Deferred Sales Charges are applied against the Purchase
Payment(s) being withdrawn. Thus, the appropriate percentage is multiplied
by the Purchase Payment(s) being withdrawn to determine the amount of the
CDSC. For example, if

[TO BE FILED BY AMENDMENT]

FEE/CHARGE X SERIES L SERIES B SERIES C SERIES
----------------------- --------- --------- --------- ----------
Transfer Fee/1/ $10 $10 $10 $10
Tax Charge (current)/2/ 0% to 3.5% 0% to 3.5% 0% to 3.5% 0% to 3.5%

1 Currently, we deduct the fee after the 20th transfer each Annuity Year.

2 Currently, we only deduct the tax charge upon annuitization in certain
states. We reserve the right to deduct the charge either at the time the
tax is imposed, upon a full surrender of the Annuity, or upon
annuitization.

The following table provides a summary of the periodic fees and charges you will
pay while you own your Annuity, excluding the underlying portfolio annual
expenses. These fees and charges are described in more detail within this
prospectus.

PERIODIC FEES AND CHARGES

FEE/CHARGE X SERIES L SERIES B SERIES C SERIES
Annual Maintenance [TO BE FILED BY [TO BE FILED BY [TO BE FILED BY [TO BE FILED BY
Fee/1/,/3/ AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

ANNUALIZED FEES/CHARGES
(assessed as a percentage of the daily net assets of the Sub-accounts)

FEE/CHARGE X SERIES L SERIES B SERIES C SERIES
Mortality & Expense [TO BE FILED BY [TO BE FILED BY [TO BE FILED BY [TO BE FILED BY
Risk Charge AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]
Administration Charge 0.15% 0.15% 0.15% 0.15%

Total Annualized [TO BE FILED BY [TO BE FILED BY [TO BE FILED BY [TO BE FILED BY
Insurance Charge/2/,/3/ AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

(1) Assessed annually on the Annuity's anniversary date or upon surrender (but
not medically-related surrenders). Only applicable if the sum of the
Purchase Payments at the time the fee is due is less than $100,000. Fee may
differ in certain states.

(2) The Insurance Charge is the combination of Mortality & Expense Risk Charge
and the Administration Charge.

(3) For beneficiaries who elect the Beneficiary Continuation Option, the Annual
Maintenance Fee is the lesser of $30 or 2% of Unadjusted Account Value and
is only applicable if Unadjusted Account Value is less than $25,000 at the
time the fee is assessed. For Beneficiaries who elect the Beneficiary
Continuation Option, the Mortality and Expense and Administration Charges
do not apply. However, a Settlement Service Charge equal to 1.00% is
assessed as a percentage of the daily net assets of the Sub-accounts as an
annual charge.

The following table sets forth the charge for each optional benefit under the
Annuity. These fees would be in addition to the periodic fees and transaction
fees set forth in the tables above.

YOUR OPTIONAL BENEFIT FEES AND CHARGES

TOTAL TOTAL TOTAL TOTAL
ANNUALIZED ANNUALIZED ANNUALIZED ANNUALIZED ANNUALIZED
OPTIONAL BENEFIT CHARGE/2/ CHARGE/2/ CHARGE/2/ CHARGE/2/
OPTIONAL BENEFIT FEE/CHARGE [1] for X SERIES for L SERIES for B SERIES for C SERIES
----------------- ------------------ ------------ ------------ ------------ ------------

HIGHEST DAILY
LIFETIME 6 PLUS
Maximum Charge3 1.50% greater of [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
Unadjusted Account BY BY BY BY
Value and PWV AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

Current Charge 0.85% greater of
Unadjusted Account
Value and PWV

HIGHEST DAILY
LIFETIME 6 PLUS
with LIFETIME
INCOME
ACCELERATOR

Maximum Charge/3/ 2.00% greater of [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
Unadjusted Account BY BY BY BY
Value and PWV AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

Current Charge 1.20% greater of
Unadjusted Account
Value and PWV

SPOUSAL HIGHEST
DAILY LIFETIME
6 PLUS
Maximum Charge/3/ 1.50% greater of [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
Unadjusted Account BY BY BY BY
Value and PWV AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

Current Charge 0.95% greater of
Unadjusted Account
Value and PWV

GUARANTEED
RETURN OPTION
PLUS II (GRO PLUS
II)
Charge/4/ 0.60% [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
BY BY BY BY
AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

HIGHEST DAILY
GUARANTEED
RETURN OPTION II
(HD GRO II)
Charge/4/ 0.60% [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
BY BY BY BY
AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

HIGHEST
ANNIVERSARY
VALUE DEATH

BENEFIT ("HAV")
Charge/4/ 0.40% [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
BY BY BY BY
AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

COMBINATION 5%
ROLL-UP AND HAV
DEATH BENEFIT
Charge/4/ 0.80% [TO BE FILED [TO BE FILED [TO BE FILED [TO BE FILED
BY BY BY BY
AMENDMENT] AMENDMENT] AMENDMENT] AMENDMENT]

(1) The charge for each of Highest Daily Lifetime 6 Plus, Highest Daily
Lifetime 6 Plus with LIA, and Spousal Highest Daily Lifetime 6 Plus is
assessed against the greater of Unadjusted Account Value and the PWV. The
charge for each of GRO Plus II, Highest Daily GRO II, Highest Anniversary
Value Death Benefit, and Combination 5% Roll-Up and HAV Death Benefit is
assessed as a percentage of the average daily net assets of the
Sub-accounts.

(2) HOW THE OPTIONAL BENEFIT FEES AND CHARGES ARE DETERMINED

For Highest Daily Lifetime 6 Plus, Highest Daily Lifetime 6 Plus with LIA, and
Spousal Highest Daily Lifetime 6 Plus: The charge is taken out of the
Sub-accounts. For B Series, in all Annuity Years, the optional benefit charge
is in addition to the [to be filed by amendment] annualized charge of amounts
invested in the Sub-accounts. For each of the L Series, X Series, and C Series
the annualized charge for the base Annuity drops after Annuity Year 9 as
described below:

Highest Daily Lifetime 6 Plus: 0.85% optional benefit charge is in addition to
[TO BE FILED BY AMENDMENT] annualized charge of amounts invested in the
Sub-accounts for base Annuity after year 9.

Highest Daily Lifetime 6 Plus with LIA: 1.20% optional benefit charge is in
addition to [to be filed by amendment] annualized charge of amounts
invested in the Sub-accounts for base Annuity after year 9.

Spousal Highest Daily Lifetime 6 Plus: 0.95% optional benefit charge is in
addition to [to be filed by amendment] annualized charge of amounts
invested in the Sub-accounts for base Annuity after year 9.

For GRO Plus II and Highest Daily GRO II: For B Series, the optional
benefit charge plus base Annuity charge is [to be filed by amendment] in
all Annuity Years. In the case of L Series, X Series, and C Series, the
optional benefit charge plus base Annuity charge drops to [to be filed by
amendment] after the 9th Annuity Year.

Highest Anniversary Value Death Benefit: For B Series, [to be filed by
amendment] total charge applies in all Annuity Years. In the case of the L
Series, X Series, and C Series, the optional benefit charge plus base
Annuity charge drops to [to be filed by amendment] after the 9th Annuity
Year.

Combination 5% Roll-Up and HAV Death Benefit. For B Series, [to be filed by
amendment] total charge applies in all Annuity Years. In the case of the L
Series, X Series, and C Series, total charge drops to [to be filed by
amendment] after the 9th Annuity Year.

(3) We reserve the right to increase the charge to the maximum charge
indicated, upon any step-up under the benefit. We also reserve the right to
increase the charge if you elect or re-add the benefit post-issue.

(4) Because there is no higher charge to which we could increase the current
charge, the current charge and maximum charge are one and the same. Thus,
so long as you retain the benefit, we cannot increase your charge for the
benefit.

The following table provides the range (minimum and maximum) of the total annual
expenses for the underlying mutual funds ("portfolios") as of December 31, 2008.
Each figure is stated as a percentage of the underlying portfolio's average
daily net assets.

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES

MINIMUM MAXIMUM
Total Portfolio Operating Expense 0.62% 2.04%

The following are the total annual expenses for each underlying portfolio as of
December 31, 2008, except as noted. The "Total Annual Portfolio Operating
Expenses" reflect the combination of the underlying portfolio's investment
management fee, other expenses, and any 12b-1 fees. Each figure is stated as a
percentage of the underlying portfolio's average daily net assets. There is no
guarantee that actual expenses will be the same as those shown in the table. For
certain of the underlying portfolios, a portion of the management fee has been
waived and/or other expenses have been partially reimbursed. The existence of
any such fee waivers and/or reimbursements have been reflected in the footnotes.
The following expenses are deducted by the portfolio before it provides Pruco
Life with the daily net asset value. The portfolio information was provided by
the portfolios and has not been independently verified by us. See the
prospectuses and or statements of additional information of the portfolios for
further details.

Acquired Total
Portfolio Annual
UNDERLYING PORTFOLIO Management Other (12b-1) Fees & Portfolio
Advanced Series Trust/1,2,3/ Fee Expenses Fee Expenses Expenses
---------------------------------------------- ---------- -------- ------- --------- ---------

AST Academic Strategies Asset Allocation/4/ 0.72% 0.08% 0.00% 0.74% 1.54%
AST Advanced Strategies 0.85% 0.22% 0.00% 0.02% 1.09%
AST AllianceBernstein Core Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST AllianceBernstein Growth & Income 0.75% 0.13% 0.00% 0.00% 0.88%
AST American Century Income & Growth/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Balanced Asset Allocation 0.15% 0.02% 0.00% 0.93% 1.10%
AST Bond Portfolio 2017 /6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Bond Portfolio 2018 /6/ 0.64% 0.35% 0.00% 0.00% 0.99%
AST Bond Portfolio 2019 /6/ 0.64% 0.47% 0.00% 0.00% 1.11%
AST Bond Portfolio 2020 /6/ 0.65% 1.02% 0.00% 0.00% 1.67%
AST Bond Portfolio 2021 /6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Capital Growth Asset Allocation 0.15% 0.01% 0.00% 0.96% 1.12%
AST CLS Growth Asset Allocation/7/ 0.30% 0.20% 0.00% 0.95% 1.45%
AST CLS Moderate Asset Allocation/7/ 0.30% 0.16% 0.00% 0.93% 1.39%
AST Cohen & Steers Realty Portfolio/5/ 1.00% 0.17% 0.00% 0.00% 1.17%
AST DeAM Large-Cap Value 0.85% 0.15% 0.00% 0.00% 1.00%
AST Federated Aggressive Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST First Trust Balanced Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST First Trust Capital Appreciation Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST Global Real Estate 1.00% 0.27% 0.00% 0.00% 1.27%
AST Goldman Sachs Concentrated Growth 0.90% 0.14% 0.00% 0.00% 1.04%
AST Goldman Sachs Mid-Cap Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST Goldman Sachs Small-Cap Value 0.95% 0.22% 0.00% 0.00% 1.17%
AST High Yield/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Horizon Growth Asset Allocation/8/ 0.30% 0.35% 0.00% 0.93% 1.58%
AST Horizon Moderate Asset Allocation/8/ 0.30% 0.28% 0.00% 0.87% 1.45%
AST International Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST International Value 1.00% 0.18% 0.00% 0.00% 1.18%

AST Investment Grade Bond/6/ 0.64% 0.13% 0.00% 0.00% 0.77%
AST Jennison Large-Cap Growth 0.90% 0.20% 0.00% 0.00% 1.10%
AST Jennison Large-Cap Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST JPMorgan International Equity/5/ 0.89% 0.20% 0.00% 0.00% 1.09%
AST Large-Cap Value/5/ 0.75% 0.12% 0.00% 0.00% 0.87%
AST Lord Abbett Bond-Debenture 0.80% 0.17% 0.00% 0.00% 0.97%
AST Marsico Capital Growth 0.90% 0.13% 0.00% 0.00% 1.03%
AST MFS Global Equity 1.00% 0.32% 0.00% 0.00% 1.32%
AST MFS Growth 0.90% 0.15% 0.00% 0.00% 1.05%
AST Mid-Cap Value 0.95% 0.19% 0.00% 0.00% 1.14%
AST Money Market 0.50% 0.12% 0.00% 0.00% 0.62%
AST Neuberger Berman / LSV Mid-Cap Value 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Mid-Cap Growth/5/ 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Small-Cap Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST Niemann Capital Growth Asset Allocation/8/ 0.30% 0.29% 0.00% 0.87% 1.46%
AST Paramentric Emerging Markets Equity 1.10% 0.53% 0.00% 0.00% 1.63%
AST PIMCO Limited Maturity Bond 0.65% 0.15% 0.00% 0.00% 0.80%
AST PIMCO Total Return Bond 0.65% 0.13% 0.00% 0.00% 0.78%
AST Preservation Asset Allocation 0.15% 0.02% 0.00% 0.87% 1.04%
AST QMA US Equity/9/ 1.00% 0.57% 0.00% 0.00% 1.57%
AST Schroders Multi-Asset World Strategies 1.10% 0.35% 0.00% 0.00% 1.45%
AST Small-Cap Growth 0.90% 0.22% 0.00% 0.00% 1.12%
AST Small-Cap Value 0.90% 0.18% 0.00% 0.00% 1.08%
AST T. Rowe Price Asset Allocation 0.85% 0.15% 0.00% 0.00% 1.00%
AST T. Rowe Price Global Bond 0.80% 0.19% 0.00% 0.00% 0.99%
AST T. Rowe Price Large-Cap Growth 0.88% 0.13% 0.00% 0.00% 1.01%
AST T. Rowe Price Natural Resources Portfolio 0.90% 0.14% 0.00% 0.00% 1.04%
AST UBS Dynamic Alpha 1.00% 0.16% 0.00% 0.00% 1.16%
AST Western Asset Core Plus Bond 0.70% 0.14% 0.00% 0.00% 0.84%

Franklin Templeton Variable Insurance Products Trust/10/

Franklin Templeton VIP Founding Funds
Allocation Funds 0.00% 0.13% 0.00% 0.65% 0.78%

1 Advanced Series Trust: Shares of the Portfolios are generally purchased
through variable insurance products. The Advanced Series Trust (the
"Trust") has entered into arrangements with the issuers of the variable
insurance products offering the Portfolios under which the Trust
compensates the issuers 0.10% for providing ongoing services to portfolio
shareholders in lieu of the Trust providing such services directly to
shareholders. Amounts paid under these arrangements are included in "Other
Expenses." Subject to the expense limitations set forth below, for each
portfolio of the Trust (except as noted below), Prudential Investments LLC
and AST Investment Services, Inc. have agreed to voluntarily waive a
portion of the 0.10% administrative services fee, based on the average
daily net assets of each portfolio of the Trust, as set forth in the table
below.

Average Daily Net Asset of Portfolio Rate Fee Including Waiver
------------------------------------------------- -------------------------
Up to and including $500 million 0.10% (no waiver)
Over 500 million up to and including $750 million 0.09%
Over $750 million up to and including $1 billion 0.08%
Over $1 billion 0.07%

The administrative services fee is not waived in the case of the Dynamic
Asset Allocation Portfolios and the Tactical Asset Allocation Portfolios.
The Dynamic Asset Allocation Portfolios are AST Balanced Asset Allocation,
AST Capital Growth Asset Allocation, and AST Preservation Asset Allocation.
The Tactical Asset Allocation Portfolios are AST CLS Growth Asset
Allocation, AST CLS Moderate Asset Allocation, AST Horizon Growth Asset
Allocation, AST Horizon Moderate Asset Allocation, and AST Niemann Capital
Growth Asset Allocation.

The Dynamic Asset Allocation Portfolios and the Tactical Asset Allocation
Portfolios are "fund of funds" which means each of these portfolios invests
primarily or exclusively in one or more mutual funds, referred to here as
"Underlying Portfolios". A portfolio will not be directly subject to the
administrative services fee to the extent it invests in Underlying
Portfolios. Because the Dynamic Asset Allocation Portfolios generally
invest all of their assets in Underlying Portfolios, the Dynamic Asset
Allocation Portfolios generally will not be directly subject to the
administrative services fee. Because the Tactical Asset Allocation
Portfolios generally invest at least 90% of their assets in Underlying
Portfolios, only 10% of their assets generally will be directly subject to
the administrative services fee. Because the AST Academic Strategies Asset
Allocation Portfolio generally invests approximately 65% of its assets in
Underlying Portfolios, only 35% of its assets generally will be directly
subject to the administrative services fee. The AST Academic Strategies
Portfolio is not directly subject to the administrative services fee to the
extent it invests in any other Trust portfolio. In determining the
administrative services fee, only assets of a Tactical Asset Allocation
Portfolio and the AST Academic Strategies Asset Allocation Portfolio that
are not invested in Underlying Portfolios will be counted as average daily
net assets of the relevant portfolio for purposes of the above-referenced
breakpoints. This will result in a portfolio paying higher administrative
services fees than if all of the assets of the portfolio were counted for
purposes of computing the relevant administrative services fee breakpoints.
The underlying portfolios in which the Dynamic Asset Allocation Portfolios.
Tactical Asset Allocation Portfolios, and AST Academic Strategies Asset
Allocation Portfolio invest, however, will be subject to the administrative
services fee.

2 Some of the portfolios invest in other investment companies (the "Acquired
Portfolios"). For example, each Dynamic and Tactical Asset Allocation
Portfolio invests in shares of other portfolios of the Trust. Investors in
a portfolio indirectly bear the fees and expenses of the Acquired
Portfolios. The expenses shown under "Acquired Portfolio Fees and Expenses"
represent a weighted average of the expense ratios of the Acquired
Portfolios in which each portfolio invested during the year ended December
31, 2008. The Dynamic Asset Allocation Portfolios and AST Focus Four Plus
Portfolio do not pay any transaction fees when purchasing or redeeming
shares of the Acquired Portfolios. When a portfolio's "Acquired Portfolio
Fees and Expenses" are less that 0.01%, such expenses are included in the
column titled "Other Expenses." This may cause the Total Annual Portfolio
Operating Expenses to differ from those set forth in the Financial
Highlights tables of such portfolios in the prospectus for the Trust.

3 The management fee rate shown in the "management fees" column is based on
the indicated portfolio's average daily net assets as of the fiscal year
ended December 31, 2008, except that the fee rate shown does not reflect
the impact of any contractual or voluntary management fee waivers that may
be applicable and which would result in a reduction in the fee rate paid by
the portfolio. The management fee rate for certain portfolios may include
"breakpoints" which are reduced fee rates that are applicable at specified
levels of portfolio assets; the effective fee rates shown in the table
reflect and incorporate any fee "breakpoints" which may be applicable.

4 Academic Strategies Asset Allocation Portfolio: The only investment
management fee to be paid directly to the Investment Managers by the
Academic Strategies Asset Allocation Portfolio will be the portfolio's
annualized contractual investment management fee of 0.72% of its average
daily net assets. Since the Academic Strategies Asset Allocation Portfolio
is expected to invest approximately 65% of its assets in portfolios of the
Trust (referred to here as "Underlying Trust Funds") under normal
circumstances, the Academic Strategies Asset Allocation Portfolio will also
indirectly pay investment management fees on its investments in the
Underlying Trust Funds. To the extent that the other Asset Allocation
Portfolios invest their assets in Underlying Trust Funds, such Asset
Allocation Portfolios will also indirectly pay investment management fees
on its investments in the Underlying Trust Funds.

The Academic Strategies Asset Allocation Portfolio will not be directly
subject to the administrative services fee to the extent it invests in
Underlying Trust Funds. The Underlying Trust Funds in which the Academic
Strategies Asset Allocation Portfolio invests, however, will be subject to
the administrative services fee.

the period January 1, 2008 to July 20, 2008. As set forth above, under
normal conditions, the Academic Strategies Asset Allocation Portfolio
invests approximately 65% of its assets in Acquired Portfolios. The actual
annualized "Acquired Portfolio Fees and Expenses" for the Academic
Strategies Asset Allocation Portfolio were 0.735% for the period July 21,
2008 to December 31, 2008. The Investment Managers have voluntarily agreed
to reimburse expenses and/or waive fees so that the Academic Strategies
Asset Allocation Portfolio's "Acquired Portfolio Fees and Expenses" on an
annualized basis do not exceed 0.685% of the Academic Strategies Asset
Allocation Portfolio's average daily net assets based on the daily
calculation described below. This arrangement will be monitored and applied
daily based upon the Academic Strategies Asset Allocation Portfolio's then
current holdings of Acquired Portfolios and the expense ratios of the
relevant Acquired Portfolios as of their most recent fiscal year end.
Because the expense ratios of the relevant Acquired Portfolios will change
over time and may be higher than the expense ratios as of their most recent
fiscal year end, it is possible that the Academic Strategies Asset
Allocation Portfolio's actual "Acquired Portfolio Fees and Expenses" may be
higher than 0.685% of the portfolio's average daily net assets on an
annualized basis. These arrangements relating to the portfolio's "Acquired
Portfolio Fees and Expenses" are voluntary and are subject to termination
or modification at any time without prior notice.

The Investment Managers have contractually agreed to reimburse expenses
and/or waive fees so that the Academic Strategies Asset Allocation
Portfolio's investment management fees plus "Other Expenses" (exclusive in
all cases of taxes, interest, brokerage commissions, distribution fees,
dividend and interest expense, if any, related to short sales, and
extraordinary expenses) do not exceed 0.80% of the portfolio's average
daily net assets during the Academic Strategies Asset Allocation
Portfolio's first year of operations (i.e., July 21, 2008 through July 20,
2009).

5 Effective as of July 1, 2008, Prudential Investments LLC and AST Investment
Services, Inc. have voluntarily agreed to waive a portion of their
management fee and/or limit expenses (expressed as a percentage of average
daily net assets) for certain portfolios of the Trust, as set forth in the
table below. These arrangements may be discontinued or otherwise modified
at any time.

Portfolio Fee Waiver and/or Expense Limitation
--------- ---------------------------------
AST Large-Cap Value 0.84%
AST Cohen & Steers Realty 0.97%
AST American Century Income & Growth 0.87%
AST High Yield 0.88%
AST Money Market 0.56%
AST JP Morgan International Equity 1.01%
AST Neuberger Berman Mid-Cap Growth 1.25%

6 The investment management fee rate for the AST Bond Portfolio 2017, the AST
Bond Portfolio 2021, the AST Bond Portfolio 2015, the AST Bond Portfolio
2016, the AST Bond Portfolio 2018, the AST Bond Portfolio 2019, the AST
Bond Portfolio 2020, and the AST Investment Grade Bond Portfolio (each, a
"Bond Portfolio" and collectively, the "Bond Portfolios") is subject to
certain contractual asset-based breakpoints. In the event the combined
average daily net assets of the Bond Portfolios do not exceed $500 million,
each Bond Portfolio's investment management fee rate will equal 0.65% of
its average daily net assets. In the event the combined average daily net
assets of the Bond Portfolios exceed $500 million, the portion of a Bond
Portfolio's assets to which the investment management fee rate of 0.65%
applies and the portion of a Bond Portfolio's assets to which the
investment management fee rate of 0.64% applies will be determined on a pro
rata basis. Such fee would be computed as follows.

[0.65% x ($500 million x Individual Bond Portfolio Assets /
Combined Bond Portfolio Assets)] +

[0.64% x (Combined Bond Portfolio Assets - $500 million) x
Individual Bond Portfolio Assets / Combined Bond Portfolio Assets]

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates of
Other Expenses are based on an assumed average daily net asset level of $50
million for those Portfolios during the fiscal year ending December 31,2010. As
used in connection with each Bond Portfolio, "other expenses" includes expenses
for accounting and valuation services, custodian fees, audit and legal fees,
transfer agency fees, fees paid to non-interested Trustees, and certain other
miscellaneous items. Each Bond Portfolio also will pay participating insurance
companies an administrative services fee of 0.10% of its average daily net
assets on an annualized basis, subject to certain voluntary asset-based
breakpoints. Such administrative fee will compensate participating insurance
companies for providing certain services to beneficial shareholders in lieu of
the Trust, including the printing and mailing of fund prospectuses and
shareholder reports.

to waive a portion of their investment management fees and/or reimburse certain
expenses for each Bond Portfolio so that each Bond Portfolio's investment
management fees plus other expenses (exclusive in all cases of taxes, interest,
brokerage commissions, distribution fees, acquired fund fees and expenses, and
extraordinary expenses) do not exceed 1.00% of each Bond Portfolio's average
daily net assets for the fiscal year ending December 31, 2010.

7 Prudential Investments LLC and AST Investment Services, Inc. have
voluntarily agreed to waive a portion of their investment management fees
and/or reimburse certain expenses for each of the AST CLS Growth Asset
Allocation Portfolio and the AST CLS Moderate Asset Allocation Portfolio so
that each Asset Allocation Portfolio's investment management fees plus
other expenses (exclusive in all cases of taxes, interest, brokerage
commissions, distribution fees, dividend and interest expense, if any,
related to short sales, extraordinary expenses, and Underlying Portfolio
fees and expenses) do not exceed 0.40% of such Asset Allocation Portfolio's
average daily net assets to $100 million; 0.35% of such Asset Allocation
Portfolio's average daily net assets from $100 million to $200 million; and
0.30% of such Asset Allocation Portfolio's average daily net assets over
$200 million.

8 The Investment Managers also have voluntarily agreed to waive a portion of
their investment management fees and/or reimburse certain expenses for each
of the AST Horizon Growth Asset Allocation Portfolio, the AST Horizon
Moderate Asset Allocation Portfolio, and the AST Niemann Capital Growth
Asset Allocation Portfolio so that each Asset Allocation Portfolio's
investment management fees plus other expenses (exclusive in all cases of
taxes, interest, brokerage commissions, distribution fees, dividend and
interest expense, if any, related to short sales, extraordinary expenses,
and Underlying Portfolio fees and expenses) do not exceed 0.40% of such
Asset Allocation Portfolio's average daily net assets to $250 million;
0.35% of such Asset Allocation Portfolio's average daily net assets from
$250 million to $750 million; and 0.30% of such Asset Allocation
Portfolio's average daily net assets over $750 million. All of these
arrangements are voluntary and may be discontinued or otherwise modified by
the Investment Managers at any time without prior notice.

9 With respect to the AST QMA US Equity Alpha Portfolio, "Other Expenses"
includes dividend expenses on short sales and interest expenses on short
sales.

10 The manager has agreed in advance to reduce its fee from assets invested by
the Fund in a Franklin Templeton money market fund (the Sweep Money Fund
which is the acquired fund in this case) to the extent of the Fund's fees
and expenses of the acquired fund. This reduction is required by the
Trust's board of trustees and an exemptive order by the Securities and
Exchange Commission; this arrangement will continue as long as the
exemptive order is relied upon.

EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in one
Pruco Life Annuity with the cost of investing in other Pruco Life Annuities
and/or other variable annuities. Below are examples for each Annuity showing
what you would pay in expenses at the end of the stated time periods had you
invested $10,000 in the Annuity and your investment has a 5% return each year.
The examples reflect the following fees and charges for each Annuity as
described in "Summary of Contract Fees and Charges."

. Insurance Charge

. Contingent Deferred Sales Charge (when and if applicable)

. Annual Maintenance Fee

. Optional benefit fees, as described below

The examples also assume the following for the period shown:

. You allocate all of your Account Value to the Sub-account with the
maximum gross total operating expenses for 2008, and those expenses
remain the same each year*

. For each charge, we deduct the maximum charge rather than the current
charge

. You make no withdrawals of Account Value

. You make no transfers, or other transactions for which we charge a fee

. No tax charge applies

. You elect the Spousal Highest Daily Lifetime 6 Plus Income Benefit and
the Combination 5% Roll-Up and HAV Death Benefit (which is the maximum
combination of optional benefit charges)

. For the X Series example, no Purchase Credit is granted under the
Annuity. If Purchase Credits were reflected in the calculations,
expenses would be higher, because the charges would have been applied
to a larger Account Value.

Amounts shown in the examples are rounded to the nearest dollar.

* Note: Not all Portfolios offered as Sub-accounts may be available depending
on optional benefit selection, the applicable jurisdiction and selling
firm.

THE EXAMPLES ARE ILLUSTRATIVE ONLY. THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING PORTFOLIOS. ACTUAL
EXPENSES WILL BE LESS THAN THOSE SHOWN DEPENDING UPON WHICH OPTIONAL BENEFIT YOU
ELECT OTHER THAN INDICATED IN THE EXAMPLES OR IF YOU ALLOCATE ACCOUNT VALUE TO
ANY OTHER AVAILABLE SUB-ACCOUNTS.

Expense Examples are provided as follows: [TO BE FILED IN PRE-EFFECTIVE
AMENDMENT]

If you surrender your Annuity at the end of the applicable time period:

1 yr 3 yrs 5 yrs 10 yrs
X Series
L Series
B Series
C Series

If you do not surrender your Annuity, or if you annuitize your Annuity:

1 yr 3 yrs 5 yrs 10 yrs
X Series
L Series
B Series
C Series

SUMMARY

This Summary describes key features of the Annuities offered in this prospectus.
It is intended to give you an overview, and to point you to sections of the
prospectus that provide greater detail. You should not rely on the Summary alone
for all the information you need to know before purchasing an Annuity. You
should read the entire prospectus for a complete description of the Annuities.
Your financial professional can also help you if you have questions.

The Annuity: The variable annuity contract issued by Pruco Life is a contract
between you, the owner, and Pruco Life, an insurance company. It is designed for
retirement purposes, or other long-term investing, to help you save money for
retirement, on a tax deferred basis, and provide income during your retirement.

The Annuity offers various investment portfolios. With the help of your
financial professional, you choose how to invest your money within your Annuity.
Investing in a variable annuity involves risk and you can lose your money. On
the other hand, investing in a variable annuity can provide you with the
opportunity to grow your money through participation in "underlying" mutual
funds.

This prospectus describes four different Annuities. The Annuities differ
primarily in the fees and charges deducted and whether the Annuity provides
Purchase Credits in certain circumstances. With the help of your financial
professional, you choose the Annuity based on your time horizon, liquidity
needs, and desire for Purchase Credits.

Please see Appendix B "Selecting the Variable Annuity That's Right For You," for
a side-by-side comparison of the key features of each of these Annuities.

Purchase: Your eligibility to purchase is based on your age and the amount of
your initial Purchase Payment. See your financial professional to complete an
application.

Maximum Age for Minimum Initial
Annuity Initial Purchase Purchase Payment
------- ---------------- -------------
B Series 85 $ 1,000
X Series 80 $10,000
L Series 85 $10,000
C Series 85 $10,000

The "Maximum Age for Initial Purchase" applies to the oldest Owner as of the day
we would issue the Annuity. If the Annuity is to be owned by an entity, the
maximum age applies to the Annuitant as of the day we would issue the Annuity.
For Annuities purchased as a Beneficiary Annuity, the maximum issue age is 70
and applies to the Key Life.

After you purchase your Annuity, you will have a limited period of time during
which you may cancel (or "Free Look") the purchase of your Annuity. Your request
for a Free Look must be received in Good Order.

Please see "What Are the Requirements for Purchasing One of the Annuities" for
more detail.

Investment Options: You may choose from a variety of variable Investment Options
ranging from conservative to aggressive. Certain optional benefits may limit
your ability to invest in the variable Investment Options otherwise available to
you under the Annuity. Each of the underlying mutual funds is described in its
own prospectus, which you should read before investing. There is no assurance
that any variable Investment Option will meet its investment objective.

You may also allocate money to an MVA Option that earns interest for a specific
time period. In general, if you withdraw your money from this option more than
30 days prior to the end of the "guarantee period", you will be subject to a
"market value adjustment", which can either increase or decrease your Account
Value. We also offer a DCA program under which your money is transferred monthly
from a DCA MVA Option to the other Investment Options you have designated.
Premature withdrawals from the DCA MVA Option may also be subject to a market
value adjustment.

We also offer other programs to help discipline your investing, such as dollar
cost averaging or automatic rebalancing.

Please see "Investment Options," and "Managing Your Account Value" for
information.

Access to Your Money: You can receive income by taking withdrawals or electing
annuity payments. Please note that withdrawals may be subject to tax, and may be
subject to a contingent deferred sales charge (discussed below). You may
withdraw up to 10% of your investment each year without being subject to a
contingent deferred sales charge.

You may elect to receive income through annuity payments over your lifetime,
also called "annuitization". If you elect to receive annuity payments, you
convert your Account Value into a stream of future payments. This means in most
cases you no longer have an Account Value and therefore cannot make withdrawals.
We offer different types of annuity options to meet your needs.

Please see "Access to Account Value" and "Annuity Options" for more information.

Optional Living Benefits

Guaranteed Lifetime Withdrawal Benefits. We offer optional living benefits, for
an additional charge, that guarantee your ability to take withdrawals for life
as a percentage of "protected withdrawal value", even if your Account Value
falls to zero. If you withdraw more than the allowable amount during any year
(referred to "Excess Income"), your future level of guaranteed withdrawals
decreases.

These benefits are:
Highest Daily Lifetime(sm) 6 Plus
Highest Daily Lifetime(sm) 6 Plus with Lifetime Income Accelerator
Spousal Highest Daily Lifetime(sm) 6 Plus

As part of these benefits you may invest only certain permitted Investment
Options. These benefits utilize a predetermined mathematical formula to help
manage your guarantee through all market cycles. Please see the applicable
optional benefits section as well as the Appendices to this prospectus for more
information on the formula.

Guaranteed Minimum Accumulation Benefits. We offer two optional benefits, for an
additional charge, that guarantee your Account Value to a certain level after a
stated period of years. As part of these benefits you may invest only certain
permitted Investment Options. These benefits utilize a predetermined
mathematical formula to help manage your guarantee through all market cycles.
Please see the applicable optional benefits section as well as the Appendices to
this prospectus for more information on the formula.

These benefits are:
Guaranteed Return Option Plus(sm) II
Highest Daily Guaranteed Return Option(sm) II

Please see "Living Benefits" for more information.

Death Benefits: You may name a beneficiary to receive the proceeds of your
Annuity upon your death. Your death benefit must be distributed within the time
period required by the tax laws. Each of our Annuities offers a basic death
benefit. We also offer the following optional death benefits, for an additional
charge:

Combination 5% Roll-up and Highest Anniversary Value Death Benefit
Highest Anniversary Value Death Benefit

Each optional death benefit has certain age and investment restrictions. Please
see "Death Benefits" for more information.

Purchase Credits: We apply a "Purchase Credit" to your Annuity's Account Value
with respect to certain Purchase Payments you make under the X Series Annuity.
The Purchase Credit is equal to a percentage of each Purchase Payment. The
amount of the Purchase Credit depends on your age at the time the Purchase
Payment is made and the number of years that the Annuity has been in force.
Because the X Series Annuity grants Purchase Credits with respect to your
Purchase Payments, the expenses of the X Series Annuity may be higher than
expenses for an Annuity without a Purchase Credit. In addition, the amount of
the Purchase Credits that you receive under the X Series Annuity may be more
than offset by the additional fees and charges associated with the Purchase
Credit

Fees and Charges: Each Annuity, and the optional living benefits and optional
death benefits, are subject to certain fees and charges, as discussed in the
"Summary of Contract Fees and Charges" table in the prospectus. In addition,
there are fees and expenses of the underlying Portfolios.

What does it mean that my Annuity is "tax-deferred"? Variable annuities are "tax
deferred", meaning you pay no taxes on any earnings from your Annuity until you
withdraw the money. You may also transfer among your Investment Options without
paying a tax at the time of the transfer. When you take your money out of the
Annuity, however, you will be taxed on the earnings at ordinary income tax
rates. If you withdraw money before you reach age 59 1/2, you also may be
subject to a 10% federal tax penalty.

You may also purchase one of our Annuities as a tax-qualified retirement
investment such as an IRA, SEP-IRA, Roth IRA, 401(a) plan, or non-ERISA 403(b)
plan. Although there is no additional tax advantage to a variable annuity
purchased through one of these plans, the Annuity has features and benefits
other than tax deferral that make it an important investment for a qualified
plan. You should consult your tax advisor regarding these features and benefits
prior to purchasing a contract for use with a tax-qualified plan.

Other Information: Please see the section entitled "General Information" for
more information about our Annuities, including legal information about Pruco
Life, the separate account, and underlying funds.

INVESTMENT OPTIONS

The Investment Options under each Annuity consist of the Sub-accounts and the
MVA Options. Each Sub-account invests in an underlying portfolio whose share
price generally fluctuates each Valuation Day. The portfolios that you select,
among those that are available, are your choice -- we do not provide investment
advice, nor do we recommend any particular portfolio. You bear the investment
risk for amounts allocated to the portfolios.

In contrast to the Sub-accounts, Account Value allocated to an MVA Option earns
a fixed rate of interest during the Guarantee Period. We guarantee both the
stated amount of interest and the principal amount of your Account Value in an
MVA Option, so long as you remain invested in the MVA Option for the duration of
the Guarantee Period. In general, if you withdraw Account Value prior to the end
of the MVA Option's Guarantee Period, you will be subject to a market value
adjustment or "MVA", which can be positive or negative.

As a condition of participating in the optional benefits, you may be prohibited
from investing in certain Sub-accounts or MVA Options. We describe those
restrictions below. In addition, the optional living benefits (e.g., Highest
Daily Lifetime 6 Plus) employ a pre-determined mathematical formula, under which
money is transferred between your chosen Sub-accounts and a bond portfolio
(e.g., the AST Investment Grade Bond Portfolio). You should be aware that the
operation of the formula could impact the expenses and performance of the
portfolios. Specifically, because transfers to and from the portfolios can be
frequent and the amount transferred can vary, the portfolios could experience
the following effects, among others: (a) they may be compelled to hold a larger
portion of assets in highly liquid securities than they otherwise would, which
could diminish performance if the highly liquid securities underperform other
securities (e.g., equities) that otherwise would have been held (b) they may
experience higher portfolio turnover, which generally will increase the
portfolios' expenses and (c) if they are compelled by the formula to sell
securities that are thinly-traded, such sales could have a significant impact on
the price of such securities. Please consult the prospectus for the applicable
portfolio for additional information about these effects.

In this section, we describe the portfolios. We then discuss the MVA Options.
Finally, we describe the investment restrictions that apply if you elect certain
optional benefits.

VARIABLE INVESTMENT OPTIONS

Each variable Investment Option is a Sub-account of the Pruco Life Flexible
Premium Variable Annuity Account (see "Pruco Life and the Separate Account" for
more detailed information). Each Sub-account invests exclusively in one
portfolio. You should carefully read the prospectus for any portfolio in which
you are interested. The Investment Objectives/Policies Chart below classifies
each of the portfolios based on our assessment of their investment style. The
chart also provides a description of each portfolio's investment objective (in
italics) and a short, summary description of their key policies to assist you in
determining which Portfolios may be of interest to you.

Not all portfolios offered as Sub-accounts may be available depending on
optional benefit selection. Thus, if you selected particular optional benefits,
you would be precluded from investing in certain portfolios and therefore would
not receive investment appreciation (or depreciation) affecting those
portfolios. Please see the Additional Information section, under the heading
concerning "Service Fees Payable to Pruco Life" for a discussion of fees that we
may receive from underlying mutual funds and/or their affiliates.

The portfolios are not publicly traded mutual funds. They are only available as
investment options in variable annuity contracts and variable life insurance
policies issued by insurance companies, or in some cases, to participants in
certain qualified retirement plans. However, some of the portfolios available as
Sub-accounts under the Annuities are managed by the same portfolio advisor or
sub-advisor as a retail mutual fund of the same or similar name that the
portfolio may have been modeled after at its inception. Certain retail mutual
funds may also have been modeled after a portfolio. While the investment
objective and policies of the retail mutual funds and the portfolios may be
substantially similar, the actual investments will differ to varying degrees.
Differences in the performance of the funds can be expected, and in some cases
could be substantial. You should not compare the performance of a publicly
traded mutual fund with the performance of any similarly named portfolio offered
as a Sub-account. Details about the investment objectives, policies, risks,
costs and management of the portfolios are found in the prospectuses for the
portfolios. The current prospectuses and statements of additional information
for the underlying portfolios can be obtained by calling 1-888-PRU-2888. Please
read the prospectus carefully before investing.

The name of the advisor/sub-advisor for each portfolio appears next to the
description. Those portfolios whose name includes the prefix "AST" are
portfolios of the Advanced Series Trust. The portfolios of the Advanced Series
Trust are co-managed by AST Investment Services, Inc. and Prudential Investments
LLC, both of which are affiliated companies of Pruco Life. However, a
sub-advisor, as noted below, is engaged to conduct day-to-day management.

STYLE/ PORTFOLIO ADVISOR/
PORTFOLIO NAME/INVESTMENT OBJECTIVES & POLICIES TYPE SUB-ADVISOR
-------------------------------------------------------------------------------- ------------- -------------------------------

ADVANCED SERIES TRUST

AST Academic Strategies Asset Allocation Portfolio (formerly known as AST AlphaSimplex Group, LLC; First
Balanced Asset Allocation Portfolio): seeks long term capital appreciation. The Quadrant L.P.; Jennison
portfolio is a multi-asset class fund that pursues both top-down asset Associates LLC; Mellon Capital
allocation strategies and bottom-up selection of securities, investment Asset Management Corporation;
managers, and mutual funds. Under normal circumstances, approximately 60% of the Allocation Pacific Investment Management
assets will be allocated to traditional asset classes (including US and Company LLC (PIMCO);
international equities and bonds) and approximately 40% of the assets will be Prudential Bache Asset
allocated to nontraditional asset classes (including real estate, commodities, Management, Incorporated;
and alternative strategies). Those percentages are subject to change at the Quantitative Management
discretion of the advisor. Associates LLC

AST Advanced Strategies Portfolio: seeks a high level of absolute return. The
portfolio invests in traditional and non-traditional investment strategies and LSV Asset Management; Marsico
by investing in domestic and foreign equity and fixed income securities, Capital Management, LLC;
derivative instruments in exchange traded funds. The asset allocation generally Asset Pacific Investment Management
provides for an allotment of 50% of the portfolio assets to a combination of Allocation Company LLC (PIMCO); T. Rowe
domestic and international equity strategies and the remainder in a combination Price Associates, Inc.;
of U.S. fixed income, hedged international bond and real return bonds. The William Blair & Company, LLC;
manager will allocate the assets of the portfolio across different investment Quantitative Management
categories and subadvisors. Associates LLC

AST AllianceBernstein Core Value Portfolio: seeks long-term capital growth by
investing primarily in common stocks. The subadviser expects that the majority
of the portfolio's assets will be invested in the common stocks of large
companies that appear to be undervalued. Among other things, the portfolio seeks
to identify compelling buying opportunities created when companies are Large Cap AllianceBernstein L.P.
undervalued on the basis of investor reactions to near-term problems or Value
circumstances even though their long-term prospects remain sound. The subadviser
seeks to identify individual companies with earnings growth potential that may
not be recognized by the market at large.

AST AllianceBernstein Growth & Income Portfolio: seeks long-term growth of
capital and income while attempting to avoid excessive fluctuations in market
value. The Portfolio normally will invest in common stocks (and securities Large Cap AllianceBernstein L.P.
convertible into common stocks). The subadviser will take a value-oriented Value
approach, in that it will try to keep the portfolio's assets invested in
securities that are selling at reasonable valuations in relation to their
fundamental business prospects.

AST American Century Income & Growth Portfolio: seeks capital growth with
current income as a secondary objective. The portfolio invests primarily in
common stocks that offer potential for capital growth, and may, consistent with
its investment objective, invest in stocks that offer potential for current Large Cap American Century Investment
income. The subadviser utilizes a quantitative management technique with a goal Value Management, Inc.
of building an equity portfolio that provides better returns than the S&P 500
Index without taking on significant additional risk and while attempting to
create a dividend yield that will be greater than the S&P 500 Index.

AST Balanced Asset Allocation Portfolio (formerly known as AST Conservative
Asset Allocation Portfolio): seeks to obtain total return consistent with its
specified level of risk.. The portfolio primarily invests its assets in a
diversified portfolio of other mutual funds, the underlying portfolios, of the
Advanced Series Trust and certain affiliated money market funds. Under normal
market conditions, the portfolio will devote approximately 60% of its net assets Asset Prudential Investments LLC;
to underlying portfolios investing primarily in equity securities (with a range Allocation Quantitative Management
of 52.5% to 67.5%, and 40% of its net assets to underlying portfolios investing Associates LLC
primarily in debt securities and money market instruments (with a range of 32.5%
to 47.5%). The portfolio is not limited to investing exclusively in shares of
the underlying portfolios and may invest in securities and futures contracts,
swap agreements and other financial and derivative instruments.

AST Bond Portfolio 2017 : seeks the highest potential total return consistent
with its specified level of risk tolerance to meet the parameters established to
support the GRO benefits and maintain liquidity to support changes in market Fixed Prudential Investment
conditions for a fixed maturity of 2017. Please note that you may not make Income Management, Inc.
Purchase Payments to, or transfer Account Value to or from, this portfolio, and
that this portfolio is available only with certain living benefits.

AST Bond Portfolio 2018: seeks the highest potential total return consistent
with its specified level of risk tolerance to meet the parameters established to
support the GRO benefits and maintain liquidity to support changes in market Fixed Prudential Investment
conditions for a fixed maturity of 2018. Please note that you may not make Income Management, Inc.
Purchase Payments to, or transfer Account Value to or from, this portfolio, and
that this portfolio is available only with certain living benefits.

AST Bond Portfolio 2019: seeks the highest potential total return consistent
with its specified level of risk tolerance to meet the parameters established to
support the GRO benefits and maintain liquidity to support changes in market Fixed Prudential Investment
conditions for a fixed maturity of 2019. Please note that you may not make Income Management, Inc.
Purchase Payments to, or transfer Account Value to or from, this portfolio, and
that this portfolio is available only with certain living benefits.

AST Bond Portfolio 2020: seeks the highest potential total return consistent
with its specified level of risk tolerance to meet the parameters established to
support the GRO benefits and maintain liquidity to support changes in market Fixed Prudential Investment
conditions for a fixed maturity of 2020. Please note that you may not make Income Management, Inc.
Purchase Payments to, or transfer Account Value to or from, this portfolio, and
that this portfolio is available only with certain living benefits.

AST Bond Portfolio 2021: seeks the highest potential total return consistent
with its specified level of risk tolerance to meet the parameters established to
support the GRO benefits and maintain liquidity to support changes in market Fixed Prudential Investment
conditions for a fixed maturity of 2021. Please note that you may not make Income Management, Inc.
Purchase Payments to, or transfer Account Value to or from, this portfolio, and
that this portfolio is available only with certain living benefits.

AST Capital Growth Asset Allocation Portfolio: seeks to obtain total return
consistent with its specified level of risk.. The portfolio primarily invests
its assets in a diversified portfolio of other mutual funds, the underlying
portfolios, of the Advanced Series Trust and certain affiliated money market
funds. Under normal market conditions, the portfolio will devote approximately Asset Prudential Investments LLC;
75% of its net assets to underlying portfolios investing primarily in equity Allocation Quantitative Management
securities (with a range of 67.5% to 80%), and 25% of its net assets to Associates LLC
underlying portfolios investing primarily in debt securities and money market
instruments (with a range of 20.0% to 32.5%). The portfolio is not limited to
investing exclusively in shares of the underlying portfolios and may invest in
securities and futures contracts, swap agreements and other financial and
derivative instruments.

AST CLS Growth Asset Allocation Portfolio: seeks the highest potential total
return consistent with its specified level of risk tolerance. Under normal
circumstances, at least 90% of the portfolio's assets will be invested in other
portfolios of Advanced Series Trust (the underlying portfolios) while no more
than 10% of the portfolio's assets may be invested in exchange traded funds Asset CLS Investments LLC
(ETFs). Under normal market conditions, the portfolio will devote from 60% to Allocation
80% of its net assets to underlying portfolios and ETFs investing primarily in
equity securities, and from 20% to 40% of its net assets to underlying
portfolios and ETFs investing primarily in debt securities and money market
instruments.

AST CLS Moderate Asset Allocation Portfolio: seeks the highest potential total
return consistent with its specified level of risk tolerance. Under normal
circumstances, at least 90% of the portfolio's assets will be invested in other
portfolios of Advanced Series Trust (the underlying portfolios) while no more
than 10% of the portfolio's assets may be invested in exchange traded funds Asset
(ETFs). Under normal market conditions, the portfolio will devote from 40% to Allocation CLS Investments LLC
60% of its net assets to underlying portfolios and ETFs investing primarily in
equity securities, and from 40% to 60% of its net assets to underlying
portfolios and ETFs investing primarily in debt securities and money market
instruments.

AST Cohen & Steers Realty Portfolio: seeks to maximize total return through
investment in real estate securities. The Portfolio pursues its investment
objective by investing, under normal circumstances, at least 80% of its net
assets in common stocks and other equity securities issued by real estate
companies, such as real estate investment trusts (REITs). Under normal Specialty Cohen & Steers Capital
circumstances, the portfolio will invest substantially all of its assets in the Management, Inc.
equity securities of real estate companies, i.e., a company that derives at
least 50% of its revenues from the ownership, construction, financing,
management or sale of real estate or that has at least 50% of its assets in real
estate. Real estate companies may include real estate investment trusts (REITs).

AST DeAM Large-Cap Value Portfolio: seeks maximum growth of capital by
investing primarily in the value stocks of larger companies. The portfolio
pursues its objective, under normal market conditions, by primarily investing
at least 80% of the value of its assets in the equity securities of
large-sized companies included in the Russell 1000(R) Value Index. The Large Cap Deutsche Investment
subadviser employs an investment strategy designed to maintain a portfolio of Value Management Americas, Inc.
equity securities which approximates the market risk of those stocks included
in the Russell 1000(R) Value Index, but which attempts to outperform the Russell
1000(R) Value Index through active stock selection.

AST Federated Aggressive Growth Portfolio: seeks capital growth. The portfolio
pursues its investment objective by investing primarily in the stocks of small Federated Equity Management
companies that are traded on national security exchanges, NASDAQ stock exchange Small Cap Company of Pennsylvania/
and the over-the-counter-market. Small companies will be defined as companies Growth Federated Global Investment
with market capitalizations similar to companies in the Russell 2000 Growth and Management Corp.; Federated
S&P 600 Small Cap Index. MDTA LLC

AST First Trust Balanced Target Portfolio: seeks long-term capital growth
balanced by current income. The portfolio seeks to achieve its objective by
investing approximately 65% in common stocks and approximately 35% in fixed
income securities. The portfolio allocates the equity portion of the portfolio
across five uniquely specialized strategies - The Dow(R) Target Dividend, the
Value Line(R) Target 25, the Global Dividend Target 15, the NYSE(R) Asset
International Target 25, and the Target Small Cap. Each strategy employs a Allocation First Trust Advisors L.P.
quantitative approach by screening common stocks for certain attributes and/or
using a multi-factor scoring system to select the common stocks. The fixed
income allocation is determined by the DOW Jones Income strategy which utilizes
certain screens to select bonds from the DOW Jones Corporate Bond Index or
like-bonds not in the index.

AST First Trust Capital Appreciation Target Portfolio: seeks long-term capital
growth. The portfolio seeks to achieve its objective by investing approximately
80%. In common stocks and approximately 20% in fixed income securities. The
portfolio allocates the equity portion of the portfolio across five. uniquely
specialized strategies - the Value Line(R) Target 25, the Global Dividend Target
15, the Target Small Cap, the Nasdaq(R) Target 15, and the NYSE(R) International Asset
Target 25. Each strategy employs a quantitative approach by screening common Allocation First Trust Advisors L.P.
stocks for certain attributes and/or using a multi-factor scoring system to
select the common stocks. The fixed income allocation is determined by the DOW
Jones Income strategy which utilizes certain screen to select bonds from the DOW
Jones Corporate Bond Index or like-bonds not in the index.

AST Global Real Estate Portfolio: seeks capital appreciation and income. The
portfolio will normally invest at least 80% of its liquid assets (net assets
plus any borrowing made for investment purposes) in equity-related securities of
real estate companies. The portfolio will invest in equity-related securities of SPECIALTY Prudential Real Estate
real estate companies. The portfolio may invest up to 15% of its net assets in Investors
ownership interests in commercial real estate through investments in private
real estate.

AST Goldman Sachs Concentrated Growth Portfolio: seeks long-term growth of
capital. The portfolio will pursue its objective by investing primarily in
equity securities of companies that the subadviser believes have the potential
to achieve capital appreciation over the long-term. The portfolio seeks to Large Cap Goldman Sachs Asset
achieve its investment objective by investing, under normal circumstances, in Growth Management, L.P.
approximately 30 - 45 companies that are considered by the subadviser to be
positioned for long-term growth.

AST Goldman Sachs Mid-Cap Growth Portfolio: seeks long-term capital growth.
The portfolio pursues its investment objective, by investing primarily in
equity securities selected for their growth potential, and normally invests at
least 80% of the value of its assets in medium-sized companies. Medium-sized Mid Cap Goldman Sachs Asset
companies are those whose market capitalizations (measured at the time of Growth Management, L.P.
investment) fall within the range of companies in the Russell Mid-cap Growth
Index. The subadviser seeks to identify individual companies with earnings
growth potential that may not be recognized by the market at large.

AST Goldman Sachs Small-Cap Value Portfolio: seeks long-term capital
appreciation. The portfolio will seek its objective through investments
primarily in equity securities that are believed to be undervalued in the
marketplace. The portfolio will invest, under normal circumstances, at least 80%
of the value of its assets plus any borrowings for investment purposes in small Small Cap Goldman Sachs Asset
capitalization companies. The 80% investment requirement applies at the time the Value Management, L.P.
Portfolio invests its assets. The portfolio generally defines small
capitalization companies as companies with market capitalizations that are
within the range of the Russell 2000 Value Index at the time of purchase.

AST High Yield Portfolio: seeks maximum total return, consistent with
preservation of capital and prudent investment management. The portfolio will
invest, under normal circumstances, at least 80% of its net assets plus any
borrowings for investment purposes (measured at time of purchase) in
non-investment grade high yield, fixed-income investments which may be Fixed Pacific Investment Management
represented by forwards or derivatives such as options, futures contracts, or Income Company LLC (PIMCO)
swap agreements. Non-investment grade investments are financial instruments
rated Ba or lower by a Moody's Investors Services, Inc. or equivalently rated by
Standard Poor's Corporation, or Fitch, or, if unrated, determined by the
subadviser to be of comparable quality.

AST Horizon Growth Asset Allocation Portfolio: seeks the highest potential total
return consistent with its specified level of risk tolerance. Under normal
circumstances, at least 90% of the portfolio's assets will be invested in other
portfolios of Advanced Series Trust (the underlying portfolios) while no more
than 10% of the portfolio's assets may be invested in exchange traded funds Asset Horizon Investments, LLC
(ETFs). Under normal market conditions, the portfolio will devote from 60% to Allocation
80% of its net assets to underlying portfolios and ETFs investing primarily in
equity securities, and from 20% to 40% of its net assets to underlying
portfolios and ETFs investing primarily in debt securities and money market
instruments.

AST Horizon Moderate Asset Allocation Portfolio: seeks the highest potential
total return consistent with its specified level of risk tolerance. Under normal
circumstances, at least 90% of the portfolio's assets will be invested in other
portfolios of Advanced Series Trust (the underlying portfolios) while no more
than 10% of the portfolio's assets may be invested in exchange traded funds Asset
(ETFs). Under normal market conditions, the portfolio will devote from 40% to Allocation Horizon Investments, LLC
60% of its net assets to underlying portfolios and ETFs investing primarily in
equity securities, and from 40% to 60% of its net assets to underlying
portfolios and ETFs investing primarily in debt securities and money market
instruments.

AST International Growth Portfolio: seeks long-term capital growth. Under normal
circumstances, the portfolio invests at least 80% of the value of its assets in
securities of issuers that are economically tied to countries other than the
United States. Although the portfolio intends to invest at least 80% of its Marsico Capital Management,
assets in the securities of issuers located outside the United States, it may at International LLC; William Blair & Company,
times invest in U.S. issuers and it may invest all of its assets in fewer than Equity LLC
five countries or even a single country. The portfolio looks primarily for
stocks of companies whose earnings are growing at a faster rate than other
companies or which offer attractive growth.

AST International Value Portfolio: seeks long-term capital appreciation. The
portfolio normally invests at least 80% of the portfolio's assets in equity International LSV Asset Management;
securities. The portfolio will invest at least 65% of its net assets in the Equity Thornburg Investment
equity securities of companies in at least three different countries, without Management, Inc.
limit as to the amount of assets that may be invested in a single country.

AST Investment Grade Bond Portfolio: seeks the highest potential total return
consistent with its specified level of risk tolerance to meet the parameters
established to support the Highest Daily Lifetime 6 Plus benefits and maintain
liquidity to support changes in market conditions for a fixed duration (weighted Fixed Prudential Investment
average maturity) of about 6 years. Please note that you may not make Purchase Income Management, Inc.
Payments to, or transfer Account Value to or from, this portfolio, and that this
portfolio is available only with certain living benefits.

AST JPMorgan International Equity Portfolio: seeks long-term capital growth by
investing in a diversified portfolio of international equity securities. The
portfolio seeks to meet its objective by investing, under normal market
conditions, at least 80% of its assets in a diversified portfolio of equity
securities of companies located or operating in developed non-U.S. countries and International J.P. Morgan Investment
emerging markets of the world. The equity securities will ordinarily be traded Equity Management, Inc.
on a recognized foreign securities exchange or traded in a foreign
over-the-counter market in the country where the issuer is principally based,
but may also be traded in other countries including the United States.

AST Jennison Large-Cap Growth Portfolio: seeks long-term growth of capital.
Under normal market conditions, the Portfolio will invest at least 80% of its
investable assets in the equity and equity-related securities of
large-capitalization companies measured, at the time of purchase, to be within
the market capitalization of the Russell 1000(R) Index. In deciding which equity Large Cap Jennison Associates
securities to buy, the Subadvisor will use a growth investment style and will Growth LLC
invest in stocks it believes could experience superior sales or earnings growth,
or high returns on equity and assets. The companies in which the Subadvisor will
invest generally tend to have a unique market niche, a strong new product
profile or superior management.

AST Jennison Large-Cap Value Portfolio: seeks capital appreciation. Under normal
market conditions, the Portfolio will invest at least 80% of its investable
assets in the equity and equity-related securities of large-capitalization
companies measured, at the time of purchase, to be within the market
capitalization of the Russell 1000(R) Index. In deciding which equity securities Large Cap Jennison Associates
to buy, the Subadvisor will use a value investment style and will invest in Value LLC
common stocks that it believes are being valued at a discount to their true
worth, as defined by the value of their earnings, free cash flow, the value of
their assets, their private market value, or some combination of these factors.
The Subadvisor will look for catalysts that will help unlock a common stock's
inherent value.

AST Large-Cap Value Portfolio: seeks current income and long-term growth of
income, as well as capital appreciation. The portfolio invests, under normal
circumstances, at least 80% of its net assets in common stocks of large Large Cap Eaton Vance Management;
capitalization companies. Large capitalization companies are those companies Value Hotchkis and Wiley Capital
with market capitalizations within the market capitalization range of the Management LLC
Russell 1000 Value Index.

AST Lord Abbett Bond-Debenture Portfolio: seeks high current income and the
opportunity for capital appreciation to produce a high total return. The
portfolio invests, under normal circumstances, at least 80% of the value of its
assets in fixed income securities. The portfolio allocates its assets
principally among fixed income securities in four market sectors: U.S.
investment grade securities, U.S. high yield securities, foreign securities
(including emerging market securities) and convertible securities. Under normal
circumstances, the portfolio invests in each of the four sectors described
above. However, the portfolio may invest substantially all of its assets in any
one sector at any time, subject to the limitation that at least 20% of the Fixed Lord, Abbett & Co. LLC
portfolio's net assets must be invested in any combination of investment grade Income
debt securities, U.S. Government securities and cash equivalents. The portfolio
may find good value in high yield securities, sometimes called "lower-rated
bonds" or "junk bonds," and frequently may have more than half of its assets
invested in those securities. The portfolio may also make significant
investments in mortgage-backed securities. Although the portfolio expects to
maintain a weighted average maturity in the range of five to twelve years, there
are no maturity restrictions on the overall portfolio or on individual
securities. The portfolio may invest up to 20% of its net assets in equity
securities. The portfolio may invest up to 20% of its net assets in foreign
securities.

AST Marsico Capital Growth Portfolio: seeks capital growth. Income realization
is not an investment objective and any income realized on the portfolio's
investments, therefore, will be incidental to the portfolio's objective. The
portfolio will pursue its objective by investing primarily in common stocks of
large companies that are selected for their growth potential. Large
capitalization companies are companies with market capitalizations within the
market capitalization range of the Russell 1000 Growth Index. In selecting
investments for the portfolio, the subadviser uses an approach that combines Large Cap Marsico Capital
"top down" macroeconomic analysis with "bottom up" stock selection. The "top Growth Management, LLC
down" approach identifies sectors, industries and companies that may benefit
from the trends the subadviser has observed. The subadviser then looks for
individual companies with earnings growth potential that may not be recognized
by the market at large, utilizing a "bottom up" stock selection process. The
portfolio will normally hold a core position of between 35 and 50 common stocks.
The portfolio may hold a limited number of additional common stocks at times
when the portfolio manager is accumulating new positions, phasing out existing
or responding to exceptional market conditions.

AST MFS Global Equity Portfolio: seeks capital growth. Under normal
circumstances the portfolio invests at least 80% of its assets in equity
securities. The portfolio may invest in the securities of U.S. and foreign International Massachusetts Financial
issuers (including issuers in emerging market countries). While the portfolio Equity Services Company
may invest its assets in companies of any size, the portfolio generally focuses
on companies with relatively large market capitalizations relative to the
markets in which they are traded.

AST MFS Growth Portfolio: seeks long-term capital growth and future, rather than
current income. Under normal market conditions, the portfolio invests at least
80% of its net assets in common stocks and related securities, such as preferred Large Cap Massachusetts Financial
stocks, convertible securities and depositary receipts. The subadviser uses a Growth Services Company
"bottom up" as opposed to a "top down" investment style in managing the
portfolio.

AST Mid Cap Value Portfolio: seeks to provide capital growth by investing
primarily in mid-capitalization stocks that appear to be undervalued. The
portfolio generally invests, under normal circumstances, at least 80% of the Mid Cap EARNEST Partners LLC; WEDGE
value of its net assets in mid-capitalization companies. Mid-capitalization Value Capital Management, LLP
companies are generally those that have market capitalizations, at the time of
purchase, within the market capitalization range of companies included in the
Russell Midcap Value Index during the previous 12-months based on month-end
data.

AST Money Market Portfolio: seeks high current income while maintaining high
levels of liquidity. The portfolio invests in high-quality, short-term, U.S. Fixed Prudential Investment
dollar denominated corporate, bank and government obligations. The portfolio Income Management, Inc.
will invest in securities which have effective maturities of not more than 397
days.

AST Neuberger Berman/LSV Mid-Cap Value Portfolio (formerly known as AST
Neuberger Berman Mid-Cap Value Portfolio): seeks capital growth. Under normal
market conditions, the portfolio invests at least 80% of its net assets in the
common stocks of medium capitalization companies. For purposes of the portfolio,
companies with market capitalizations that fall within the range of the Russell Mid Cap LSV Asset Management;
Midcap(R) Index at the time of investment are considered medium capitalization Value Neuberger Berman
companies. Some of the portfolio's assets may be invested in the securities of Management LLC
large-cap companies as well as in small-cap companies. Under the portfolio's
value-oriented investment approach, the subadviser looks for well-managed
companies whose stock prices are undervalued and that may rise in price before
other investors realize their worth.

AST Neuberger Berman Mid-Cap Growth Portfolio: seeks capital growth. Under
normal market conditions, the Portfolio invests at least 80% of its net assets
in the common stocks of mid-capitalization companies. Mid-capitalization
companies are those companies whose market capitalization is within the range of Mid Cap Neuberger Berman
market capitalizations of companies in the Russell Midcap(R) Growth Index. Using Growth Management LLC
fundamental research and quantitative analysis, the subadviser looks for
fast-growing companies that are in new or rapidly evolving industries. The
portfolio may invest in foreign securities (including emerging markets
securities).

AST Neuberger Berman Small-Cap Growth Portfolio: seeks maximum growth of
investors' capital from a portfolio of growth stocks of smaller companies. The Small Cap Neuberger Berman
portfolio pursues its objective, under normal circumstances, by primarily Growth Management LLC
investing at least 80% of its total assets in the equity securities of
small-sized companies included in the Russell 2000 Growth(R) Index.

AST Niemann Capital Growth Asset Allocation Portfolio: seeks the highest
potential total return consistent with its specified level of risk tolerance.
Under normal circumstances, at least 90% of the portfolio's assets will be
invested in other portfolios of Advanced Series Trust (the underlying
portfolios) while no more than 10% of the portfolio's assets may be invested in Asset Neimann Capital
exchange traded funds (ETFs). Under normal market conditions, the portfolio will Allocation Management Inc.
devote from 60% to 80% of its net assets to underlying portfolios and ETFs
investing primarily in equity securities, and from 20% to 40% of its net assets
to underlying portfolios and ETFs investing primarily in debt securities and
money market instruments.

AST Parametric Emerging Markets Equity Portfolio: seeks long-term capital
appreciation. The portfolio normally invests at least 80% of its net assets in
equity securities traded on the equity markets of emerging market countries,
which are those considered to be developing. Emerging markets countries include
countries in Asia, Latin America, the Middle East, Southern Europe, Eastern International Parametric Portfolio
Europe, Africa and the region formerly comprising the Soviet Union. A company Equity Associates LLC
will be considered to be located in an emerging market country if it is
domiciled in or derives more that 50% of its revenues or profits from emerging
market countries. The portfolio seeks to employ a top-down, disciplined and
structured investment process that emphasizes broad exposure and diversification
among emerging market countries, economic sectors and issuers.

AST PIMCO Limited Maturity Bond Portfolio: seeks to maximize total return
consistent with preservation of capital and prudent investment management. The
portfolio will invest, under normal circumstances, at least 80% of the value of Fixed Pacific Investment
its net assets in fixed-income investment instruments of varying maturities Income Management Company LLC
which may be represented by forwards or derivatives such as options, futures (PIMCO)
contracts, or swap agreements. .

AST PIMCO Total Return Bond Portfolio: seeks to maximize total return consistent
with preservation of capital and prudent investment management. The portfolio
will invest, under normal circumstances, at least 80% of the value of its net Fixed Pacific Investment
assets in fixed income investments, which may be represented by forwards or Income Management Company LLC
derivatives such as options, futures contracts, or swap agreements. (PIMCO)

AST Preservation Asset Allocation Portfolio: seeks to obtain total return
consistent with its specified level of risk. The portfolio primarily invests its
assets in a diversified portfolio of other mutual funds, the underlying
portfolios, of the Advanced Series Trust and certain affiliated money market
funds. Under normal market conditions, the portfolio will devote approximately Asset Prudential Investments LLC;
35% of its net assets to underlying portfolios investing primarily in equity Allocation Quantitative Management
securities (with a range of 27.5% to 42.5%), and 65% of its net assets to Associates LLC
underlying portfolios investing primarily in debt securities and money market
instruments (with a range of 57.5% to 72.5%. The portfolio is not limited to
investing exclusively in shares of the underlying portfolios and may invest in
securities and futures contracts, swap agreements and other financial and
derivative instruments.

AST QMA US Equity Portfolio: seeks long term capital appreciation. The portfolio
utilizes a long/short investment strategy and will normally invest at least 80%
of its net assets plus borrowings in equity and equity related securities of US Large Cap Quantitative Management
issuers. The benchmark index is the Russell 1000(R) which is comprised of stocks Blend Associates LLC
representing more than 90% of the market cap of the US market and includes the
largest 1000 securities in the Russell 3000(R) index.

AST Schroders Multi-Asset World Strategies (formerly known as AST American
Century Strategic Allocation Portfolio): seeks long-term capital appreciation
through a global flexible asset allocation approach. This asset allocation
approach entails investing in traditional asset classes, such as equity and
fixed-income investments, and alternative asset classes, such as investments in Asset Schroder Investment
real estate, commodities, currencies, private equity, and absolute return Allocation Management North America Inc.
strategies. The sub-advisor seeks to emphasize the management of risk and
volatility. Exposure to different asset classes and investment strategies will
vary over time based upon the sub advisor's assessments of changing market,
economic, financial and political factors and events.

AST Small-Cap Growth Portfolio: seeks long-term capital growth. The portfolio
pursues its objective by investing, under normal circumstances, at least 80% of
the value of its assets in small-capitalization companies. Small-capitalization Small Cap Eagle Asset Management, Inc.
companies are those companies with a market capitalization, at the time of Growth
purchase, no larger than the largest capitalized company included in the Russell
2000(R) Index at the time of the Portfolio's investment.

AST Small-Cap Value Portfolio: seeks to provide long-term capital growth by
investing primarily in small-capitalization stocks that appear to be ClearBridge Advisors, LLC;
undervalued. The portfolio invests, under normal circumstances, at least 80% of Small Cap J.P. Morgan Investment
the value of its net assets in small capitalization stocks. Small capitalization Value Management, Inc.; Lee Munder
stocks are the stocks of companies with market capitalization that are within Investments, Ltd
the market capitalization range of the Russell 2000(R) Value Index.

AST T. Rowe Price Asset Allocation Portfolio: seeks a high level of total return
by investing primarily in a diversified portfolio of equity and fixed income
securities. The portfolio normally invests approximately 60% of its total assets
in equity securities and 40% in fixed income securities. This mix may vary Asset T. Rowe Price Associates, Inc.
depending on the subadviser's outlook for the markets. The subadviser Allocation
concentrates common stock investments in larger, more established companies, but
the Portfolio may include small and medium-sized companies with good growth
prospects. The fixed income portion of the portfolio will be allocated among
investment grade securities, high yield or "junk" bonds, emerging market
securities, foreign high quality debt securities and cash reserves.

AST T. Rowe Price Global Bond Portfolio: seeks to provide high current income
and capital growth by investing in high-quality foreign and U.S.
dollar-denominated bonds. The portfolio will invest at least 80% of its total
assets in fixed income securities. The portfolio invests in all types of bonds,
including those issued or guaranteed by U.S. or foreign governments or their
agencies and by foreign authorities, provinces and municipalities as well as
investment grade corporate bonds, mortgage and asset-backed securities, and
high-yield bonds of U.S. and foreign issuers. The portfolio generally invests in Fixed T. Rowe Price International,
countries where the combination of fixed-income returns and currency exchange Income Inc.
rates appears attractive, or, if the currency trend is unfavorable, where the
subadviser believes that the currency risk can be minimized through hedging. The
portfolio may also invest up to 20% of its assets in the aggregate in below
investment-grade, high-risk bonds ("junk bonds") and emerging market bonds. In
addition, the portfolio may invest up to 30% of its assets in mortgage-related
(including mortgage dollar rolls and derivatives, such as collateralized
mortgage obligations and stripped mortgage securities) and asset-backed
securities. The portfolio may invest in futures, swaps and other derivatives in
keeping with its objective.

AST T. Rowe Price Large-Cap Growth Portfolio: seeks long-term growth of capital
by investing predominantly in the equity securities of a limited number of
large, carefully selected, high-quality U.S. companies that are judged likely to
achieve superior earnings growth. The portfolio takes a growth approach to Large Cap T. Rowe Price Associates, Inc.
investment selection and normally invests at least 80% of its net assets in the Growth
common stocks of large companies. Large companies are defined as those whose
market cap is larger than the median market cap of companies in the Russell 1000
Growth Index as of the time of purchase.

AST T. Rowe Price Natural Resources Portfolio: seeks long-term capital growth
primarily through invest in the common stocks of companies that own or develop
natural resources (such as energy products, precious metals and forest products)
and other basic commodities. The portfolio invests, under normal circumstances,
at least 80% of the value of its assets in natural resource companies. The Specialty T. Rowe Price Associates, Inc.
portfolio may also invest in non-resource companies with the potential for
growth. The portfolio looks for companies that have the ability to expand
production, to maintain superior exploration programs and production facilities,
and the potential to accumulate new resources. Although at least 50% of
portfolio assets will be invested in U.S. securities, up to 50% of total assets
also may be invested in foreign securities.

AST UBS Dynamic Alpha Portfolio: seeks to maximize total return, consisting of
capital appreciation and current income. The portfolio invests in securities and
financial instruments to gain exposure to global equity, global fixed income and
cash equivalent markets, including global currencies. The portfolio may invest Asset UBS Global Asset Management
in equity and fixed income securities of issuers located within and outside the Allocation (Americas) Inc.
United States or in open-end investment companies advised by UBS Global Asset
Management (Americas) Inc., the Portfolio's subadviser, to gain exposure to
certain global equity and global fixed income markets.

AST Western Asset Core Plus Bond Portfolio: seeks to maximize total return,
consistent with prudent investment management and liquidity needs, by investing
to obtain its average specified duration. The portfolio's current target average Fixed Western Asset Management
duration is generally 2.5 to 7 years. The portfolio pursues this objective by Income Company
investing in all major fixed income sectors with a bias towards non-Treasuries.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

Franklin Templeton VIP Founding Funds Allocation Fund: Seeks capital
appreciation, with income as a secondary goal. The Fund normally invests equal Moderate Franklin Templeton Services,
portions in Class 1 shares of Franklin Income Securities Fund; Mutual Shares Allocation LLC
Securities Fund; and Templeton Growth Securities Fund.

LIMITATIONS WITH OPTIONAL BENEFITS

As a condition to your participating in certain optional benefits, we limit the
Investment Options to which you may allocate your Account Value. Broadly
speaking, we offer two groups of "Permitted Sub-accounts". Under the first group
(Group I), your allowable investment options are more limited, but you are not
subject to mandatory quarterly re-balancing. We call the second group (Group II)
our "Custom Portfolios Program." The Custom Portfolios Program offers a larger
menu of portfolios, but you are subject to certain other restrictions.
Specifically:

. you must allocate at least 20% of your Account Value to certain fixed
income portfolios (currently, the AST PIMCO Total Return Bond
Portfolio and the AST Western Asset Core Plus Bond Portfolio); and

. you may allocate up to 80% in the portfolios listed in the table
below; and

. on each benefit quarter (or the next Valuation Day, if the quarter-end
is not a Valuation Day), we will automatically re-balance your
Sub-accounts used with this Program, so that the percentages devoted
to each portfolio remain the same as those in effect on the
immediately preceding quarter-end. Note that on the first quarter-end
following your participation in the Custom Portfolios Program, we will
re-balance your Sub-accounts so that the percentages devoted to each
portfolio remain the same as those in effect when you began the Custom
Portfolios Program; and

. between quarter-ends, you may re-allocate your Account Value among the
investment options permitted within this category. If you reallocate,
the next quarterly rebalancing will restore the percentages to those
of your most recent reallocation.

While those who do not participate in any optional benefit generally may invest
in any of the investment options described in the prospectus, only those who
participate in the optional benefits listed in Group II below may participate in
the Custom Portfolios Program. If you participate in the Custom Portfolios
Program, you may not participate in other Automatic Rebalancing Programs. We may
modify or terminate the Custom Portfolios Program at any time. Any such
modification or termination will (i) be implemented only after we have notified
you in advance, (ii) not affect the guarantees you had accrued under the
optional benefit or your ability to continue to participate in those optional
benefits, and (iii) not require you to transfer Account Value out of any
portfolio in which you participated immediately prior to the modification or
termination. If you are not participating in the Custom Portfolios Program at
the time of any modification or termination, or if you voluntarily transfer your
Account Value out of the Custom Portfolios Program after any modification or
termination, we may restrict your further eligibility to participate in the
Custom Portfolio Program.

Group I:

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation

AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Preservation Asset Allocation
AST Schroders Multi-Asset World Strategies
AST T. Rowe Price Asset Allocation
Franklin Templeton VIP Founding Funds Allocation Fund

Group II: Custom Portfolios Program

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST AllianceBernstein Core Value
AST Alliance Bernstein Growth & Income
AST American Century Income & Growth
AST Balanced Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation

AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth

AST International Value
AST JP Morgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marisco Capital Growth
AST MFS Global Equity
AST MSF Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Value
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies Asset Allocation
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha Strategy
AST Western Asset Core Plus Bond
Franklin Templeton VIP Funding Funds Allocation Fund

MARKET VALUE ADJUSTMENT OPTIONS

When you allocate your Account Value to an MVA Option, you earn a fixed rate of
interest over a set period of time called a Guarantee Period. There are two
types of MVA Options available under each Annuity - the Long-Term MVA Options
and the DCA MVA Options. We discuss each MVA Option below. In brief, under the
Long-Term MVA Options, you earn interest over a multi-year time period that you
have selected. Currently, the Guarantee Periods we offer are 3 years, 5 years, 7
years, and 10 years. We reserve the right to eliminate any or all of these
Guarantee Periods or offer Guarantee Periods of different durations. Under the
DCA MVA Options, you earn interest over a 6 month or 12 month period while your
Account Value in that option is systematically transferred monthly to the
Sub-accounts you have designated.

A Guarantee Period for an MVA Option begins:

.. when all or part of a Purchase Payment is allocated to that MVA Option;

.. upon transfer of any of your Account Value to a Long-Term MVA Option for
that particular Guarantee Period; or

.. when you "renew" an MVA Option into a new Guarantee Period.

RATES FOR MVA OPTIONS

We do not have a single method for determining the fixed interest rates for the
MVA Options. In general, the interest rates we offer for MVA Options will
reflect the investment returns available on the types of investments we make to
support our fixed rate guarantees. These investment types may include cash, debt
securities guaranteed by the United States government and its agencies and
instrumentalities, money market instruments, corporate debt obligations of
different durations, private placements, asset-backed obligations and municipal
bonds. In determining rates we also consider factors such as the length of the
Guarantee Period for the MVA Option, regulatory and tax requirements, liquidity
of the markets for the type of investments we make, commissions, administrative
and investment expenses, our insurance risks in relation to the MVA Options,
general economic trends and competition. We also take into consideration
mortality, expense, administration, profit and other factors in determining the
interest rates we credit to MVA Options, and therefore, we credit lower interest
rates due to the existence of these factors than we otherwise would.

The interest rate credited to an MVA Option is the rate in effect when the
Guarantee Period begins and does not change during the Guarantee Period. The
rates are an effective annual rate of interest. We determine the interest rates
for the various Guarantee Periods. At the time that we confirm your MVA Option,
we will advise you of the interest rate in effect and the date your MVA Option
matures. We may change the rates we credit to new MVA Options at any time. To
inquire as to the current rates for the MVA Options, please call 1-888-PRU-2888.
MVA Options may not be available in all States and are subject to a minimum
rate.

To the extent permitted by law, we may establish different interest rates for
MVA Options offered to a class of Owners who choose to participate in various
optional investment programs we make available. This may include, but is not
limited to, Owners who elect to use DCA MVA Options.

For any MVA Option, you will not be permitted to allocate or renew to the MVA
Option if the Guarantee Period associated with that MVA Option would end after
your Latest Annuity Date.

MARKET VALUE ADJUSTMENT

With certain exceptions, if you transfer or withdraw Account Value from an MVA
Option prior to the end of the applicable Guarantee Period, you may be subject
to a market value adjustment or "MVA". We assess an MVA upon:

.. any surrender, partial withdrawal (including a systematic withdrawal,
Medically Related Surrender, or a withdrawal program under Sections 72(t)
or 72 (q) of the Code), or transfer out of an MVA Option made outside the
30 days immediately preceding the maturity of the Guarantee Period; and

.. your exercise of the free look right under your Annuity, unless prohibited
by law.

We will NOT assess an MVA (whether positive or negative) in connection with any
of the following:

.. withdrawals made to meet Required Minimum Distribution requirements under
the Code in relation to your Annuity or a required distribution if your
Annuity is held as a Beneficiary Annuity, but only if the Requirement
Minimum Distribution or required distribution from Beneficiary Annuity is
an amount that we calculate and is distributed through a program that we
offer;

.. transfers or withdrawals from an MVA Option during the 30 days immediately
prior to the end of the applicable Guarantee Period, including the Maturity
Date of the MVA option;

.. transfers made in accordance with our 6 or 12 Month DCA Program;

.. when a Death Benefit is determined;

.. deduction of a Annual Maintenance Fee for the Annuity;

.. annuitization under the Annuity; and

.. transfers made pursuant to a mathematical formula used with an optional
benefit (e.g., Highest Daily Lifetime 6 Plus).

The amount of the MVA is determined according to the formulas set forth below.
We use one formula for the Long-Term MVA Option and another formula for the DCA
MVA Option. In general, the amount of the MVA is dependent on the difference
between interest rates at the time your MVA Option was established and current
interest rates for the remaining Guarantee Period of your MVA Option. The MVA
may be positive or negative, and a negative MVA could result in a loss of
interest previously earned as well as some portion of your Purchase Payments.

MVA Formula For Long Term MVA Option

The MVA formula is applied separately to each MVA Option to determine the
Account Value of the MVA Option on a particular date.

The MVA factor is equal to:

1+i
[-----] /n/12/
l+j+k

where: i = the Crediting Rate for the MVA Option;
j = the Rate for the remaining Guarantee Period, determined as
described below;
k = the Liquidity Factor set forth in the rider for this MVA Option;
and
n = the number of months remaining in the Guarantee Period duration,
rounded up to the nearest whole month

For the purposes of determining "j",

Y = n /12

GP1 = the smallest whole number of years greater than or equal to Y.

r1 = the rate for Guarantee Periods of duration GP1, which will equal the
crediting rate if such Guarantee Period duration is currently available.

GP2 = the greatest whole number of years less than or equal to Y, but not
less than 1.

r2 = the rate for Guarantee Periods of duration GP2, which will equal the
crediting rate if such Guarantee Period duration is currently available.

If we do not currently offer a Guarantee Period of duration GP1 or duration
GP2, we will determine r1 and / or r2 by linearly interpolating between the
current rates of Guarantee Periods closest in duration. If we cannot
interpolate because a Guarantee Period of lesser duration is not available,
then r1 and / or r2 will be equal to [(1) + (2) - (3)], where (1), (2), and
(3) are defined as:

(1) = the current Treasury spot rate for GP1 or GP2, respectively, and
(2) = the current crediting rate for the next longer Guaranteed Period
duration currently available, and
(3) = the current Treasury spot rate for the next longer Guaranteed Period
duration currently available.

The term "current Treasury spot rate" refers to the rates that existed at
the time the crediting rates were last determined.

To determine "j":

If Y is an integer, and if Y is equal to a Guarantee Period duration that
we currently offer," j" is equal to the crediting rate associated with a
Guarantee Period duration of Y years.

If Y is less than 1, then "j" = r2.

Otherwise, we determine "j" by linearly interpolating between r1 and r2,
using the following formula:

j = (r1 * (Y - GP2) + r2 * (GP1 - Y)) / (GP1 - GP2)

The current rate ("j") in the MVA formula is subject to the same Guaranteed
Minimum Interest Rate as the Crediting Rate.

We reserve the right to waive the liquidity factor set forth above.

MVA Formula For 6 or 12 Month DCA MVA Options

The MVA formula is applied separately to each DCA MVA Option to determine the
Account Value of the DCA MVA Option on a particular date.

The Market Value Adjustment Factor applicable to the MVA Options we make
available under the 6 or 12 Month Dollar Cost Averaging Program is as follows:

The MVA factor is equal to:

1+i
[-----] /n/12/
l+j+k

where: i = the Index Rate established at inception of a DCA MVA Option.
This Index Rate will be based on a Constant Maturity Treasury
(CMT) rate for a maturity (in months) equal to the initial
duration of the DCA MVA Option. This CMT rate will be determined
based on the weekly average of the CMT Index of appropriate
maturity as of two weeks prior to initiation of the DCA MVA
Option. The CMT Index will be based on "Treasury constant
maturities nominal 12" rates as published in Federal Reserve
Statistical Release H.15. If a CMT index for the number of months
needed is not available, the applicable CMT index will be
determined based on a linear interpolation of the published CMT
indices;

j = the Index Rate determined at the time the MVA calculation is
needed, based on a CMT rate for the amount of time remaining in
the DCA MVA Option. The amount of time will be based on the
number of complete months remaining in the DCA MVA Option,
rounded up to the nearest whole month. This CMT rate will be
determined based on the weekly average of the CMT Index of
appropriate maturity as of two weeks prior to the date for which
the MVA calculation is needed. The CMT Index will be based on
"Treasury constant maturities nominal 12" rates as published in
Federal Reserve Statistical Release H.15. If a CMT index for the
number of months needed is not available, the applicable CMT
index will be determined based on a linear interpolation of the
published CMT indices;

k = the Liquidity Factor set forth in the rider for this MVA Option;
and

n = the number of complete months remaining in the DCA MVA Option,
rounded up to the nearest whole month.

If the "Treasury constant maturities nominal 12" rates available through
Federal Reserve Statistical Release H. 15 should become unavailable at any
time, or if the rate for a 1-month maturity should become unavailable
through this source, we will substitute rates which, in our opinion, are
comparable.

We reserve the right to waive the Liquidity Factor.

MVA Examples for Long Term MVA Option

The following hypothetical examples show the effect of the MVA in determining
Account Value. Assume the following:

.. You allocate $50,000 into an MVA Option (we refer to this as the
"Allocation Date" in these examples) with a Guarantee Period of 5 years (we
refer to this as the "Maturity Date" in these examples).

.. The crediting rate associated with the MVA Option beginning on Allocation
Date and maturing on Maturity Date is 5.50% (i = 5.50%).

.. You make no withdrawals or transfers until you decide to withdraw the
entire MVA Option after exactly three (3) years, at which point 24 months
remain before the Maturity Date (n=24).

Example of Positive MVA

Assume that at the time you request the withdrawal, the crediting rate
associated with the fixed allocation maturing on the Maturity Date is 4.00% (J =
4.00%). Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+i)/(1+j+0.0025)]^N/12 = [1.055/1.0425]^2 = 1.024125
Unadjusted Value = $58,712.07
Adjusted Account Value after MVA = Unadjusted Value x MVA Factor = $60,128.47

Example of Negative MVA

Assume that at the time you request the withdrawal, the crediting rate
associated with the fixed allocation maturing on the Maturity Date is 7.00% (j =
7.00%). Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+i)/(1+j+0.0025)]^n/12 = [1.055/1.0725]^2 = 0.967632
Unadjusted Value = $58,712.07
Adjusted Account Value after MVA = Unadjusted Value x MVA Factor = $56,811.69

LONG TERM MVA OPTIONS

We offer Long Term MVA Options, offering a range of durations. When you select
this option, your payment will earn interest at the established rate for the
applicable interest rate period. A new Long Term MVA Option is established every
time you allocate or transfer money into a Long Term MVA Option. You may have
money allocated in more than one interest rate period at the same time. This
could result in your money earning interest at different rates and each interest
rate period maturing at a different time. While the interest rates we credit to
the MVA Options may change from time to time, the minimum interest rate is what
is set forth in your Annuity.

We retain the right to limit the amount of Account Value that may be transferred
into a new or out of an existing a Long-Term MVA Option and/or to require
advance notice for transfers exceeding a specified amount. In addition, we
reserve the right to limit or restrict the availability of certain Guarantee
Periods from time to time.

DCA MVA OPTIONS

In addition to the Long-Term MVA Options, we offer DCA MVA Options that are used
with our 6 or 12 Month DCA Program. Amounts allocated to the DCA MVA Options
earn the declared rate of interest while the amount is transferred over a 6 or
12 month period into the Sub-accounts that you have designated. Because the
interest we credit is applied against a balance that declines as transfers are
made periodically to the Sub-accounts, you do not earn interest on the full
amount you allocated initially to the DCA MVA Options. A dollar cost averaging
program does not assure a profit, or protect against a loss. For a complete
description of our 6 or 12 month DCA Program, see the applicable section of this
prospectus within the section entitled "Managing Your Account Value."

MVA OPTION SEPARATE ACCOUNT

Amounts allocated to an MVA Option become part of a legally-insulated,
non-unitized separate account of Pruco Life established under state law,
although that separate account is not registered under the Investment Company
Act of 1940, and you do not participate in the appreciation or depreciation in
the value of the securities held in the separate account.

GUARANTEE PERIOD TERMINATION

An MVA Option ends on the earliest of (a) the "Maturity Date" of the Guarantee
Period (b) the date the entire amount in the MVA Option is withdrawn or
transferred (c) the Annuity Date (d) the date the Annuity is surrendered and (e)
the date as of which a Death Benefit is determined, unless the Annuity is
continued by a spousal Beneficiary.

We will notify you before the end of the Guarantee Period. You may elect to have
the value of the Long Term MVA Option on its Maturity Date transferred to any
Investment Option, including any Long Term MVA Option, we then make available.
If we do not receive instructions from you in Good Order at our Service Office
before the Maturity Date of the Long Term MVA Option, regarding how the Account
Value in your maturing Long Term MVA Option is to be allocated, we will allocate
the Account Value in the maturing Long Term MVA Option to the AST Money Market
Sub-account, unless the Maturity Date is the Annuity Date. We will not assess an
MVA if you choose to renew an MVA Option on its Maturity Date or transfer the
Account Value to another Investment Option on the Maturity Date (or at any time
during the 30 days immediately preceding the Maturity Date).

FEES, CHARGES, AND DEDUCTIONS

In this section, we provide detail about the charges you incur if you own the
Annuity.

The charges under each Annuity are designed to cover, in the aggregate, our
direct and indirect costs of selling, administering and providing benefits under
each Annuity. They are also designed, in the aggregate, to compensate us for the
risks of loss we assume. If, as we expect, the charges that we collect from the
Annuities exceed our total costs in connection with the Annuities, we will earn
a profit. Otherwise we will incur a loss. For example, Pruco Life may make a
profit on the Insurance Charge if, over time, the actual costs of

providing the guaranteed insurance obligations and other expenses under an
Annuity are less than the amount we deduct for the Insurance Charge. To the
extent we make a profit on the Insurance Charge, such profit may be used for any
other corporate purpose

The rates of certain of our charges have been set with reference to estimates of
the amount of specific types of expenses or risks that we will incur. In
general, a given charge under the Annuity compensates us for our costs and risks
related to that charge and may provide for a profit. However, it is possible
that with respect to a particular obligation we have under this Annuity, we may
be compensated not only by the charge specifically tied to that obligation, but
also from one or more other charges we impose.

With regard to charges that are assessed as a percentage of the value of the
Sub-accounts, please note that such charges are assessed through a reduction to
the unit value of your investment in each Sub-account, and in that way reduce
your Account Value.

Contingent Deferred Sales Charge ("CDSC"): The CDSC reimburses us for expenses
related to sales and distribution of the Annuity, including commissions,
marketing materials, other promotional expenses and, in the case of the X
series, the cost of providing a Purchase Credit. We may deduct a CDSC if you
surrender your Annuity or when you make a partial withdrawal. The CDSC is
calculated as a percentage of your Purchase Payment (not including any Purchase
Credit applied on the X series) being surrendered or withdrawn. The CDSC
percentage varies with the number of years that have elapsed since each Purchase
Payment being withdrawn was made. If a withdrawal is effective on the day before
the anniversary of the date that the Purchase Payment being withdrawn was made,
then the CDSC percentage as of the next following year will apply. The CDSC
percentages for the B Series, the L Series, and the X Series are shown under
"Summary of Contract Fees and Charges."

With respect to a partial withdrawal, we calculate the CDSC by assuming that any
available free withdrawal amount is taken out first (see "Free Withdrawal
Amounts" later in this prospectus). If the free withdrawal amount is not
sufficient, we then assume that withdrawals are taken from Purchase Payments
that have not been previously withdrawn, on a first-in, first-out basis, and
subsequently from any other Account Value in the Annuity. You may specify a
desired withdrawal amount and have the associated CDSC taken as an additional
withdrawal from your Annuity or alternatively, may request a total withdrawal
amount that includes both the CDSC and the net amount you receive.

Upon surrender, we calculate a CDSC based on any Purchase Payments that have not
been withdrawn. The Purchase Payments being withdrawn may be greater than your
remaining Account Value. This is most likely to occur if you have made prior
partial withdrawals or if your Account Value has declined in value due to
negative market performance. Thus, for example, the CDSC could be greater than
if it were calculated as percentage of remaining Account Value.

We may waive any applicable CDSC under certain circumstances described herein.

Transfer Fee: Currently, you may make twenty (20) free transfers between
investment options each Annuity Year. We may charge $10 for each transfer after
the twentieth in each Annuity Year. We do not consider transfers made as part of
a Dollar Cost Averaging, Automatic Rebalancing or Custom Portfolio Program when
we count the twenty free transfers. All transfers made on the same day will be
treated as one (1) transfer. Renewals or transfers of Account Value from an MVA
Option within the 30 days immediately preceding the end of its Guarantee Period
are not subject to the Transfer Fee and are not counted toward the twenty free
transfers. Similarly, transfers made under our 6 or 12 Month DCA Program and
transfers made pursuant to a formula used with an optional benefit are not
subject to the Transfer Fee and are not counted toward the twenty free
transfers. Transfers made through any electronic method or program we specify
are not counted toward the twenty free transfers. The transfer fee is deducted
pro rata from all Sub-accounts in which you maintain Account Value immediately
subsequent to the transfer.

Annual Maintenance Fee: Prior to annuitization, we deduct an Annual Maintenance
Fee. The Annual Maintenance Fee is equal to [to be filed by amendment] of your
Unadjusted Account Value, whichever is less. This fee will be deducted annually
on the anniversary of the Issue Date of your Annuity or, if you surrender your
Annuity during the Annuity Year, the fee is deducted at the time of surrender
unless the surrender is taken within 30 days of most recently assessed Annual
Maintenance Fee. The fee is taken out first from the Sub-accounts pro rata, and
then from the MVA Options (if the amount in the Sub-accounts is insufficient to
pay the fee). The Annual Maintenance Fee is only deducted if the sum of the
Purchase Payments at the time the fee is deducted is less than $100,000. We do
not impose the Annual Maintenance Fee upon annuitization (unless annuitization
occurs on an Annuity anniversary), the payment of a Death Benefit, or a
medically-related full surrender. For Beneficiaries that elect the Beneficiary
Continuation Option, the Annual Maintenance Fee is the lesser of $30 or 2% of
Unadjusted Account Value and is only assessed if the Unadjusted Account Value is
less than $25,000 at the time the fee is assessed. The amount of the Annual
Maintenance Fee may differ in certain states.

your Unadjusted Account Value. The tax charge is designed to approximate the
taxes that we are required to pay and is assessed as a percentage of Purchase
Payments, Surrender Value, or Account Value as applicable. The tax charge
currently ranges up to 3.5%.

We may assess a charge against the Sub-accounts and the MVA Options equal to any
taxes which may be imposed upon the separate accounts.

Insurance Charge: We deduct an Insurance Charge daily based on the annualized
rate shown in the "Summary of Contract Fees and Charges." The charge is assessed
against the assets allocated to the Sub-accounts. The Insurance Charge is the
combination of the Mortality & Expense Risk Charge and the Administration
Charge. The Insurance Charge is intended to compensate Pruco Life for providing
the insurance benefits under each Annuity, including each Annuity's basic Death
Benefit that provides guaranteed benefits to your beneficiaries even if your
Account Value declines, and the risk that persons we guarantee annuity payments
to will live longer than our assumptions. The charge also covers administrative
costs associated with providing the Annuity benefits, including preparation of
the contract and prospectus, confirmation statements, annual account statements
and annual reports, legal and accounting fees as well as various related
expenses. Finally, the charge covers the risk that our assumptions about the
mortality risks and expenses under each Annuity are incorrect and that we have
agreed not to increase these charges over time despite our actual costs. Each
Annuity has a different Insurance Charge during the first 9 Annuity Years.
However, for the L Series, X Series, and C Series, on the Valuation Day
immediately following the 9th Annuity Anniversary, the Insurance Charge drops to
[to be filed by amendment] annually (the B Series Insurance Charge is a constant
[to be filed by amendment]).

Optional Benefits for which we assess a charge: If you elect to purchase
optional benefits, we will deduct an additional charge. For some optional
benefits, the charge is assessed against your Account Value allocated to the
Sub-accounts. These charges are included in the daily calculation of the Unit
Price for each Sub-account. For certain other optional benefits, such as Highest
Daily Lifetime 6 Plus, the charge is assessed against the greater of the
Unadjusted Account Value and the Protected Withdrawal Value and is taken out of
the Sub-accounts quarterly. Please refer to the section entitled "Summary of
Contract Fees and Charges" for the list of charges for each optional benefit.

Settlement Service Charge: If your beneficiary takes the death benefit under a
Beneficiary Continuation Option, the Insurance Charge no longer applies.
However, we then begin to deduct a Settlement Service Charge which is assessed
daily against the assets allocated to the Sub-accounts and is equal to an
annualized charge of 1.00%.

Fees and Expenses Incurred by the Portfolios: Each portfolio incurs total
annualized operating expenses comprised of an investment management fee, other
expenses and any distribution and service (12b-1) fees that may apply. These
fees and expenses are reflected daily by each portfolio before it provides Pruco
Life with the net asset value as of the close of business each Valuation Day.
More detailed information about fees and expenses can be found in the
prospectuses for the portfolios.

MVA OPTION CHARGES

No specific fees or expenses are deducted when determining the rates we credit
to an MVA Option. However, for some of the same reasons that we deduct the
Insurance Charge against the Account Value allocated to the Sub-accounts, we
also take into consideration mortality, expense, administration, profit and
other factors in determining the interest rates we credit to an MVA Option.

ANNUITY PAYMENT OPTION CHARGES

If you select a fixed payment option, the amount of each fixed payment will
depend on the Unadjusted Account Value of your Annuity when you elected to
annuitize. There is no specific charge deducted from these payments; however,
the amount of each annuity payment reflects assumptions about our insurance
expenses. Also, a tax charge may apply.

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES

We may reduce or eliminate certain fees and charges or alter the manner in which
the particular fee or charge is deducted. For example, we may reduce the amount
of any CDSC or the length of time it applies, reduce or eliminate the amount of
the Annual Maintenance Fee or reduce the portion of the total Insurance Charge
that is deducted as an Administration Charge. We will not discriminate unfairly
between Annuity purchasers if and when we reduce any fees and charges.

PURCHASING YOUR ANNUITY

REQUIREMENTS FOR PURCHASING THE ANNUITY

Initial Purchase Payment: Unless we agree otherwise and subject to our rules,
you must make a minimum initial Purchase Payment as follows: $1,000 for the B
Series and $10,000 for the X Series, C Series, and L Series. However, if you
decide to make payments under a systematic investment or an electronic funds
transfer program, we may accept a lower initial Purchase Payment provided that,
within the first Annuity Year, your subsequent Purchase Payments plus your
initial Purchase Payment total the minimum initial Purchase Payment amount
required for the Annuity purchased.

We must approve any initial and additional Purchase Payments where the total
amount of Purchase Payments equal $1,000,000 or more with respect to this
Annuity and any other annuities you are purchasing from us (or that you already
own) and/or our affiliates. Applicable laws designed to counter terrorists and
prevent money laundering might, in certain circumstances, require us to block an
Annuity Owner's ability to make certain transactions, and thereby refuse to
accept Purchase Payments or requests for transfers, partial withdrawals, total
withdrawals, death benefits, or income payments until instructions are received
from the appropriate regulator. We also may be required to provide additional
information about you and your Annuity to government regulators.

Except as noted below, Purchase Payments must be submitted by check drawn on a
U.S. bank, in U.S. dollars, and made payable to Pruco Life. Purchase payments
may also be submitted via 1035 exchange or direct transfer of funds. Under
certain circumstances, Purchase Payments may be transmitted to Pruco Life via
wiring funds through your Financial Professional's broker-dealer firm.
Additional Purchase Payments may also be applied to your Annuity under an
electronic funds transfer, an arrangement where you authorize us to deduct money
directly from your bank account. We may reject any payment if it is received in
an unacceptable form. Our acceptance of a check is subject to our ability to
collect funds.

Once we accept your application, we invest your Purchase Payment in your Annuity
according to your instructions. You can allocate Purchase Payments to one or
more available Investment Options. Investment restrictions will apply if you
elect optional benefits.

Age Restrictions: Unless we agree otherwise and subject to our rules, each of
the Owner(s) and Annuitant(s) must not be older than a maximum issue age as of
the Issue Date of the Annuity as follows: age 85 for the B Series, C Series, and
L Series and age 80 for the X Series. No additional Purchase Payments will be
permitted after age 85 for any of the Annuities. If you purchase a Beneficiary
Annuity, the maximum issue age is 70 based on the Key Life. The availability and
level of protection of certain optional benefits may vary based on the age of
the oldest Owner (or Annuitant, if entity owned) on the Issue Date of the
Annuity or the date of the Owner's death.

Additional Purchase Payments. If allowed by applicable state law, you may make
additional Purchase Payments, provided that the payment is at least $100 (we
impose a $50 minimum for EFT purchases). We may amend this Purchase Payment
minimum, and/or limit the Investment Options to which you may direct Purchase
Payments. You may make additional Purchase Payments, unless the Annuity is held
as a Beneficiary Annuity, at any time before the earlier of the Annuity Date and
the oldest of the Owner's or Annuitant's 86th birthday. However, Purchase
Payments are not permitted after the Account Value is reduced to zero. We may
limit or reject any Purchase Payment. Depending on the tax status of your
Annuity (e.g, if you own the Annuity through an IRA), there may be annual
contribution limits dictated by applicable law. Please see the Tax
Considerations section for additional information on these contribution limits.

Additional Purchase Payments will be allocated to the Investment Options
according to your instructions. If you have not provided any allocation
instructions with the additional Purchase Payment, we will allocate the Purchase
Payment on a pro rata basis to the Sub-accounts in which your Account Value is
then allocated, excluding any Sub-accounts to which you may not electively
allocate Account Value. If your Account Value in the Sub-accounts to which you
may electively allocate Account Value is zero, we will allocate your additional
Purchase Payment to the AST Money Market Sub-account.

PURCHASE CREDITS UNDER THE X SERIES

As detailed below, we apply a "Purchase Credit" to your Annuity's Account Value
with respect to certain Purchase Payments you make under the X Series Annuity.
The Purchase Credit is equal to a percentage of each Purchase Payment. To
determine the amount of the Purchase Credit, we multiply the amount of the
Purchase Payment by the applicable Purchase Credit percentage.

With respect to Purchase Payments (of any amount) received during Annuity Years
[to be filed by amendment], the credit percentage will equal [to be filed by
amendment], so long as the oldest Owner (or Annuitant, if entity owned) of the
Annuity is younger than 82 at the time the Purchase Payment is made. If the
oldest Owner (or Annuitant, if entity owned) is aged 82-85 at the time the
Purchase Payment (of any amount) is made, the credit percentage will equal [to
be filed by amendment] during Annuity Years [to be filed by amendment]. With
respect to Purchase Payments received after the [to be filed by amendment]
Annuity Year, regardless of the Owner or Annuitant's age, the credit percentage
will be [to be filed by amendment].

Credits applied to Purchase Payments for a designated class of Annuity Owners.
We may offer a special class of the Annuity to the following class of
purchasers: (a) current or retired officers, directors, trustees, and employees
(and their immediate families, where "immediate family" includes the spouse,
children, mother and father of the Owner) of Prudential Financial, Inc. and its
affiliates and (b)

current employees and registered representatives (and their
immediate families) of any broker-dealer firm that has a selling agreement with
Prudential Annuities Distributors, Inc. Under those Annuities, with respect to
Purchase Payments (of any amount) received during years [to be filed by
amendment] after the Issue Date, the Purchase Credit percentage will equal [to
be filed by amendment], so long as the oldest Owner is younger than 82 at the
time the Purchase Payment is made. If the oldest Owner is aged 82-85 at the time
the Purchase Payment (of any amount) is made, the Purchase Credit percentage
will equal [to be filed by amendment] during [to be filed by amendment] after
the Issue Date. With respect to Purchase Payments received after the [to be
filed by amendment] Annuity Year, regardless of the owner's age, the Purchase
Credit percentage will be [to be filed by amendment].

Each Purchase Credit is allocated to your Account Value at the time the Purchase
Payment is applied to your Account Value. The amount of the Purchase Credit is
allocated to the Investment Options in the same ratio as the applicable Purchase
Payment is applied.

We do not consider the Purchase Credit as an "investment in the contract" for
income tax purposes.

Example of Applying the Purchase Credit

Initial Purchase Payment

Assume you are 65 years old, you make an initial Purchase Payment of $450,000,
and are not an employee or registered representative (as discussed above). We
would apply a [to be filed by amendment] Purchase Credit to your Purchase
Payment and allocate the amount of the Purchase Credit ([to be filed by
amendment]) to your Account Value in the proportion that your Purchase Payment
is allocated.

Recapture of Purchase Credits. The amount of any Purchase Credit applied to your
X Series Account Value can be recaptured by Pruco Life under certain
circumstances:

.. any Purchase Credit applied to your Account Value on Purchase Payments made
within the period beginning 12 months prior to the Owner's date of death
and ending on the date of Due Proof of Death will be recaptured. We do not
currently recapture any Purchase Credits at the time of spousal assumption
of the Annuity.

.. the amount available under the medically-related surrender portion of the
Annuity will not include the amount of any Purchase Credit associated with
any Purchase Payments made within 12 months of the date the
medically-related surrender is exercised; and

.. if you free look your Annuity, the amount returned to you will not include
the amount of any Purchase Credit.

The amount we recapture will equal the Purchase Credit, without adjustment up or
down for investment performance. Therefore, any gain on the Purchase Credit
amount will not be recaptured. But if there was a loss on the Purchase Credit,
the amount we recapture will still equal the amount of the Purchase Credit.

We do not consider a Purchase Credit to be "investment in the contract" for
income tax purposes.

DESIGNATION OF OWNER, ANNUITANT, AND BENFICIARY

Owner, Annuitant and Beneficiary Designations: We will ask you to name the
Owner(s), Annuitant and one or more Beneficiaries for your Annuity.

.. Owner: The Owner(s) holds all rights under the Annuity. You may name up to
two Owners in which case all ownership rights are held jointly. Generally,
joint owners are required to act jointly; however, if each owner provides
us with an instruction that we find acceptable, we will permit each owner
to act independently on behalf of both owners. All information and
documents that we are required to send you will be sent to the first named
owner. Co-ownership by entity owners or an entity owner and an individual
is not permitted. Refer to the Glossary of Terms for a complete description
of the term "Owner." Prior to annuitization, there is no right of
survivorship (other than any spousal continuance right that may be
available to a surviving spouse).

.. Annuitant: The Annuitant is the person upon whose life we make annuity
payments. You must name an Annuitant who is a natural person. We do not
accept a designation of joint Annuitants during the Accumulation Period. In
limited circumstances and where allowed by law, we may allow you to name
one or more "Contingent Annuitants" with our prior approval. Generally, a
Contingent Annuitant will become the Annuitant if the Annuitant dies before
the Annuity Date. Please refer to the discussion of "Considerations for
Contingent Annuitants" in the Tax Considerations section of the prospectus.
For Beneficiary Annuities, instead of an Annuitant there is a "Key Life"
which is used to determine the annual required distributions.

.. Beneficiary: The Beneficiary is the person(s) or entity you name to receive
the Death Benefit. Your Beneficiary designation should be the exact name of
your Beneficiary, not only a reference to the Beneficiary's relationship to
you. If you use a class designation in lieu of designating individuals
(e.g. "surviving children"), we will pay the class of Beneficiaries as
determined at the time of your death and not the class of Beneficiaries
that existed at the time the designation was made. If no Beneficiary is
named, the Death Benefit will be paid to you or your estate. For
Beneficiary Annuities, instead of a Beneficiary, the term "Successor" is
used.

Your right to make certain designations may be limited if your Annuity is to be
used as an IRA, Beneficiary Annuity or other "qualified" investment that is
given beneficial tax treatment under the Code. You should seek competent tax
advice on the income, estate and gift tax implications of your designations.

"Beneficiary" Annuity

You may purchase an Annuity if you are a Beneficiary of an account that was
owned by a decedent, subject to the following requirements. You may transfer the
proceeds of the decedent's account into one of the Annuities described in this
prospectus and receive distributions that are required by the tax laws. This
transfer option is not available if the proceeds are being transferred from an
annuity issued by us or one of our affiliates and the annuity offers a
"Beneficiary Continuation Option".

Upon purchase, the Annuity will be issued in the name of the decedent for your
benefit. You must take required distributions at least annually, which we will
calculate based on the applicable life expectancy in the year of the decedent's
death, using Table 1 in IRS Publication 590. We do not assess a CDSC (if
applicable) on distributions from your Annuity if you are required by law to
take such distributions from your Annuity at the time it is taken, provided the
amount withdrawn is the amount we calculate and is paid out through a program of
systematic withdrawals that we make available.

For IRAs and Roth IRAs, distributions must begin by December 31 of the year
following the year of the decedent's death. If you are the surviving spouse
Beneficiary, distributions may be deferred until the decedent would have
attained age 70 1/2, however if you choose to defer distributions, you are
responsible for complying with the distribution requirements under the Code, and
you must notify us when you would like distributions to begin. For additional
information regarding the tax considerations applicable to beneficiaries of an
IRA or Roth IRA, see "Required Distributions Upon Your Death for Qualified
Annuity Contracts" in the Tax Considerations section of this prospectus.

For non-qualified Annuities, distributions must begin within one year of the
decedent's death. For additional information regarding the tax considerations
applicable to beneficiaries of a non-qualified Annuity see "Required
Distributions Upon Your Death for Nonqualified Annuity Contracts" in the Tax
Considerations section of this prospectus.

You may take withdrawals in excess of your required distributions, however such
withdrawals may be subject to the Contingent Deferred Sales Charge. Any
withdrawals you take count toward the required distribution for the year. All
applicable charges will be assessed against your Annuity, such as the Insurance
Charge and the Annual Maintenance Fee.

The Annuity provides a basic Death Benefit upon death, and you may name
"successors" who may either receive the Death Benefit as a lump sum or continue
receiving distributions after your death under the Beneficiary Continuation
Option.

Please note the following additional limitations for a Beneficiary Annuity:

.. No additional Purchase Payments are permitted. You may only make a one-time
initial Purchase Payment transferred to us directly from another annuity or
eligible account. You may not make your Purchase Payment as an indirect
rollover, or combine multiple assets or death benefits into a single
contract as part of this Beneficiary Annuity.

.. You may not elect any optional living or death benefits.

.. You may not annuitize the Annuity; no annuity options are available.

.. You may participate only in the following programs: Auto-Rebalancing,
Dollar Cost Averaging (but not the 6 or 12 Month DCA Program), or
Systematic Withdrawals.

.. You may not assign or change ownership of the Annuity, and you may not
change or designate another life upon which distributions are based. A
Beneficiary Annuity may not be co-owned.

.. If the Annuity is funded by means of transfer from another Beneficiary
Annuity with another company, we require that the sending company or the
beneficial owner provide certain information in order to ensure that
applicable required distributions have been made prior to the transfer of
the contract proceeds to us. We further require appropriate information to
enable us to accurately determine future distributions from the Annuity.
Please note we are unable to accept a transfer of another Beneficiary
Annuity where taxes are calculated based on an exclusion amount or an
exclusion ratio of earnings to original investment. We are also unable to
accept a transfer of an annuity that has annuitized.

all of whom must be individuals, as of September 30th of the year following
the year of death of the IRA or Roth IRA owner, or date of Annuity
application if later. The trustee may also be required to provide a copy of
the trust document upon request. If the beneficial owner of the Annuity is
a grantor trust, distributions must be based on the life expectancy of the
grantor. If the beneficial owner of the Annuity is a qualified trust,
distributions must be based on the life expectancy of the oldest
Beneficiary under the trust.

.. If this Beneficiary Annuity is transferred to another company as a tax-free
exchange with the intention of qualifying as a beneficiary annuity with the
receiving company, we may require certifications from the receiving company
that required distributions will be made as required by law.

.. If you are transferring proceeds as Beneficiary of an annuity that is owned
by a decedent, we must receive your transfer request at least 45 days prior
to your first or next required distribution. If, for any reason, your
transfer request impedes our ability to complete your required distribution
by the required date, we will be unable to accept your transfer request.

RIGHT TO CANCEL

You may cancel (or "free look") your Annuity for a refund by notifying us in
Good Order or by returning the Annuity to our Service Office or to the
representative who sold it to you within 10 days after you receive it ( or such
other period as may be required by applicable law). The Annuity can be mailed or
delivered either to us, at our Service Office, or to the representative who sold
it to you. Return of the Annuity by mail is effective on being postmarked,
properly addressed and postage prepaid. Unless otherwise required by applicable
law, the amount of the refund will equal the Account Value as of the Valuation
Day we receive the returned Annuity at our Service Office or the cancellation
request in Good Order, plus any fees or tax charges deducted from the Purchase
Payment. With respect to the X Series, if you return your Annuity, we will not
return any Purchase Credits we applied to your Annuity based on your Purchase
Payments. If you had Account Value allocated to any MVA Option upon your
exercise of the Free Look, we will calculate any applicable MVA with a zero
"liquidity factor". See the section of this prospectus entitled "Market Value
Adjustment Options" which sets forth the MVA formulas.

SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT

You can make additional Purchase Payments to your Annuity by authorizing us to
deduct money directly from your bank account and applying it to your Annuity,
unless the Annuity is held as a Beneficiary Annuity. Investment restrictions
will apply if you elect optional benefits. No additional purchase payments are
permitted if you have elected the Beneficiary Annuity. We may suspend or cancel
electronic funds transfer privileges if sufficient funds are not available from
the applicable financial institution on any date that a transaction is scheduled
to occur.

SALARY REDUCTION PROGRAMS

These types of programs are only available with certain types of qualified
investments. If your employer sponsors such a program, we may agree to accept
periodic Purchase Payments through a salary reduction program as long as the
allocations are not directed to the MVA Options.

MANAGING YOUR ANNUITY

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS

You may change the Owner, Annuitant and Beneficiary designations by sending us a
request in Good Order . However, if the Annuity is held as a Beneficiary
Annuity, the Owner may not be changed and you may not designate another Key Life
upon which distributions are based. Upon an ownership change, any automated
investment or withdrawal programs will be canceled. The new owner must submit
the applicable program enrollment if they wish to participate in such a program.
Where allowed by law, such changes will be subject to our acceptance. Any change
we accept is subject to any transactions processed by us before we receive the
notice of change at our Service Office. Some of the changes we will not accept
include, but are not limited to:

.. a new Owner subsequent to the death of the Owner or the first of any
co-Owners to die, except where a spouse-Beneficiary has become the Owner as
a result of an Owner's death:

.. a new Annuitant subsequent to the Annuity Date if the annuity option
includes a life contingency;

.. a new Annuitant prior to the Annuity Date if the Owner is an entity;

.. a new Owner such that the new Owner is older than the age for which we
would then issue the Annuity as of the effective date of such change,
unless the change of Owner is the result of spousal continuation; and

.. a designation change if the change request is received at our Service
Office after the Annuity Date; or

.. A change of Beneficiary designation if the change request is received at
our Service Office after the Annuity Date.

We reserve the right to reject any proposed change of Owner, Annuitant, or
Beneficiary, as well as any proposed assignment of the Annuity. We will
implement this right on a non-discriminatory basis. There are restrictions on
designation changes when you have elected certain optional benefits. We assume
no responsibility for the validity or tax consequences of any change of
ownership.

Death Benefit Suspension Upon Change of Owner or Annuitant. If there is a change
of Owner or Annuitant, the change may affect the amount of the Death Benefit.
See the Death Benefits and Optional Death Benefit Riders section of this
prospectus for additional details.

Spousal Designations

If an Annuity is co-owned by spouses, we will assume that the sole primary
Beneficiary is the surviving spouse that was named as the co-owner unless you
elect an alternative Beneficiary designation.

Depending on the state in which your annuity is issued, we may offer certain
spousal benefits to civil union couples or same-sex marriages. You should be
aware, however, that federal tax law does not recognize civil unions or same-sex
marriages. Therefore, we cannot permit a civil union partner or same-sex spouse
to continue the annuity upon the death of the first partner within the meaning
of the federal tax law. This limits the benefits afforded a civil union partner
or same-sex spouse under the annuity's "spousal continuance" provision. Civil
union couples and same-sex marriage spouses should consider that limitation
before selecting a spousal benefit under the annuity.

Contingent Annuitant

Generally, if an Annuity is owned by an entity and the entity has named a
Contingent Annuitant, the Contingent Annuitant will become the Annuitant upon
the death of the Annuitant, and no Death Benefit is payable. Unless we agree
otherwise, the Annuity is only eligible to have a Contingent Annuitant
designation if the entity which owns the Annuity is (1) a plan described in
Internal Revenue Code Section 72(s)(5)(A)(i) (or any successor Code section
thereto); (2) an entity described in Code Section 72(u)(1) (or any successor
Code section thereto); or (3) a Custodial Account as described in the above
section.

.. Where the Annuity is held by a Custodial Account, the Contingent Annuitant
will not automatically become the Annuitant upon the death of the
Annuitant. Upon the death of the Annuitant, the Custodial Account will have
the choice, subject to our rules, to either elect to receive the Death
Benefit or elect to continue the Annuity. If the Custodial Account elects
to continue the Annuity, the Death Benefit payable will equal the Death
Benefit described in spousal continuation section of the Death Benefits and
Optional Death Benefit Riders section of this prospectus.

See the section above entitled "Spousal Designations" for more information about
how the Annuity can be continued by a Custodial Account.

MANAGING YOUR ACCOUNT VALUE

There are several programs we administer to help you manage your Account Value,
as described in this section..

DOLLAR COST AVERAGING PROGRAMS

We offer Dollar Cost Averaging Programs during the Accumulation Period. In
general, Dollar Cost Averaging allows you to systematically transfer an amount
periodically from one Sub-account to one or more other Sub-accounts. You can
choose to transfer earnings only, principal plus earnings or a flat dollar
amount. You may elect a Dollar Cost Averaging program that transfers amounts
monthly, quarterly, semi-annually, or annually from Sub-accounts (if you make no
selection, we will effect transfers on a monthly basis). In addition, you may
elect the 6 or 12 Month DCA Program described below.

There is no guarantee that Dollar Cost Averaging will result in a profit or
protect against a loss in a declining market. We do not deduct a charge for
participating in a Dollar Cost Averaging program.

6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM (THE "6 OR 12 MONTH DCA PROGRAM")

The 6 or 12 Month DCA Program is subject to our rules at the time of election
and may not be available in conjunction with other programs and benefits we make
available. We may discontinue, modify or amend this program from time to time.

Criteria for Participating in the Program

.. You may only allocate Purchase Payments to the DCA MVA Options. You may not
transfer Account Value into this program. To institute a program, you must
allocate at least $2,000 to the DCA MVA Options.

.. As part of your election to participate in the 6 or 12 Month DCA Program,
you specify whether you want 6 or 12 monthly transfers under the Program.
We then set the monthly transfer amount, by dividing the Purchase Payment
you have allocated to the DCA MVA Options by the number of months. For
example, if you allocated $6,000, and selected a 6 month DCA Program, we
would transfer $1,000 each month. We will adjust the monthly transfer
amount if, during the transfer period, the amount allocated to the DCA MVA
Options is reduced. In that event, we will re-calculate the amount of each
remaining transfer by dividing the amount in the DCA MVA Option (including
any interest) by the number of remaining transfers. If the recalculated
transfer amount is below the minimum transfer required by the program, we
will transfer the remaining amount from the DCA MVA Option on the next
scheduled transfer and terminate the program.

.. We impose no fee for your participation in the 6 or 12 Month DCA Program.

.. You may cancel the DCA Program at any time. If you do, we will transfer any
remaining amount held within the DCA MVA Options according to your
instructions, subject to any applicable MVA. If you do not provide any such
instructions, we will transfer any remaining amount held in the DCA MVA
Options on a pro rata basis to the Sub-accounts in which you are invested
currently, excluding any Sub-accounts to which you are not permitted to
electively allocate or transfer Account Value. If any such Sub-account is
no longer available, we may allocate the amount that would have been
applied to that Sub-account to the AST Money Market Sub-account.

.. We credit interest to amounts held within the DCA MVA Options at the
applicable declared rates. We credit such interest until the earliest of
the following (a) the date the entire amount in the DCA MVA Option has been
transferred out; (b) the date the entire amount in the DCA MVA Option is
withdrawn; (c) the date as of which any Death Benefit payable is
determined, unless the Annuity is continued by a spouse Beneficiary; or (d)
the Annuity Date.

.. The interest rate earned in a DCA MVA Option will be no less than the
minimum guaranteed interest rate. We may, from time to time, declare new
interest rates for new Purchase Payments that are higher than the minimum
guaranteed interest rate. Please note that the interest rate that we apply
under the 6 or 12 Month DCA Program is applied to a declining balance.
Therefore, the dollar amount of interest you receive will decrease as
amounts are systematically transferred from the DCA MVA Option to the
Sub-accounts, and the effective interest rate earned will therefore be less
than the declared interest rate.

Details Regarding Program Transfers

.. Transfers made under this Program are not subject to any MVA.

.. Any withdrawals, transfers, or fees deducted from the DCA MVA Options will
reduce the amount in the DCA MVA Options. If you have only one 6 or 12
Month DCA Program in operation, withdrawals, transfers, or fees may be
deducted from the DCA MVA Options associated with that Program. You may,
however, have more than one 6 or 12 Month DCA Program operating at the same

time (so long as any such additional 6 or 12 Month DCA Program is of the
same duration). For example, you may have more than one 6 month DCA Program
running, but may not have a 6 month Program running simultaneously with a
12 month Program.

.. 6 or 12 Month DCA transfers will begin on the date the DCA MVA Option is
established (unless modified to comply with state law) and on each month
following until the entire principal amount plus earnings is transferred.

.. We do not count transfers under the 6 or 12 Month DCA Program against the
number of free transfers allowed under your Annuity.

.. The minimum transfer amount is $100, although we will not impose that
requirement with respect to the final amount to be transferred under the
Program.

.. If you are not participating in an optional benefit, we will make transfers
under the 6 or 12 month DCA Program to the Sub-accounts that you specified
upon your election of the Program. If you are participating in any optional
benefit, we will allocate amounts transferred out of the DCA MVA Options in
the following manner: (a) if you are participating in the Custom Portfolios
Program, we will allocate to the Sub-accounts in accordance with the rules
of that program (b) if you are not participating in the Custom Portfolios
Program, we will make transfers under the Program to the Sub-accounts that
you specified upon your election of the Program, provided those
instructions comply with the allocation requirements for the optional
benefit and (c) whether or not you participate in the Custom Portfolios
Program, no portion of our monthly transfer under the 6 or 12 Month DCA
Program will be directed initially to the AST Investment Grade Bond
Portfolio Sub-account used with the optional benefit (although the DCA MVA
Option is treated as a "Permitted Sub-account" for purposes of transfers
made by any predetermined mathematical formula associated with the optional
benefit).

.. If you are participating in an optional benefit and also are participating
in the 6 or 12 Month DCA Program, and the formula under the benefit
dictates a transfer from the Permitted Sub-accounts to the applicable AST
Investment Grade Bond Portfolio Sub-account, then the amount to be
transferred will be taken entirely from the Sub-accounts, provided there is
sufficient Account Value in those Sub-accounts to meet the required
transfer amount. Only if there is insufficient Account Value in those
Sub-accounts will an amount be transferred from the DCA MVA Options
associated with the 6 or 12 Month DCA Program. Amounts transferred from the
DCA MVA Options under the formula will be taken on a last-in, first-out
basis.

.. If you are participating in one of our automated withdrawal programs (e.g.,
Systematic Withdrawals), we may include within that withdrawal program
amounts held within the DCA MVA Options. Such withdrawals will be assessed
any applicable MVA. If you have elected any optional living benefit, any
withdrawals will be taken on a pro rata basis from your Sub-accounts and
the DCA MVA Options.

AUTOMATIC REBALANCING PROGRAMS

During the Accumulation Period, we offer Automatic Rebalancing among the
Sub-accounts you choose. You can choose to have your Account Value rebalanced
monthly, quarterly, semi-annually, or annually. On the appropriate date, the
Sub-accounts you choose are rebalanced to the allocation percentages you
requested. With Automatic Rebalancing, we transfer the appropriate amount from
the "overweighted" Sub-accounts to the "underweighted" Sub-accounts to return
your allocations to the percentages you request. For example, over time the
performance of the Sub-accounts will differ, causing your percentage allocations
to shift. You may make additional transfers; however, the Automatic Rebalancing
program will not reflect such transfers unless we receive instructions from you
indicating that you would like to adjust the program. There is no minimum
Account Value required to enroll in Automatic Rebalancing. All rebalancing
transfers as part of an Automatic Rebalancing program are not included when
counting the number of transfers each year toward the maximum number of free
transfers. We do not deduct a charge for participating in an Automatic
Rebalancing program. Participation in the Automatic Rebalancing program may be
restricted if you are enrolled in certain other optional programs. Sub-accounts
that are part of a systematic withdrawal program or Dollar Cost Averaging
program will be excluded from an Automatic Rebalancing program.

FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS

Unless you direct otherwise, your Financial Professional may forward
instructions regarding the allocation of your Account Value, and request
financial transactions involving investment options. If your Financial
Professional has this authority, we deem that all such transactions that are
directed by your Financial Professional with respect to your Annuity have been
authorized by you. You will receive a confirmation of any financial transaction
involving the purchase or sale of Units of your Annuity. You must contact us
immediately if and when you revoke such authority. We will not be responsible
for acting on instructions from your Financial Professional until we receive
notification of the revocation of such person's authority. We may also suspend,
cancel or limit these authorizations at any time. In addition, we may restrict
the Investment Options available for transfers or allocation of Purchase
Payments by such Financial Professional. We will notify you and your Financial
Professional if we implement any such restrictions or prohibitions.

Please Note: Contracts managed by your Financial Professional also are subject
to the restrictions on transfers between investment options that are discussed
in the section below entitled "RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT
OPTIONS" We may also require that your Financial Professional transmit all
financial transactions using the electronic trading functionality available
through our Internet website (www.prudential.com). Limitations that we may
impose on your Financial Professional under the terms of an administrative
agreement (e.g., a custodial agreement) do not apply to financial transactions
requested by an Owner on their own behalf, except as otherwise described in this
prospectus.

RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS

During the accumulation period you may transfer Account Value between Investment
Options subject to the restrictions outlined below. Transfers are not subject to
taxation on any gain. We do not currently require a minimum amount in each
Sub-account you allocate Account Value to at the time of any allocation or
transfer. Although we do not currently impose a minimum transfer amount, we
reserve the right to require that any transfer be at least $50.

Transfers under this Annuity consist of those you initiate or those made under a
systematic program, such as the 6 or 12 Month DCA Program, another dollar cost
averaging program, or pursuant to a mathematical formula required as part of an
optional benefit (e.g., Highest Daily Lifetime 6 Plus). The transfer
restrictions discussed in this section apply only to the former type of transfer
(i.e., a transfer that you initiate).

Once you have made 20 transfers among the Sub-accounts during an Annuity Year,
we will accept any additional transfer request during that year only if the
request is submitted to us in writing with an original signature and otherwise
is in Good Order. For purposes of this 20 transfer limit, we (i) do not view a
facsimile transmission as a "writing", (ii) will treat multiple transfer
requests submitted on the same Valuation Day as a single transfer, and (iii) do
not count any transfer that solely involves Sub-accounts corresponding to the
AST Money Market Portfolio, or any transfer that involves one of our systematic
programs, such as automated withdrawals.

Frequent transfers among Sub-accounts in response to short-term fluctuations in
markets, sometimes called "market timing," can make it very difficult for a
portfolio manager to manage a portfolio's investments. Frequent transfers may
cause the portfolio to hold more cash than otherwise necessary, disrupt
management strategies, increase transaction costs, or affect performance. Each
Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
transfers (i.e., the Sub-account corresponding to the AST Money Market
portfolio), and we encourage Owners seeking frequent transfers to utilize those
Sub-accounts. In light of the risks posed to Owners and other investors by
frequent transfers, we reserve the right to limit the number of transfers in any
Annuity Year for all existing or new Owners and to take the other actions
discussed below. We also reserve the right to limit the number of transfers in
any Annuity Year or to refuse any transfer request for an Owner or certain
Owners if: (a) we believe that excessive transfer activity (as we define it) or
a specific transfer request or group of transfer requests may have a detrimental
effect on Unit Values or the share prices of the portfolios; or (b) we are
informed by a portfolio (e.g., by the portfolio's portfolio manager) that the
purchase or redemption of shares in the portfolio must be restricted because the
portfolio believes the transfer activity to which such purchase and redemption
relates would have a detrimental effect on the share prices of the affected
portfolio. Without limiting the above, the most likely scenario where either of
the above could occur would be if the aggregate amount of a trade or trades
represented a relatively large proportion of the total assets of a particular
portfolio. In furtherance of our general authority to restrict transfers as
described above, and without limiting other actions we may take in the future,
we have adopted the following specific restrictions:

.. With respect to each Sub-account (other than the AST Money Market
Sub-account), we track amounts exceeding a certain dollar threshold that
were transferred into the Sub-account. If you transfer such amount into a
particular Sub-account, and within 30 calendar days thereafter transfer
(the "Transfer Out") all or a portion of that amount into another
Sub-account, then upon the Transfer Out, the former Sub-account becomes
restricted (the "Restricted Sub-account"). Specifically, we will not permit
subsequent transfers into the Restricted Sub-account for 90 calendar days
after the Transfer Out if the Restricted Sub-account invests in a
non-international portfolio, or 180 calendar days after the Transfer Out if
the Restricted Sub-account invests in an international portfolio. For
purposes of this rule, we (i) do not count transfers made in connection
with one of our systematic programs, such as automated withdrawals; (ii) do
not count any transfer that solely involves the AST Money Market Portfolio;
and (iii) do not categorize as a transfer the first transfer that you make
after the Issue Date, if you make that transfer within 30 calendar days
after the Issue Date. Even if an amount becomes restricted under the
foregoing rules, you are still free to redeem the amount from your Annuity
at any time.

.. We reserve the right to effect exchanges on a delayed basis for all
Annuities. That is, we may price an exchange involving the Sub-accounts on
the Valuation Day subsequent to the Valuation Day on which the exchange
request was received. Before implementing such a practice, we would issue a
separate written notice to Owners that explains the practice in detail.

If we deny one or more transfer requests under the foregoing rules, we will
inform you or your Financial Professional promptly of the circumstances
concerning the denial.

There are contract owners of different variable annuity contracts that are
funded through the same Separate Account that may not be subject to the
above-referenced transfer restrictions and, therefore, might make more numerous
and frequent transfers than contract owners who are subject to such limitations.
Finally, there are contract owners of other variable annuity contracts or
variable life contracts that are issued by Pruco Life as well as other insurance
companies that have the same underlying mutual fund portfolios available to
them. Since some contract owners are not subject to the same transfer
restrictions, unfavorable consequences associated with such frequent trading
within the underlying mutual fund (e.g., greater portfolio turnover, higher
transaction costs, or performance or tax issues) may affect all contract owners.
Similarly, while contracts managed by a Financial Professional are subject to
the restrictions on transfers between investment options that are discussed
above, if the advisor manages a number of contracts in the same fashion
unfavorable consequences may be associated with management activity since it may
involve the movement of a substantial portion of an underlying

mutual fund's assets which may affect all contract owners invested in the
affected options. Apart from jurisdiction-specific and contract differences in
transfer restrictions, we will apply these rules uniformly (including contracts
managed by an Financial Professional) and will not waive a transfer restriction
for any Owner.

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

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

A portfolio also may assess a short term trading fee (redemption fee) in
connection with a transfer out of the Sub-account investing in that portfolio
that occurs within a certain number of days following the date of allocation to
the Sub-account. Each portfolio determines the amount of the short term trading
fee and when the fee is imposed. The fee is retained by or paid to the portfolio
and is not retained by us. The fee will be deducted from your Account Value, to
the extent allowed by law. At present, no portfolio has adopted a short-term
trading fee.

ACCESS TO ACCOUNT VALUE

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU

During the Accumulation Period you can access your Account Value through partial
withdrawals, Systematic Withdrawals, and where required for tax purposes,
Required Minimum Distributions. You can also surrender your Annuity at any time.
Depending on your instructions, we may we may deduct a portion of the Account
Value being withdrawn or surrendered as a CDSC. If you surrender your Annuity,
in addition to any CDSC, we may deduct the Annual Maintenance Fee, any Tax
Charge that applies and the charge for any optional benefits and may impose an
MVA. Certain amounts may be available to you each Annuity Year that are not
subject to a CDSC. These are called "Free Withdrawals." Unless you notify us
differently as permitted, withdrawals are taken pro rata (i.e. "pro rata"
meaning that the percentage of each Investment Option withdrawn is the same
percentage that the investment option bears to the total Account Value). Each of
these types of distributions is described more fully below.

TAX IMPLICATIONS FOR DISTRIBUTIONS

Prior to Annuitization

A distribution prior to annuitization is deemed to come first from any "gain" in
your Annuity and second as a return of your "tax basis", if any. Distributions
from your Annuity are generally subject to ordinary income taxation on the
amount of any investment gain unless the distribution qualifies as a non-taxable
exchange or transfer. If you take a distribution prior to the taxpayer's age 59
1/2, you may be subject to a 10% penalty in addition to ordinary income taxes on
any gain. You may wish to consult a professional tax advisor for advice before
requesting a distribution.

During the Annuitization Period

During the annuitization period, a portion of each annuity payment is taxed as
ordinary income at the tax rate you are subject to at the time of the payment.
The Code and regulations have "exclusionary rules" that we use to determine what
portion of each annuity payment should be treated as a return of any tax basis
you have in your Annuity. Once the tax basis in your Annuity has been
distributed, the remaining annuity payments are taxable as ordinary income. The
tax basis in your Annuity may be based on the tax-basis from a prior contract in
the case of a 1035 exchange or other qualifying transfer.

For more information, see "Tax Considerations".

FREE WITHDRAWAL AMOUNTS

You can make a full or partial withdrawal from any of the Annuities during the
accumulation period, although a CDSC, MVA, and tax consequences may apply. A
CDSC may apply to the B Series, L Series, and X Series, but each Annuity offers
a "Free Withdrawal" amount. The Free Withdrawal amount is the amount that can be
withdrawn from your Annuity each Annuity Year without the application of any
CDSC. The Free Withdrawal amount during each Annuity Year is equal to 10% of all
Purchase Payments that are currently subject to a CDSC. Withdrawals made within
an Annuity Year reduce the Free Withdrawal amount available for the remainder of
the Annuity Year. If you do not make a withdrawal during an Annuity Year, you
are not allowed to carry over the Free Withdrawal amount to the next Annuity
Year.

.. The Free Withdrawal amount is not available if you choose to surrender your
Annuity. Amounts withdrawn as a Free Withdrawal do not reduce the amount of
CDSC that may apply upon a subsequent withdrawal or surrender of your
Annuity.

.. You can also make withdrawals in excess of the Free Withdrawal amount. The
minimum partial withdrawal you may request is $100.

To determine if a CDSC applies to partial withdrawals, we:

1. First determine what, if any, amounts qualify as a Free Withdrawal. These
amounts are not subject to the CDSC.

2. Next determine what, if any, remaining amounts are withdrawals of Purchase
Payments. Amounts in excess of the Free Withdrawal amount will be treated as
withdrawals of Purchase Payments unless all Purchase Payments have been
previously withdrawn. These amounts may be subject to the CDSC. Purchase
Payments are withdrawn on a first-in, first-out basis. We withdraw your oldest
Purchase Payments first so that the lowest CDSC will apply to the amount
withdrawn.

3. Withdraw any remaining amounts from any other Account Value. These amounts
are not subject to the CDSC.

You may request a withdrawal for an exact dollar amount that assumes that any
CDSC, MVA, or tax withholding already has been taken out (called a "net
withdrawal"). Alternatively, you may request a "gross" withdrawal amount, with
the understanding that the amount you actually receive will be less - reflecting
any CDSC, MVA, or tax withholding. If you request a net withdrawal, the amount
deducted from your Account Value to pay the CDSC may also be subject to a CDSC.
If you do not provide instruction on how you want the withdrawal processed, we
will process the withdrawal as a gross withdrawal. We will deduct the partial
withdrawal from your Account Value in accordance with your instructions,
although if you are participating in an optional Living benefit, your withdrawal
must be taken pro rata from each of your Investment Options. For purposes of
calculating the applicable portion to deduct from the MVA Options, the Account
Value in all your MVA Options is deemed to be in one Investment Option. If you
provide no instructions, then (a) we will take the withdrawal from your
Sub-accounts and MVA Options in the same proportion that each such investment
option represents to your total Account Value; (b) with respect to MVA Options
with different amounts of time remaining until maturity, we take the withdrawal
from the MVA Option with the shortest remaining duration, followed by the MVA
Option with the next-shortest remaining duration (if needed to satisfy the
withdrawal request) and so forth; (c) with respect to multiple MVA Options that
have the same duration remaining until maturity, we take the withdrawal first
from the MVA Option with the shortest overall Guarantee Period ;and (d) with
respect to multiple MVA Options that have both the same Guarantee Period length
and duration remaining until the end of the Guarantee Period, we take the
withdrawal pro rata from each such MVA Option.

Please be aware that although a given withdrawal may qualify as a Free
Withdrawal for purposes not incurring a CDSC, the amount of the withdrawal could
exceed the Annual Income Amount under one of the Highest Daily Lifetime 6 Plus
benefits (or the LIA Amount, under Highest Daily Lifetime 6 Plus with LIA). In
that scenario, the withdrawal would be deemed an "excess withdrawal" - thereby
reducing your Annual Income Amount (or LIA Amount) for future years.

SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD

You can receive Systematic Withdrawals of earnings only, or a flat dollar
amount. Systematic Withdrawals may be subject to a CDSC and/or an MVA. We will
determine whether a CDSC applies and the amount in the same way as we would for
a partial withdrawal.

Systematic Withdrawals can be made from Account Value allocated to the
Sub-accounts or certain MVA Options. There is no minimum Surrender Value we
require to allow you to begin a program of Systematic Withdrawals. The minimum
amount for each Systematic Withdrawal is $100. If any scheduled Systematic
Withdrawal is for less than $100 (which may occur under a program that provides
payment of an amount equal to the earnings in your Annuity for the period
requested), we may postpone the withdrawal and add the expected amount to the
amount that is to be withdrawn on the next scheduled Systematic Withdrawal.

We will withdraw systematic withdrawals from the Investment Options you have
designated. Unless you notify us differently as permitted, withdrawals are taken
pro rata based on the Account Value in the Investment Options at the time we
receive your withdrawal

request (i.e. "pro rata" meaning that the percentage of each Investment Option
withdrawn is the same percentage that the Investment Option bears to the total
Account Value).

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE

If your Annuity is used as a funding vehicle for certain retirement plans that
receive special tax treatment under Sections 401, 403(b), 408 or 408A of the
Code, Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive distributions
as a series of "substantially equal periodic payments." For Annuities issued as
non-qualified annuities, the Code may provide a similar exemption from penalty
under Section 72(q) of the Code. Systematic withdrawals occurring under these
provisions in any Annuity Year that exceed the maximum amount available as a
free withdrawal will be subject to any applicable CDSC. To request a program
that complies with Sections 72(t)/72(q), you must provide us with certain
required information in writing on a form acceptable to us. We may require
advance notice to allow us to calculate the amount of 72(t)/72(q) withdrawals.
There is no minimum Surrender Value we require to allow you to begin a program
for withdrawals under Sections 72(t)/72(q). The minimum amount for any such
withdrawal is $100 and payments may be made monthly, quarterly, semi-annually or
annually.

You may also annuitize your Annuity and begin receiving payments for the
remainder of your life (or life expectancy) as a means of receiving income
payments before age 59 1/2 that are not subject to the 10% penalty.

Please note that if a withdrawal under Sections 72(t) or 72(q) was scheduled to
be effected between December 25th and December 31st of a given year, then we
will implement the withdrawal on the last Valuation Day prior to Christmas of
that year.

REQUIRED MINIMUM DISTRIBUTIONS

Required Minimum Distributions are a type of Systematic Withdrawal we allow to
meet distribution requirements under Sections 401, 403(b) or 408 of the Code.
Required Minimum Distribution rules do not apply to Roth IRAs during the Owner's
lifetime. Under the Code, you may be required to begin receiving periodic
amounts from your Annuity. In such case, we will allow you to make Systematic
Withdrawals in amounts that satisfy the minimum distribution rules under the
Code. We do not assess a CDSC (if applicable) on Required Minimum Distributions
from your Annuity if you are required by law to take such Required Minimum
Distributions from your Annuity at the time it is taken, provided the amount
withdrawn is the amount we calculate as the Required Minimum Distribution and is
paid out through a program of systematic withdrawals that we make available.
However, a CDSC (if applicable) may be assessed on that portion of a Systematic
Withdrawal that is taken to satisfy the Required Minimum Distribution provisions
in relation to other savings or investment plans under other qualified
retirement plans.

The amount of the Required Minimum Distribution for your particular situation
may depend on other annuities, savings or investments. We will only calculate
the amount of your Required Minimum Distribution based on the value of your
Annuity. We require three (3) days advance written notice to calculate and
process the amount of your payments. You may elect to have Required Minimum
Distributions paid out monthly, quarterly, semi-annually or annually. The $100
minimum amount that applies to Systematic Withdrawals applies to monthly
Required Minimum Distributions but does not apply to Required Minimum
Distributions taken out on a quarterly, semi-annual or annual basis.

You may also annuitize your Annuity and begin receiving payments for the
remainder of your life (or life expectancy) as a means of receiving income
payments and satisfying the Required Minimum Distribution provisions under the
Code. Please see " Living Benefits" for further information relating to Required
Minimum Distributions if you own that benefit.

In any year in which the requirement to take Required Minimum Distributions is
suspended by law, we reserve the right, in our sole discretion and regardless of
any position taken on this issue in a prior year, to treat any amount that would
have been considered as a Required Minimum Distribution if not for the
suspension as eligible for treatment as described herein.

Please note that if a Required Minimum Distribution was scheduled to be effected
between December 25th and December 31st of a given year, then we will implement
the Required Minimum Distribution on the last Valuation Day prior to Christmas
of that year.

See "Tax Considerations" for a further discussion of Required Minimum
Distributions.

SURRENDERS

SURRENDER VALUE

During the Accumulation Period you can surrender your Annuity at any time, and
will receive the Surrender Value. Upon surrender of your Annuity, you will no
longer have any rights under the surrendered Annuity. Your Surrender Value is
equal to the Account Value (which includes the effect of any MVA) less any
applicable CDSC, any applicable tax charges, any charges assessable as a
deduction from the Account Value for any optional benefits provided by rider or
endorsement, and any Annual Maintenance Fee.

MEDICALLY-RELATED SURRENDERS

Where permitted by law, you may request to surrender all or part of your B
Series, X Series, or L Series Annuity prior to the Annuity Date without
application of any otherwise applicable CDSC upon occurrence of a
medically-related "Contingency Event" as described below.

If you request a full surrender, the amount payable will be your Account Value
minus the amount of any Purchase Credits applied within 12 months prior to your
request in Good Order to surrender your Annuity under this provision. With
respect to partial surrenders, we similarly reserve the right to recapture
Purchase Credits. Any applicable MVA will apply to a medically-related
surrender.

This waiver of any applicable CDSC is subject to our rules in place at the time
of your request, which currently include but are not limited to the following:

.. If the Owner is an entity, the Annuitant must have been named or any change
of Annuitant must have been accepted by us, prior to the "Contingency
Event" described below in order to qualify for a medically-related
surrender;

.. If the Owner is an entity, the Annuitant must be alive as of the date we
pay the proceeds of such surrender request;

.. If the Owner is one or more natural persons, all such Owners must also be
alive at such time;

.. We must receive satisfactory proof of the Owner's (or the Annuitant's if
entity-owned) confinement in a Medical Care Facility or Fatal Illness in
writing on a form satisfactory to us; and

.. no additional Purchase Payments can be made to the Annuity.

We reserve the right to impose a maximum amount of medically-related surrender.
That is, if the amount of a partial medically-related withdrawal request, when
added to the aggregate amount of medically-related surrenders you have taken
previously under this Annuity and any other annuities we have issued to you
exceeds a maximum amount that we may specify, we reserve the right to treat your
partial withdrawal request as a request for a full surrender. A "Contingency
Event" occurs if the Owner (or Annuitant if entity-owned) is:

. first confined in a "Medical Care Facility" after the Issue Date and
while the Annuity is in force, remains confined for at least 90
consecutive days, and remains confined on the date we receive the
Medically Related surrender request at our Service Office; or

. first diagnosed as having a "Fatal Illness" after the Issue Date and
while the Annuity is in force. We may require a second or third
opinion (at our expense) by a physician chosen by us regarding a
diagnosis of Fatal Illness. We will pay for any such second or third
opinion.

"Fatal Illness" means a condition (a) diagnosed by a licensed physician; and (b)
that is expected to result in death within 24 months after the diagnosis in 80%
of the cases diagnosed with the condition. "Medical Care Facility" means a
facility operated and licensed pursuant to the laws of any United States
jurisdiction providing medically-necessary in-patient care, which is (a)
prescribed by a licensed physician in writing; (b) recognized as a general
hospital or long-term care facility by the proper authority of the United States
jurisdiction in which it is located; (c) recognized as a general hospital by the
Joint Commission on the Accreditation of Hospitals; and (d) certified as a
hospital or long-term care facility; OR (e) a nursing home licensed by the
United States jurisdiction in which it is located and offers the services of a
Registered Nurse (RN) or Licensed Practical Nurse (LPN) 24 hours a day that
maintains control of all prescribed medications dispensed and daily medical
records. Specific details and definitions in relation to this benefit may differ
in certain jurisdictions. This benefit may not be available in all states.

ANNUITY OPTIONS

We currently make annuity options available that provide fixed annuity payments.
Fixed options provide the same amount with each payment. Please refer to the
"Living Benefits" section below for a description of annuity options that are
available when you elect one of the living benefits. Please note that
annuitization involves converting your Account Value to an annuity payment
stream, the length of which depends on the terms of the applicable annuity
option. Thus, once annuity payments begin, your death benefit is determined
solely under the terms of the applicable annuity payment option, and you no
longer participate in any optional living benefit (unless you have annuitized
under that benefit).

the oldest of any Owner and Annuitant (whichever occurs first). Certain annuity
options may not be available depending on the age of the Annuitant. If needed,
we will require proof in Good Order of the Annuitant's age before commencing
annuity payments. Likewise, we may require proof in Good Order that an Annuitant
is still alive, as a condition of our making additional annuity payments while
the Annuitant lives. We will seek to recover life income annuity payments that
we made after the death of the Annuitant.

If the initial annuity payment would be less than $100, we will not allow you to
annuitize. Instead, we will pay you your current Unadjusted Account Value in a
lump sum and terminate your Annuity. Similarly, we reserve the right to pay your
Unadjusted Account Value in a lump sum, rather than allow you to annuitize, if
the surrender value of your Annuity is less than $2000 on the date on which you
would annuitize.

Once annuity payments begin, you no longer receive benefits under any optional
living benefit (unless you have annuitized under that benefit) or the Death
Benefit(s) described below.

Certain of these annuity options may be available to Beneficiaries who choose to
receive the Death Benefit proceeds as a series of payments instead of a lump sum
payment.

Please note that you may not annuitize within the first three Annuity Years.

For Beneficiary Annuities, no annuity payments are available and all references
to an Annuity Date are not applicable.

Option 1

Annuity Payments for a Period Certain: Under this option, we will make equal
payments for the period chosen, up to 25 years (but not to exceed life
expectancy). The annuity payments may be made monthly, quarterly, semiannually,
or annually, as you choose, for the fixed period. If the annuitant dies during
the income phase, payments will continue to the Beneficiary (or your estate if
no Beneficiary is named) for the remainder of the period certain. If the
Beneficiary so chooses, we will make a single lump sum payment. The amount of
the lump sum payment is determined by calculating the present value of the
unpaid future payments. This is done by using the interest rate used to compute
the actual payments. We will not offer a period certain that exceeds the life
expectancy of the Annuitant at the time the Annuity Option becomes effective, as
computed under applicable IRS tables.

Option 2

Life Income Annuity Option With a Period Certain: Under this option, income is
payable monthly, quarterly, semiannually, or annually for the number of years
selected (the "period certain"), subject to our then current rules, and
thereafter until the death of the Annuitant. Should the Annuitant die before the
end of the period certain, the remaining period certain payments are paid to the
named Beneficiary, or your estate if no Beneficiary is named, until the end of
the period certain. If an annuity option is not selected by the Annuity Date,
this is the option we will automatically select for you, using a period certain
of 8 years, unless prohibited by applicable law. If the Annuitant's life
expectancy is less than the period certain, we will institute a shorter period
certain, determined according to applicable IRS tables. If the life income
annuity option is prohibited by applicable law, then we will pay you a lump sum
in lieu of this option.

Other Annuity Options

We may make available other annuity options not described above. At the time
annuity payments are chosen, we may make available to you any of the fixed
annuity options that are offered at your Annuity Date. Currently, we make
available one annuity option that makes payments for the life of the Annuitant,
and another annuity option that makes payments for the life of the Annuitant and
his/her spouse. Under the payments for life option, income is payable
periodically until the death of the Annuitant. The Annuitant is the person or
persons upon whose life annuity payments are based. No additional annuity
payments are made after the death of the Annuitant. Since no minimum number of
payments is guaranteed, this option offers the largest potential number of
periodic payments of the life contingent annuity options. It is possible that
only one payment will be payable if the death of the Annuitant occurs before the
date the second payment was due, and no other payments nor death benefits would
be payable. Under the payments based on joint lives option, income is payable
periodically during the joint lifetime of two Annuitants, ceasing with the last
payment prior to the survivor's death. No minimum number of payments is
guaranteed under this option. It is possible that only one payment will be
payable if the death of all the Annuitants occurs before the date the second
payment was due, and no other payments or death benefits would be payable. We
reserve the right to cease offering those life-only annuity options.

CHOOSING THE ANNUITY PAYMENT OPTION

You have a right to choose your annuity start date provided that it is no later
than the Latest Annuity Date indicated above. If you have not provided us with
your Annuity Date or annuity payment option in writing, then your Annuity Date
will be the Latest Annuity Date indicated above. Certain annuity options and/or
periods certain may not be available, depending on the age of the Annuitant. If
a CDSC is still remaining on your Annuity, any period certain must be at least
10 years (or the maximum period certain available, if life expectancy is less
than 10 years). In addition, certain annuity payment options may not be
available if your Annuity Date occurs during the period that a CDSC would apply.

LIVING BENEFITS

Pruco Life offers different optional benefits, for an additional charge, that
can provide investment protection for Owners while they are alive. No optional
living benefit may be elected if your Annuity is held as a Beneficiary Annuity.
Notwithstanding the additional protection provided under the optional Living
Benefits, the additional cost has the impact of reducing net performance of the
Investment Options. Each optional benefit offers a distinct type of guarantee,
regardless of the performance of the Sub-accounts, that may be appropriate for
you depending on the manner in which you intend to make use of your Annuity
while you are alive. Depending on which optional benefit you choose, you can
have substantial flexibility to invest in the Sub-accounts while:

.. protecting a principal amount from decreases in value due to investment
performance;

.. guaranteeing a minimum amount of growth will be applied to your principal,
if it is to be used as the basis for lifetime withdrawals; or

.. providing spousal continuation of certain benefits.

The "living benefits" are as follows:

.. Highest Daily Lifetime 6 Plus Income Benefit

.. Highest Daily Lifetime 6 Plus Income Benefit with Lifetime Income
Accelerator

.. Spousal Highest Daily Lifetime 6 Plus Income Benefit

.. Guaranteed Return Option Plus II (GRO Plus II)

.. Highest Daily Guaranteed Return Option II (HD GRO II)

Here is a general description of each kind of living benefit that exists under
this Annuity:

Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits are designed for
someone who wants a guaranteed lifetime income stream through withdrawals over
time, rather than by annuitizing. Please note that there is a Latest Annuity
Date under your Annuity, by which date annuity payments must commence.

Guaranteed Minimum Accumulation Benefits. The common characteristic of these
benefits is that your Account Value is guaranteed to be at least a specified
amount at some point in the future. Thus, these benefits may be appropriate for
an annuity owner who wants a guaranteed minimum Account Value after a specified
number of years. Because the guarantee inherent in the benefit does not take
effect until a specified number of years into the future, you should elect such
a benefit only if your investment time horizon is of at least that duration.

Please refer to the benefit description that follows for a complete description
of the terms, conditions and limitations of each optional benefit. See the chart
in the "Investment Options" section of the prospectus for a list of Investment
Options available and permitted with each benefit. You should consult with your
Financial Professional to determine if any of these optional benefits may be
appropriate for you based on your financial needs. As is the case with optional
living benefits in general, the fulfillment of our guarantee under these
benefits is dependent on our claims-paying ability.

Termination of Existing Benefits and Election of New Benefits

If you elect an optional living benefit, you may subsequently terminate the
benefit and elect one of the then currently available benefits, subject to
availability of the benefit at that time and our then current rules. There is
currently no waiting period for such an election (you may elect a new benefit
beginning on the next Valuation Day), provided that upon such an election, your
Account Value must be allocated to the Investment Options prescribed for the
optional benefit. We reserve the right to waive, change and/or further limit
availability and election frequencies in the future. Check with your Financial
Professional regarding the availability of re-electing or electing a benefit and
any waiting period. The benefit you re-elect or elect may be more expensive than
the benefit you are terminating. Note that once you terminate an existing
benefit, you lose the guarantees that you had accumulated under your existing
benefit and will begin the new guarantees under the new benefit you elect based
on your Unadjusted Account Value as of the date the new benefit becomes
effective. You should carefully consider whether terminating your existing
benefit and electing a new benefit is appropriate for you.

No MVA Options are permitted if you elect any Optional Living Benefit. The DCA
MVA Options are not available with GRO Plus II and HD GRO II.

HIGHEST DAILY LIFETIME/SM/ 6 PLUS INCOME BENEFIT (HD 6 Plus)/SM/ Highest Daily
Lifetime 6 Plus is a lifetime guaranteed minimum withdrawal benefit, under
which, subject to the terms of the benefit, we guarantee your ability to take a
certain annual withdrawal amount for life.

We offer a benefit that guarantees until the death of the single designated life
(the Annuitant) the ability to withdraw an annual amount (the "Annual Income
Amount") equal to a percentage of an initial value (the "Protected Withdrawal
Value") regardless of the impact of Sub-account performance on the Unadjusted
Account Value, subject to our rules regarding the timing and amount of
withdrawals. You are guaranteed to be able to withdraw the Annual Income Amount
for the rest of your life provided that you do not take withdrawals of excess
income that resulted in your Unadjusted Account Value being reduced to zero. We
also permit you to designate the first withdrawal from your Annuity as a
one-time "Non-Lifetime Withdrawal". All other withdrawals from your Annuity are
considered a "Lifetime Withdrawal" under the benefit. Highest Daily Lifetime 6
Plus may be appropriate if you intend to make periodic withdrawals from your
Annuity, and wish to ensure that Sub-account performance will not affect your
ability to receive annual payments. You are not required to take withdrawals as
part of the benefit -the guarantees are not lost if you withdraw less than the
maximum allowable amount each year under the rules of the benefit. An integral
component of Highest Daily Lifetime 6 Plus is the predetermined mathematical
formula we employ that may periodically transfer your Unadjusted Account Value
to and from the AST Investment Grade Bond Sub-account. See the section below
entitled "How Highest Daily Lifetime 6 Plus Transfers Unadjusted Account Value
Between Your Permitted Sub-accounts and the AST Investment Grade Bond
Sub-account."

The income benefit under Highest Daily Lifetime 6 Plus currently is based on a
single "designated life" who is at least 45 years old on the date that the
benefit is acquired. The Highest Daily Lifetime 6 Plus Benefit is not available
if you elect any other optional living benefit, although you may elect any
optional death benefit. As long as your Highest Daily Lifetime 6 Plus Benefit is
in effect, you must allocate your Unadjusted Account Value in accordance with
the permitted Sub-accounts and other investment option(s) available with this
benefit. For a more detailed description of the permitted investment options,
see the "Investment Options" section.

Although you are guaranteed the ability to withdraw your Annual Income Amount
for life even if your Unadjusted Account Value falls to zero, if you take
withdrawals of excess income that bring your Unadjusted Account Value to zero,
your Annual Income Amount would also fall to zero, and the benefit would
terminate. In that scenario, no further amount would be payable under the
Highest Daily Lifetime 6 Plus benefit.You may also participate in the 6 or 12
Month DCA Program if you elect Highest Daily Lifetime 6 Plus.

Key Feature - Protected Withdrawal Value

The Protected Withdrawal Value is used to calculate the initial Annual Income
Amount. The Protected Withdrawal Value is separate from your Unadjusted Account
Value and not available as cash or a lump sum. On the effective date of the
benefit, the Protected Withdrawal Value is equal to your Unadjusted Account
Value. On each Valuation Day thereafter, until the date of your first Lifetime
Withdrawal (excluding any Non-Lifetime Withdrawal discussed below), the
Protected Withdrawal Value is equal to the "Periodic Value" described in the
next paragraphs.

The "Periodic Value" initially is equal to the Unadjusted Account Value on the
effective date of the benefit. On each Valuation Day thereafter until the first
Lifetime Withdrawal, we recalculate the Periodic Value. We stop determining the
Periodic Value upon your first Lifetime Withdrawal after the effective date of
the benefit. On each Valuation Day (the "Current Valuation Day"), the Periodic
Value is equal to the greater of:

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during
the calendar day(s) between the Prior Valuation Day and the Current
Valuation Day (i.e., one day for successive Valuation Days, but more than
one calendar day for Valuation Days that are separated by weekends and/or
holidays), plus the amount of any Purchase Payment (including any
associated Purchase Credits) made on the Current Valuation Day (the
Periodic Value is proportionally reduced for any Non-Lifetime Withdrawal);
and

(2) the Unadjusted Account Value on the current Valuation Day.

If you have not made a Lifetime Withdrawal on or before the 10th or 20th
Anniversary of the effective date of the benefit, your Periodic Value on the
10th or 20th Anniversary of the benefit effective date is equal to the greater
of:

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) below (proportionally reduced for any
Non-Lifetime Withdrawals):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
the Unadjusted Account Value on the effective date of the benefit
including any Purchase Payments (including any associated Purchase
Credits) made on that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
all Purchase Payments (including any associated Purchase Credits) made
within one year following the effective date of the benefit; and

(c) all Purchase Payments (including any associated Purchase Credits) made
after one year following the effective date of the benefit.In the
rider for this benefit, as respects the preceding paragraph, we use
the term "Guaranteed Base Value" to refer to the Unadjusted Account
Value on the effective date of the benefit, plus the amount of any
"adjusted" Purchase Payments made within one year after the effective
date of the benefit. "Adjusted" Purchase Payments means Purchase
Payments we receive, increased by any Purchase Credits applied to your
Account Value in relation to Purchase Payments, and decreased by any
fees or tax charges deducted from such Purchase Payments upon
allocation to the Annuity.

Once the first Lifetime Withdrawal is made, the Protected Withdrawal Value at
any time is equal to the greater of (i) the Protected Withdrawal Value on the
date of the first Lifetime Withdrawal, increased for subsequent Purchase
Payments (including any associated Purchase Credits) and reduced for subsequent
Lifetime Withdrawals, and (ii) the highest daily Account Value upon any step-up,
increased for subsequent Purchase Payments (including any associated Purchase
Credits) and reduced for subsequent Lifetime Withdrawals (see below).

Key Feature - Annual Income Amount under the Highest Daily Lifetime 6 Plus
Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the Annuitant
on the date of the first Lifetime Withdrawal after election of the benefit. The
percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages 59 1/2-79, and
6% for ages 80 or older. (Note that for purposes of the age tiers used with this
benefit, we deem the Annuitant to have reached age 59 1/2 on the 183rd day after
his/her 59th birthday). Under the Highest Daily Lifetime 6 Plus benefit, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to the
Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual Income
Amount on a dollar-for-dollar basis in that Annuity Year and also will reduce
the Protected Withdrawal Value on a dollar-for-dollar basis. If your cumulative
Lifetime Withdrawals in an Annuity Year are in excess of the Annual Income
Amount ("Excess Income"), your Annual Income Amount in subsequent years will be
reduced (except with regard to Required Minimum Distributions for this Annuity
that comply with our rules) by the result of the ratio of the Excess Income to
the Account Value immediately prior to such withdrawal (see examples of this
calculation below). Excess Income also will reduce the Protected Withdrawal
Value by the same ratio. Reductions are based on the actual "gross" amount of
the withdrawal, including any Contingent Deferred Sales Charge (CDSC) and MVA
(positive or negative) that may apply. Thus, you should be aware that if you ask
to receive a specified withdrawal amount that itself is not deemed Excess
Income, with the understanding that any charges (or MVA) applicable to that
withdrawal will be assessed against your remaining Unadjusted Account Value, the
total amount of the withdrawal may result in the withdrawal being treated as
Excess Income.

If your withdrawal of the Annual Income Amount in a given Annuity Year exceeds
the applicable free withdrawal amount under the Annuity (but is not considered
Excess Income), we will not impose any CDSC on the amount of that withdrawal.
However, please be aware that although a given withdrawal may qualify as a free
withdrawal for purposes of avoiding a CDSC, the amount of the withdrawal could
exceed the Annual Income Amount under this benefit. In that scenario, the
withdrawal would be deemed Excess Income - thereby reducing your Annual Income
Amount for future years.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Highest Daily
Lifetime 6 Plus and subsequent to the first Lifetime Withdrawal will (i)
increase the then-existing Annual Income Amount by an amount equal to a
percentage of the Purchase Payment (including any associated Purchase Credits)
based on the age of the Annuitant at the time of the first Lifetime Withdrawal
(the percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages 59 1/2-79
and 6% for ages 80 and older) and (ii) increase the Protected Withdrawal Value
by the amount of the Purchase Payment (including any associated Purchase
Credits).

If your Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount is being increased in an unintended fashion. Among the factors we
will use in making a determination as to whether an action is designed to
increase the Annual Income Amount in an unintended fashion is the relative size
of additional Purchase Payment(s). We reserve the right to not accept additional
Purchase Payments if we are not then offering this benefit for new elections. We
will exercise such reservation of right for all annuity purchasers in the same
class in a nondiscriminatory manner.

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
Daily Lifetime 6 Plus. As detailed in this paragraph, the Highest Daily Auto
Step-Up feature can result in a larger Annual Income Amount subsequent to your
first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
immediately after your first Lifetime Withdrawal under the benefit.
Specifically, upon the first such Annuity Anniversary, we identify the
Unadjusted Account Value on each Valuation Day within the immediately preceding
Annuity Year after your first Lifetime Withdrawal. Having identified the highest
daily value (after all daily values have been adjusted for subsequent Purchase
Payments and withdrawals), we then multiply that value by a percentage that
varies based on the age of the Annuitant on the Annuity Anniversary as of which
the step-up would occur. The percentages are: 4% for ages 45 - less than 59 1/2;
5% for ages 59 1/2-79, and 6% for ages 80 and older. If that value exceeds the
existing Annual Income Amount, we replace the existing amount with the new,
higher amount. Otherwise, we leave the existing Annual Income Amount intact. The
Unadjusted Account Value on the Annuity Anniversary is considered the last daily
step-up value of the Annuity Year. All daily valuations and annual step-ups will
only occur on a Valuation Day. In later years (i.e., after thefirst Annuity
Anniversary after the first Lifetime Withdrawal), we determine whether an
automatic step-up should occur on each Annuity Anniversary, by performing a
similar examination of the Unadjusted Account Values that occurred on Valuation
Days during the year. Taking Lifetime Withdrawals could produce a greater
difference between your Protected Withdrawal Value and your Unadjusted Account
Value, which may make a Highest Daily Auto Step-up less likely to occur. At the
time that we increase your Annual Income Amount, we also increase your Protected
Withdrawal Value to equal the highest daily value upon which your step-up was
based only if that results in an increase to the Protected Withdrawal Value.
Your Protected Withdrawal Value will never be decreased as a result of an income
step-up. If, on the date that we implement a Highest Daily Auto Step-Up to your
Annual Income Amount, the charge for Highest Daily Lifetime 6 Plus has changed
for new purchasers, you may be subject to the new charge at the time of such
step-up. Prior to increasing your charge for Highest Daily Lifetime 6 Plus upon
a step-up, we would notify you, and give you the opportunity to cancel the
automatic step-up feature. If you receive notice of a proposed step-up and
accompanying fee increase, you should consult with your Financial Professional
and carefully evaluate whether the amount of the step-up justifies the increased
fee to which you will be subject.

If you are enrolled in a Systematic Withdrawal program, we will not
automatically increase the withdrawal amount when there is an increase to the
Annual Income Amount. You must notify us in order to increase the withdrawal
amount of any Systematic Withdrawal program.

The Highest Daily Lifetime 6 Plus benefit does not affect your ability to take
withdrawals under your Annuity, or limit your ability to take withdrawals that
exceed the Annual Income Amount. Under Highest Daily Lifetime 6 Plus, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to the
Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual Income
Amount on a dollar-for-dollar basis in that Annuity Year. If your cumulative
Lifetime Withdrawals in any Annuity Year are less than the Annual Income Amount,
you cannot carry over the unused portion of the Annual Income Amount to
subsequent Annuity Years.

Because each of the Protected Withdrawal Value and Annual Income Amount is
determined in a way that is not solely related to Unadjusted Account Value, it
is possible for the Unadjusted Account Value to fall to zero, even though the
Annual Income Amount remains.

Examples of dollar-for-dollar and proportional reductions, and the Highest Daily
Auto Step-Up are set forth below. The values shown here are purely hypothetical,
and do not reflect the charges for the Highest Daily Lifetime 6 Plus benefit or
any other fees and charges under the Annuity. Assume the following for all three
examples:

.. The Issue Date is November 1, 2010

.. The Highest Daily Lifetime 6 Plus benefit is elected on August 1, 2011

.. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in an
Annual Income Amount of $6,000 (since the designated life is between the ages of
59 1/2 and 79 at the time of the first Lifetime Withdrawal, the Annual Income
Amount is 5% of the Protected Withdrawal Value, in this case 5% of $120,000).
Assuming $2,500 is withdrawn from the Annuity on this date, the remaining Annual
Income Amount for that Annuity Year (up to and including October 31, 2011) is
$3,500. This is the result of a dollar-for-dollar reduction of the Annual Income
Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Unadjusted Account Value immediately prior to the excess
withdrawal. (Note that if there are other future withdrawals in that Annuity
Year, each would result in another proportional reduction to the Annual Income
Amount).

Here is the calculation:

Unadjusted Account Value before Lifetime Withdrawal $118,000.00
Less amount of "non" excess withdrawal $ 3,500.00
Unadjusted Account Value immediately before excess
withdrawal of $1,500 $114,500.00

Excess withdrawal amount $ 1500.00

Ratio 1.31%
Annual Income Amount $ 6,000.00
Less ratio of 1.31% $ 78.60
Annual Income Amount for future Annuity Years $ 5,921.40

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the Annual
Income Amount is stepped-up if the appropriate percentage (based on the
Annuitant's age on that Annuity Anniversary) of the highest daily value since
your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
years), adjusted for withdrawals and additional Purchase Payments (including any
associated Purchase Credits), is higher than the Annual Income Amount, adjusted
for excess withdrawals and additional Purchase Payments (including any
associated Purchase Credits).

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the Annual
Income Amount will be stepped up if 5% (since the designated life is between 59
1/2 and 79 on the date of the potential step-up) of the highest daily Account
Value adjusted for withdrawals and Purchase Payments (including any associated
Purchase Credits), is higher than $5,921.40. Here are the calculations for
determining the daily values. Only the October 25 value is being adjusted for
excess withdrawals as the October 30 and October 31 Valuation Days occur after
the excess withdrawal on October 27.

Highest Daily Value
(adjusted for Adjusted Annual
Unadjusted withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
---------------- ------------- ----------------------- ------------------------

October 25, 2011 $119,000.00 $119,000.00 $5,950.00
October 26, 2011
October 27, 2011 $113,000.00 $113,986.95 $5,699.35
October 30, 2011 $113,000.00 $113,986.95 $5,699.35
October 31, 2011 $119,000.00 $119,000.00 $5,950.00

* In this example, the Annuity Anniversary date is November 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be the Annuity Anniversary and every day
following the Annuity Anniversary. The Annuity Anniversary Date of November
1 is considered the first Valuation Date in the Annuity Year.

** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
$5,950.00. This amount is adjusted on October 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Unadjusted Account Value of $119,000 on October 25 is first
reduced dollar-for-dollar by $3,500 ($3,500 is the remaining Annual
Income Amount for the Annuity Year), resulting in Unadjusted Account
Value of $115,500 before the excess withdrawal.

. This amount ($115,500) is further reduced by 1.31% (this is the ratio
in the above example which is the excess withdrawal divided by the
Unadjusted Account Value immediately preceding the excess withdrawal)
resulting in a Highest Daily Value of $113,986.95.

$5,699.35 is higher than $5,650.00 (5% of $113,000), we continue to
carry $5,699.35 forward to the next and final Valuation Date of
October 31. The Unadjusted Account Value on October 31 is $119,000 and
5% of this amount is $5,950. Since this is higher than $5,699.35, the
adjusted Annual Income Amount is reset to $5,950.00.

In this example, 5% of the October 31 value results in the highest amount of
$5,950.00. Since this amount is higher than the current year's Annual Income
Amount of $5,921.40 (adjusted for excess withdrawals), the Annual Income Amount
for the next Annuity Year, starting on November 1, 2011 and continuing through
October 31, 2012, will be stepped-up to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Highest Daily Lifetime 6 Plus. It is an optional feature of the benefit
that you can only elect at the time of your first withdrawal. The amount of the
Non-Lifetime Withdrawal cannot be more than the amount that would cause the
Annuity to be taken below the minimum Surrender Value after a withdrawal for
your Annuity. This Non-Lifetime Withdrawal will not establish your initial
Annual Income Amount and the Periodic Value described above will continue to be
calculated. However, the total amount of the withdrawal will proportionally
reduce all guarantees associated with the Highest Daily Lifetime 6 Plus benefit.
You must tell us at the time you take the withdrawal if your withdrawal is
intended to be the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal
under the Highest Daily Lifetime 6 Plus benefit. If you don't elect the
Non-Lifetime Withdrawal, the first withdrawal you make will be the first
Lifetime Withdrawal that establishes your Protected Withdrawal Value and Annual
Income Amount. Once you elect to take the Non-Lifetime Withdrawal or Lifetime
Withdrawals, no additional Non-Lifetime Withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected Withdrawal
Value and the Periodic Value guarantees on the tenth and twentieth anniversaries
of the benefit effective date, described above, by the percentage the total
withdrawal amount (including any applicable CDSC and any applicable MVA)
represents of the then current Account Value immediately prior to the
withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

This example is purely hypothetical and does not reflect the charges for the
benefit or any other fees and charges under the Annuity. It is intended to
illustrate the proportional reduction of the Non-Lifetime Withdrawal under this
benefit.

Assume the following:

The Issue Date is December 1, 2010

.. The Highest Daily Lifetime 6 Plus benefit is elected on September 1, 2011

.. The Account Value at benefit election was $105,000

.. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit

.. No previous withdrawals have been taken under the Highest Daily Lifetime 6
Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10th benefit
year minimum Periodic Value guarantee is $210,000, and the 20th benefit year
minimum Periodic Value guarantee is $420,000, and the Account Value is $120,000.
Assuming $15,000 is withdrawn from the Annuity on October 2, 2011 and is
designated as a Non-Lifetime Withdrawal, all guarantees associated with the
Highest Daily Lifetime 6 Plus benefit will be reduced by the ratio the total
withdrawal amount represents of the Account Value just prior to the withdrawal
being taken.

Here is the calculation:

Withdrawal amount divided by $ 15,000
Account Value before withdrawal $120,000
Equals ratio 12.5%
All guarantees will be reduced by the above ratio (12.5%)
Protected Withdrawal Value $109,375
10th benefit year Minimum Periodic Value $183,750
20th benefit year Minimum Periodic Value $367,500

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless the
Required Minimum Distribution amount is greater than the Annual Income Amount.
Unless designated as a Non-Lifetime Withdrawal, Required Minimum Distributions
are considered Lifetime Withdrawals. If you take a withdrawal in an Annuity Year
in which your Required Minimum Distributions for that year is not greater than
the Annual Income Amount, and the amount of the withdrawal exceeds the remaining
Annual Income Amount for that year, we will treat the withdrawal as a withdrawal
of Excess Income. Such a withdrawal of Excess Income will reduce the Annual
Income Amount available in future years. If the Required Minimum Distribution
(as calculated by us for your Annuity and not previously withdrawn in the
current calendar year) is greater than the Annual Income Amount, an amount equal
to the remaining Annual Income Amount plus the difference between the Required
Minimum Distribution amount not previously withdrawn in the current calendar
year and the Annual Income Amount will be available in the current Annuity Year
without it being considered a withdrawal of Excess Income. In the event that a
Required Minimum Distribution is calculated in a calendar year that crosses more
than one Annuity Year and you choose to satisfy the entire Required Minimum
Distribution for that calendar year in the next Annuity Year, the distribution
taken in the next Annuity Year will reduce your Annual Income Amount in that
Annuity Year by the amount of the distribution. If the Required Minimum
Distribution not taken in the prior Annuity Year is greater than the Annual
Income Amount as guaranteed by the benefit in the current Annuity Year, the
total Required Minimum Distribution amount may be taken without being treated as
a withdrawal of Excess Income.

Example - Required Minimum Distributions

The following example is purely hypothetical and is intended to illustrate a
scenario in which the required minimum distribution amount in a given Annuity
Year is greater than the Annual Income Amount

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being treated
as an Excess Withdrawal is $4,000: ($3,000 + ($6,000 - $5,000) = $4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining required minimum distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset to
$5,000) without proportionally reducing all of the guarantees associated with
the Highest Daily Lifetime 6 Plus benefit as described above. The amount you may
withdraw in the subsequent Annuity Year if you stop taking withdrawals in the
current Annuity Year and choose not to satisfy the Required Minimum Distribution
in the current Annuity Year (assuming the Annual Income Amount in the subsequent
Annuity Year is $5,000), without being treated as a withdrawal of Excess Income
is $6,000. This withdrawal must comply with all IRS guidelines in order to
satisfy the Required Minimum Distribution for the current calendar year.

Benefits Under Highest Daily Lifetime 6 Plus

.. To the extent that your Account Value was reduced to zero as a result of
cumulative Lifetime Withdrawals in an Annuity Year that are less than or
equal to the Annual Income Amount, and amounts are still payable under
Highest Daily Lifetime 6 Plus, we will make an additional payment, if any,
for that Annuity Year equal to the remaining Annual Income Amount for the
Annuity Year. Thus, in that scenario, the remaining Annual Income Amount
would be payable even though your Account Value was reduced to zero. In
subsequent Annuity Years we make payments that equal the Annual Income
Amount as described in this section. We will make payments until the death
of the single designated life. After the Account Value is reduced to zero,
you will not be permitted to make additional Purchase Payments to your
Annuity. To the extent that cumulative withdrawals in the Annuity Year that
reduced your Account Value to zero are more than the Annual Income Amount,
the Highest Daily Lifetime 6 Plus benefit terminates, and no additional
payments are made. However, if a withdrawal in the latter scenario was
taken to satisfy a Required Minimum Distribution

(as described above) under the Annuity, then the benefit will not
terminate, and we will continue to pay the Annual Income Amount in
subsequent Annuity Years until the death of the designated life.

.. Please note that if your Account Value is reduced to zero, all subsequent
payments will be treated as annuity payments. Further, payments that we
make under this benefit after the Latest Annuity Date will be treated as
annuity payments.

.. If annuity payments are to begin under the terms of your Annuity, or if
you decide to begin receiving annuity payments and there is an Annual
Income Amount due in subsequent Annuity Years, you can elect one of the
following two options:

(1) apply your Unadjusted Account Value, less any applicable tax charges,
to any annuity option available; or

(2) request that, as of the date annuity payments are to begin, we make
annuity payments each year equal to the Annual Income Amount. If this
option is elected, the Annual Income Amount will not increase after
annuity payments have begun. We will make payments until the death of
the single designated life. We must receive your request in a form
acceptable to us at our office. If applying your Unadjusted Account
Value, less any applicable tax charges, to the life-only annuity
payment rates results in a higher annual payment, we will give you the
higher annual payment.

.. In the absence of an election when mandatory annuity payments are to begin
we currently make annual annuity payments in the form of a single life
fixed annuity with eight payments certain, by applying the greater of the
annuity rates then currently available or the annuity rates guaranteed in
your Annuity. We reserve the right at any time to increase or decrease the
certain period in order to comply with the Code (e.g., to shorten the
period certain to match life expectancy under applicable Internal Revenue
Service tables). The amount that will be applied to provide such annuity
payments will be the greater of:

(1) the present value of the future Annual Income Amount payments. Such
present value will be calculated using the greater of the single life
fixed annuity rates then currently available or the single life fixed
annuity rates guaranteed in your Annuity; and

(2) the Unadjusted Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals made while the Highest Daily Lifetime 6 Plus Benefit is in
effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit will
be taken pro rata from the Sub-accounts (including the AST Investment Grade
Bond Sub-account) and the MVA Options. If you have an active Systematic
Withdrawal program running at the time you elect this benefit, the program
must withdraw funds pro-rata. The first Systematic Withdrawal that
processes after your election of the benefit will be deemed a Lifetime
Withdrawal. Withdrawals from the MVA Options may be subject to an MVA.

.. You cannot allocate Purchase Payments or transfer Unadjusted Account Value
to or from the AST Investment Grade Bond Sub-account. A summary description
of the AST Investment Grade Bond Portfolio appears within the section
entitled "Investment Objectives and Policies of The Portfolios." You can
find a copy of the AST Investment Grade Bond Portfolio prospectus by going
to www.prudentialannuities.com.

.. Transfers to and from the Sub-accounts, the MVA Options, and the AST
Investment Grade Bond Sub-account triggered by the Highest Daily Lifetime 6
Plus mathematical formula will not count toward the maximum number of free
transfers allowable under an Annuity.

.. Upon inception of the benefit, 100% of your Unadjusted Account Value must
be allocated to the Permitted Sub-accounts. We may amend the Permitted
Sub-accounts from time to time. Changes to the Permitted Sub-accounts, or
to the requirements as to how you may allocate your Account Value with this
benefit, will apply to new elections of the benefit and may apply to
current participants in the benefit. To the extent that changes apply to
current participants in the benefit, they will only apply upon
re-allocation of Account Value, or upon addition of subsequent Purchase
Payments. That is, we will not require such current participants to
re-allocate Account Value to comply with any new requirements.

.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in good order, we will (i) sell units of the
non-permitted investment options and (ii) invest the proceeds of those
sales in the Sub-accounts that you have designated. During this
reallocation process, your Unadjusted Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case
generally. The newly-elected benefit will commence at the close of business
on the following Valuation Day. Thus, the protection afforded by the
newly-elected benefit will not arise until the close of business on the
following Valuation Day.

based on the values on the last Valuation Day prior to the quarterly
anniversary. Thus, we deduct, on a quarterly basis, 0.2125% of the greater
of the prior Valuation Day's Unadjusted Account Value and the prior
Valuation Day's Protected Withdrawal Value. We deduct the fee pro rata from
each of your Sub-accounts, including the AST Investment Grade Bond
Sub-account.

If the deduction of the charge would result in the Unadjusted Account Value
falling below the lesser of $500 or 5% of the sum of the Unadjusted Account
Value on the effective date of the benefit plus all Purchase Payments made
subsequent thereto (and any associated Purchase Credits) (we refer to this as
the "Account Value Floor"), we will only deduct that portion of the charge that
would not cause the Unadjusted Account Value to fall below the Account Value
Floor. If the Unadjusted Account Value on the date we would deduct a charge for
the benefit is less than the Account Value Floor, then no charge will be
assessed for that benefit quarter. Charges deducted upon termination of the
benefit may cause the Unadjusted Account Value to fall below the Account Value
Floor. If a charge for the Highest Daily Lifetime 6 Plus benefit would be
deducted on the same day we process a withdrawal request, the charge will be
deducted first, then the withdrawal will be processed. The withdrawal could
cause the Unadjusted Account Value to fall below the Account Value Floor. While
the deduction of the charge (other than the final charge) may not reduce the
Unadjusted Account Value to zero, withdrawals may reduce the Unadjusted Account
Value to zero. If this happens and the Annual Income Amount is greater than
zero, we will make payments under the benefit.

Election of and Designations under the Benefit

For Highest Daily Lifetime 6 Plus, there must be either a single Owner who is
the same as the Annuitant, or if the Annuity is entity owned, there must be a
single natural person Annuitant. In either case, the Annuitant must be at least
45 years old. Any change of the Annuitant under the Annuity will result in
cancellation of Highest Daily Lifetime 6 Plus. Similarly, any change of Owner
will result incancellation of Highest Daily Lifetime 6 Plus, except if (a) the
new Owner has the same taxpayer identification number as the previous owner, (b)
ownership is transferred from a custodian to the Annuitant, or vice versa or (c)
ownership is transferred from one entity to another entity that is satisfactory
to us.

Highest Daily Lifetime 6 Plus can be elected at the time that you purchase your
Annuity or after the Issue Date, subject to its availability, and our
eligibility rules and restrictions. If you elect Highest Daily Lifetime 6 Plus
and terminate it, you can re-elect it, subject to our current rules and
availability. See "Termination of Existing Benefits and Election of New
Benefits" for information pertaining to elections, termination and re-election
of benefits. Please note that if you terminate a living benefit and elect
Highest Daily Lifetime 6 Plus, you lose the guarantees that you had accumulated
under your existing benefit and your guarantees under Highest Daily Lifetime 6
Plus will be based on the Unadjusted Account Value on the effective date of
Highest Daily Lifetime 6 Plus. You should consult with your Financial
Professional and carefully consider whether terminating your existing benefit
and electing Highest Daily Lifetime 6 Plus is appropriate for you. We reserve
the right to waive, change and/or further limit the election frequency in the
future.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be taken
on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct proportion
to the proportion that each such Sub-account bears to your total Account Value)
in order for you to be eligible for the benefit. Thus, you may not elect Highest
Daily Lifetime 6 Plus so long as you participate in a systematic withdrawal
program in which withdrawals are not taken pro rata.

Termination of the Benefit

You may terminate Highest Daily Lifetime 6 Plus at any time by notifying us. If
you terminate the benefit, any guarantee provided by the benefit will terminate
as of the date the termination is effective, and certain restrictions on
re-election may apply.

The benefit automatically terminates upon the first to occur of the following:

(i) your termination of the benefit,

(ii) your surrender of the Annuity,

(iii) your election to begin receiving annuity payments (although if you have
elected to receive the Annual Income Amount in the form of annuity payments, we
will continue to pay the Annual Income Amount),

(iv) our receipt of Due Proof of Death of the Owner or Annuitant (for
entity-owned Annuities)

(v) both the Unadjusted Account Value and Annual Income Amount equal zero, or

(vi) you cease to meet our requirements as described in "Election of and
Designations under the Benefit" above.

Value Floor. With regard to your investment allocations, upon termination we
will: (i) leave intact amounts that are held in the Permitted Sub-accounts, and
(ii) unless you are participating in an asset allocation program (i.e., Custom
Portfolios Program, or 6 or 12 Month DCA Program for which we are providing
administrative support), transfer all amounts held in the AST Investment Grade
Bond Sub-account to your variable investment options, pro rata (i.e. in the same
proportion as the current balances in your variable investment options). If,
prior to the transfer from the AST Investment Grade Bond Sub-account, the
Unadjusted Account Value in the variable investment options is zero, we will
transfer such amounts to the AST Money Market Sub-Account.

If a surviving spouse elects to continue the Annuity, the Highest Daily Lifetime
6 Plus benefit terminates upon Due Proof of Death. The spouse may newly elect
the benefit subject to the restrictions discussed above.

How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and the
AST Investment Grade Bond Sub-Account

An integral part of Highest Daily Lifetime 6 Plus (including Highest Daily
Lifetime 6 Plus with LIA and Spousal Highest Daily Lifetime 6 Plus) is the
pre-determined mathematical formula used to transfer Unadjusted Account Value
between the Permitted Sub-Accounts and a specified bond fund within the Advanced
Series Trust (the "AST Investment Grade Bond Sub-Account"). The AST Investment
Grade Bond Sub-account is available only with this benefit, and thus you may not
allocate Purchase Payments to or make transfers to or from the AST Investment
Grade Bond Sub-account. The formula monitors your Unadjusted Account Value daily
and, if dictated by the formula, systematically transfers amounts between the
Permitted Sub-accounts you have chosen and the AST Investment Grade Bond
Sub-account. The formula is set forth in Appendix C (and is described below).

As indicated above, we limit the Sub-accounts to which you may allocate
Unadjusted Account Value if you elect Highest Daily Lifetime 6 Plus. For
purposes of these benefits, we refer to those permitted investment options as
the "Permitted Sub-accounts". Subject to availability, you may also choose to
allocate Purchase Payments while this program is in effect to the DCA MVA
Options utilized with our 6 or 12 Month Dollar Cost Averaging Program ("6 or 12
Month DCA Program"). If you are participating in Highest Daily Lifetime 6 Plus
and also are participating in the 6 or 12 Month DCA Program, and the formula
under the benefit dictates a transfer from the Permitted Sub-accounts to the AST
Investment Grade Bond Sub-account, then the amount to be transferred will be
taken entirely from the Sub-accounts, provided there is sufficient Unadjusted
Account Value in those Sub-accounts to meet the required transfer amount. Only
if there is insufficient Unadjusted Account Value in those Sub-accounts will an
amount be withdrawn from the DCA MVA Options. For purposes of the discussion
below concerning transfers from the Permitted Sub-accounts to the AST Investment
Grade Bond Sub-account, amounts held within the DCA MVA Options are included
within the term "Permitted Sub-Accounts". Thus, amounts may be transferred from
the DCA MVA Options in the circumstances described above and in the section of
the prospectus entitled 6 or 12 Month Dollar Cost Averaging Program. Any
transfer dictated by the formula out of the AST Investment Grade Bond
Sub-account will only be transferred to the Permitted Sub-accounts, not the DCA
MVA Options. We will not assess any market value adjustment with respect to
transfers under the formula from the DCA MVA Options.

Speaking generally, the formula, which is applied each Valuation Day, operates
as follows. The formula starts by identifying an income basis for that day and
then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
income amount. Note that 5% is used in the formula, irrespective of the
Annuitant's attained age. Then it produces an estimate of the total amount
targeted in our allocation model, based on the projected income amount and
factors set forth in the formula. In the formula, we refer to that value as the
"Target Value" or "L". If you have already made a withdrawal, your projected
income amount (and thus your Target Value) would take into account any automatic
step-up, any subsequent Purchase Payments (including any associated Purchase
Credits with respect to the X Series), and any excess withdrawals. Next, the
formula subtracts from the Target Value the amount held within the AST
Investment Grade Bond Sub-account on that day, and divides that difference by
the amount held within the Permitted Sub-accounts That ratio, which essentially
isolates the amount of your Target Value that is not offset by amounts held
within the AST Investment Grade Bond Sub-account, is called the "Target Ratio"
or "r". If, on each of three consecutive Valuation Days, the Target Ratio is
greater than 83% but less than or equal to 84.5%, the formula will, on such
third Valuation Day, make a transfer from the Permitted Sub-accounts in which
you are invested (subject to the 90% cap discussed below) to the AST Investment
Grade Bond Sub-account. As discussed above, if all or a portion of your
Unadjusted Account Value is allocated to one or more MVA Options at the time a
transfer to the AST Investment Grade Bond Sub-account is required under the
formula, we will first look to process the transfer from the Permitted
Sub-accounts, other than the MVA Options. If the amount allocated to the
Permitted Sub-accounts is insufficient to satisfy the transfer, then any
remaining amounts will be transferred from the MVA Options. Once a transfer is
made, the three consecutive Valuation Days begin again. If, however, on any
Valuation Day, the Target Ratio is above 84.5%, the formula will make a transfer
from the Permitted Sub-accounts (subject to the 90% cap) to the AST Investment
Grade Bond Sub-account (as described above). If the Target Ratio falls below 78%
on any Valuation Day, then a transfer from the AST Investment Grade Bond Sub
account to the Permitted Sub-accounts (excluding the MVA Options) will occur.

The formula will not execute a transfer to the AST Investment Grade Bond
Sub-account that results in more than 90% of your Unadjusted

Account Value being allocated to the AST Investment Grade Bond Sub-account ("90%
cap") on that Valuation Day. Thus, on any Valuation Day, if the formula would
require a transfer to the AST Investment Grade Bond Sub-account that would
result in more than 90% of the Unadjusted Account Value being allocated to the
AST Investment Grade Bond Sub-account, only the amount that results in exactly
90% of the Unadjusted Account Value being allocated to the AST Investment Grade
Bond Sub-account will be transferred. Additionally, future transfers into the
AST Investment Grade Bond Sub-account will not be made (regardless of the
performance of the AST Investment Grade Bond Sub-account and the Permitted
Sub-accounts) at least until there is first a transfer out of the AST Investment
Grade Bond Sub-account. Once this transfer occurs out of the AST Investment
Grade Bond Sub-account, future amounts may be transferred to or from the AST
Investment Grade Bond Sub-account if dictated by the formula (subject to the 90%
cap). At no time will the formula make a transfer to the AST Investment Grade
Bond Sub-account that results in greater than 90% of your Unadjusted Account
Value being allocated to the AST Investment Grade Bond Sub-account. However, it
is possible that, due to the investment performance of your allocations in the
AST Investment Grade Bond Sub-account and your allocations in the Permitted
Sub-accounts you have selected, your Unadjusted Account Value could be more than
90% invested in the AST Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity while the 90% cap is in
effect, the formula will not transfer any of such additional Purchase Payments
to the AST Investment Grade Bond Sub-account at least until there is first a
transfer out of the AST Investment Grade Bond Sub-account, regardless of how
much of your Unadjusted Account Value is in the Permitted Sub-accounts. This
means that there could be scenarios under which, because of the additional
Purchase Payments you make, less than 90% of your entire Unadjusted Account
Value is allocated to the AST Investment Grade Bond Sub-account, and the formula
will still not transfer any of your Unadjusted Account Value to the AST
Investment Grade Bond Sub-account (at least until there is first a transfer out
of the AST Investment Grade Bond Sub-account). For example,

.. September 1, 2010 - a transfer is made to the AST Investment Grade Bond
Sub-account that results in the 90% cap being met and now $90,000 is
allocated to the AST Investment Grade Bond Sub-account and $10,000 is
allocated to the Permitted Sub-accounts.

.. September 2, 2010 - you make an additional Purchase Payment of $10,000. No
transfers have been made from the AST Investment Grade Bond Sub-account to
the Permitted Sub-accounts since the cap went into effect on September 1,
2010.

.. On September 2, 2010 - (and at least until first a transfer is made out of
the AST Investment Grade Bond Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date you
have 82% in the AST Investment Grade Bond Sub-account and 18% in the
Permitted Sub-accounts (such that $20,000 is allocated to the Permitted
Sub-accounts and $90,000 to the AST Investment Grade Bond Sub-account).

.. Once there is a transfer out of the AST Investment Grade Bond Sub-account
(of any amount), the formula will operate as described above, meaning that
the formula could transfer amounts to or from the AST Investment Grade Bond
Sub-account if dictated by the formula (subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into and out of effect
multiple times while you participate in the benefit. We will continue to monitor
your Unadjusted Account Value daily and, if dictated by the formula,
systematically transfer amounts between the Permitted Sub-accounts you have
chosen and the AST Investment Grade Bond Sub-account as dictated by the formula.

As you can glean from the formula, investment performance of your Unadjusted
Account Value that is negative, flat, or even moderately positive may result in
a transfer of a portion of your Unadjusted Account Value in the Permitted
Sub-accounts to the AST Investment Grade Bond Sub-account because such
investment performance will tend to increase the Target Ratio. Because the
amount allocated to the AST Investment Grade Bond Sub-account and the amount
allocated to the Permitted Sub-accounts each is a variable in the formula, the
investment performance of each affects whether a transfer occurs for your
Annuity. In deciding how much to transfer, we use another formula, which
essentially seeks to re-balance amounts held in the Permitted Sub-accounts and
the AST Investment Grade Bond Sub-account so that the Target Ratio meets a
target, which currently is equal to 80%. Once you elect Highest Daily Lifetime 6
Plus, the values we use to compare to the Target Ratio will be fixed. For
newly-issued Annuities that elect Highest Daily Lifetime 6 Plus and existing
Annuities that elect Highest Daily Lifetime 6 Plus in the future, however, we
reserve the right to change such values.

Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
Anniversary does not fall on a Valuation Day, the next Valuation Day will be
used), following all of the above described daily calculations, if there is
money allocated to the AST Investment Grade Bond Sub-Account, we will perform an
additional monthly calculation to determine whether or not a transfer will be
made from the AST Investment Grade Bond Sub-account to the Permitted
Sub-accounts. This transfer will automatically occur provided that the Target
Ratio, as described above, would be less than 83% after the transfer. The
formula will not execute a transfer if the Target Ratio after this transfer
would occur would be greater than or equal to 83%.

The amount of the transfer will be equal to the lesser of:

a) The total value of all your Unadjusted Account Value in the AST Investment
Grade Bond Sub-account, or

b) An amount equal to 5% of your total Unadjusted Account Value.

While you are not notified when your Annuity reaches a transfer trigger under
the formula, you will receive a confirmation statement indicating the transfer
of a portion of your Unadjusted Account Value either to or from the AST
Investment Grade Bond Sub-account. The formula by which the transfer operates is
designed primarily to mitigate some of the financial risks that we incur in
providing the guarantee under Highest Daily Lifetime 6 Plus and Spousal Highest
Daily Lifetime 6 Plus. Depending on the results of the calculations of the
formula, we may, on any Valuation Day:

.. Not make any transfer between the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account; or

.. If a portion of your Unadjusted Account Value was previously allocated to
the AST Investment Grade Bond Sub-account, transfer all or a portion of
those amounts to the Permitted Sub-accounts (as described above); or

.. Transfer a portion of your Unadjusted Account Value in the Permitted
Sub-accounts and the DCA MVA Optionsto the AST Investment Grade Bond
Sub-account.

The amount and timing of transfers to and from the AST Investment Grade Bond
Sub-account pursuant to the formula depends upon a number of factors unique to
your Annuity (and is not necessarily directly correlated with the securities
markets, bond markets, or interest rates, in general) including:

.. The difference between your Unadjusted Account Value and your Protected
Withdrawal Value;

.. How long you have owned Highest Daily Lifetime 6 Plus/Spousal Highest Daily
Lifetime 6 Plus;

.. The performance of the Permitted Sub-accounts you have chosen

.. The performance of the AST Investment Grade Bond Sub-account;

.. The amount allocated to each of the Permitted Sub-accounts you have chosen

.. The amount allocated to the AST Investment Grade Bond Sub-account;

.. Additional Purchase Payments, if any, you make to your Annuity; and

.. Withdrawals, if any, you take from your Annuity (withdrawals are taken pro
rata from your Unadjusted Account Value).

At any given time, some, most or none of your Unadjusted Account Value will be
allocated to the AST Investment Grade Bond Sub-account, as dictated by the
formula.

The more of your Unadjusted Account Value that is allocated to the AST
Investment Grade Bond Sub-account, the greater the impact of the performance of
that Sub-account in determining whether (and how much) your Unadjusted Account
Value is transferred back to the Permitted Sub-accounts. Further, it is possible
under the formula that, if a significant portion of your Unadjusted Account
Value is allocated to the AST Investment Grade Bond Sub-account and that
Sub-account has good performance but the performance of your Permitted
Sub-accounts is negative, that the formula might transfer your Unadjusted
Account Value to the Permitted Sub-accounts. Similarly, the more you have
allocated to the Permitted Sub-accounts, the greater the impact of the
performance of those Permitted Sub-accounts will have on any transfer to the AST
Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity, they will be allocated
according to your allocation instructions. Once they are allocated to your
Annuity, they will also be subject to the formula described above and therefore
may be transferred to the AST Investment Grade Bond Portfolio, if dictated by
the formula.

Any Unadjusted Account Value in the AST Investment Grade Bond Sub-account will
not be available to participate in the investment experience of the Permitted
Sub-accounts regardless of whether there is a subsequent Sub-account decline or
market recovery until it is transferred out of the AST Investment Grade Bond
Sub-account.

Additional Tax Considerations

If you purchase an annuity as an investment vehicle for "qualified" investments,
including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or employer plan
under Code Section 401(a), the Required Minimum Distribution rules under the
Code provide that you begin receiving periodic amounts beginning after age 70
1/2. For a Tax Sheltered Annuity or a 401(a) plan for which the participant is
not a greater than five (5) percent owner of the employer, this required
beginning date can generally be deferred to retirement, if later. Roth IRAs are
not subject to these rules during the owner's lifetime. The amount required
under the Code may exceed the Annual Income Amount, which will cause us to
increase the Annual Income Amount in any Annuity Year that Required Minimum
Distributions due from your Annuity are greater than such amounts, as discussed
above. In addition, the amount and duration of payments under the annuity
payment provision may be adjusted so that the payments do not trigger any
penalty or excise taxes due to tax considerations such as Required Minimum
Distribution provisions under the tax law.

address each potential tax scenario that could arise with respect to this
benefit here. However, we do note that if you participate in Highest Daily
Lifetime 6 Plus through a non-qualified annuity, as with all withdrawals, once
all Purchase Payments are returned under the Annuity, all subsequent withdrawal
amounts will be taxed as ordinary income.

Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator/sm/ (HD6 Plus-LIA
/sm/)

We offer another version of Highest Daily Lifetime 6 Plus that we call Highest
Daily Lifetime 6 Plus with Lifetime Income Accelerator ("Highest Daily Lifetime
6 Plus with LIA"). Highest Daily Lifetime 6 Plus with LIA guarantees, until the
death of the single designated life, the ability to withdraw an amount equal to
double the Annual Income Amount (which we refer to as the "LIA Amount") if you
meet the conditions set forth below. This version is only being offered in those
jurisdictions where we have received regulatory approval and will be offered
subsequently in other jurisdictions when we receive regulatory approval in those
jurisdictions. You may choose Highest Daily Lifetime 6 Plus with or without also
electing LIA, however you may not elect LIA without Highest Daily Lifetime 6
Plus and you must elect the LIA benefit at the time you elect Highest Daily
Lifetime 6 Plus. If you elect Highest Daily Lifetime 6 Plus without LIA and
would like to add the feature later, you must first terminate the Highest Daily
Lifetime 6 Plus benefit and elect the Highest Daily Lifetime 6 Plus with LIA
(subject to availability and benefit re-election provisions). Please note that
if you terminate Highest Daily Lifetime 6 Plus and elect the Highest Daily
Lifetime 6 Plus with LIA you lose the guarantees that you had accumulated under
your existing benefit and will begin the new guarantees under the new benefit
you elect based on your Unadjusted Account Value as of the date the new benefit
becomes active. Highest Daily Lifetime 6 Plus with LIA is offered as an
alternative to other lifetime withdrawal options. If you elect this benefit, it
may not be combined with any other optional living benefit or death benefit. As
long as your Highest Daily Lifetime 6 Plus with LIA benefit is in effect, you
must allocate your Unadjusted Account Value in accordance with the permitted and
available investment option(s) with this benefit. The income benefit under
Highest Daily Lifetime 6 Plus with LIA currently is based on a single
"designated life" who is between the ages of 45 and 75 on the date that the
benefit is elected and received in good order. All terms and conditions of
Highest Daily Lifetime 6 Plus apply to this version of the benefit, except as
described herein. As is the case with Highest Daily Lifetime 6 Plus, Highest
Daily Lifetime 6 Plus with LIA involves your participation in a predetermined
mathematical formula that transfers Account Value between your Sub-accounts and
the AST Investment Grade Bond Portfolio Sub-account. Please see Highest Daily
Lifetime 6 Plus above for a description of the predetermined mathematical
formula.

Highest Daily Lifetime 6 Plus with LIA is not long-term care insurance and
should not be purchased as a substitute for long-term care insurance. The income
you receive through the Lifetime Income Accelerator may be used for any purpose,
and it may or may not be sufficient to address expenses you may incur for
long-term care or other medical or retirement expenses. You should seek
professional advice to determine your financial needs for long-term care.

If this benefit is being elected on an Annuity held as a 403(b) plan, then in
addition to meeting the eligibility requirements listed below for the LIA Amount
you must separately qualify for distributions from the 403(b) plan itself.

If you elect the Highest Daily Lifetime 6 Plus with LIA, the current charge is
1.20% annually of the greater of Unadjusted Account Value and Protected
Withdrawal Value. The maximum charge is 2.00% annually of the greater of the
Unadjusted Account Value and Protected Withdrawal Value. We deduct this charge
on quarterly anniversaries of the benefit effective date. Thus, we deduct, on a
quarterly basis, 0.30% of the greater of the prior Valuation Day's Unadjusted
Account Value and the prior Valuation Day's Protected Withdrawal Value. We
deduct the fee pro rata from each of your Sub-accounts, including the AST
Investment Grade Bond Sub-account.

If the deduction of the charge would result in the Unadjusted Account Value
falling below the lesser of $500 or 5% of the sum of the Unadjusted Account
Value on the effective date of the benefit plus all Purchase Payments made
subsequent thereto (and any associated Purchase Credits) (we refer to this as
the "Account Value Floor"), we will only deduct that portion of the charge that
would not cause the Unadjusted Account Value to fall below the Account Value
Floor. If the Unadjusted Account Value on the date we would deduct a charge for
the benefit is less than the Account Value Floor, then no charge will be
assessed for that benefit quarter. Charges deducted upon termination of the
benefit may cause the Unadjusted Account Value to fall below the Account Value
Floor. If a charge for the Highest Daily Lifetime 6 Plus with LIA benefit would
be deducted on the same day we process a withdrawal request, the charge will be
deducted first, then the withdrawal will be processed. The withdrawal could
cause the Unadjusted Account Value to fall below the Account Value Floor. While
the deduction of the charge (other than the final charge) may not reduce the
Unadjusted Account Value to zero, withdrawals may reduce the Unadjusted Account
Value to zero.

Eligibility Requirements for LIA Amount. Both a waiting period of 36 months from
the benefit effective date and an elimination period of 120 days from the date
of notification that one or both of the requirements described immediately below
have been met apply before you can become eligible for the LIA Amount. The 120
day elimination period begins on the date that we receive notification from you
of your eligibility for the LIA Amount. Thus, assuming the 36 month waiting
period has been met and we have received the notification referenced in the
immediately preceding sentence, the LIA amount would be available for withdrawal
on the Valuation Day immediately after the 120th day. The waiting period and the
elimination period may run concurrently. In addition to satisfying the waiting

and elimination period, at least one of the following requirements ("LIA
conditions") must be met.

(1) The designated life is confined to a qualified nursing facility. A
qualified nursing facility is a facility operated pursuant to law or any
state licensed facility providing medically necessary in-patient care which
is prescribed by a licensed physician in writing and based on physical
limitations which prohibit daily living in a non-institutional setting.

(2) The designated life is unable to perform two or more basic abilities of
caring for oneself or "activities of daily living." We define these basic
abilities as:

i. Eating: Feeding oneself by getting food into the body from a
receptacle (such as a plate, cup or table) or by a feeding tube or
intravenously.

ii. Dressing: Putting on and taking off all items of clothing and any
necessary braces, fasteners or artificial limbs.

iii. Bathing: Washing oneself by sponge bath; or in either a tub or shower,
including the task of getting into or out of the tub or shower.

iv. Toileting: Getting to and from the toilet, getting on and off the
toilet, and performing associated personal hygiene.

v. Transferring: Moving into or out of a bed, chair or wheelchair.

vi. Continence: Maintaining control of bowel or bladder function; or when
unable to maintain control of bowel or bladder function, the ability
to perform personal hygiene (including caring for catheter or
colostomy bag).

You must notify us in writing when the LIA conditions have been met. If,
when we receive such notification, there are more than 120 days remaining
until the end of the waiting period described above, you will not be
eligible for the LIA Amount, and you will have to notify us again in
writing in order to become eligible. If there are 120 days or less
remaining until the end of the waiting period when we receive notification
that the LIA conditions are met, we will determine eligibility for the LIA
Amount through our then current administrative process, which may include,
but is not limited to, documentation verifying the LIA conditions and/or an
assessment by a third party of our choice. Such assessment may be in person
and we will assume any costs associated with the aforementioned assessment.
The designated life must be available for any assessment or reassessment
pursuant to our administrative process requirements. Once eligibility is
determined, the LIA Amount is equal to double the Annual Income Amount as
described above under the Highest Daily Lifetime 6 Plus benefit.

Additionally, once eligibility is determined, we will reassess your
eligibility on an annual basis although your LIA benefit for the Annuity
Year that immediately precedes or runs concurrent with our reassessment
will not be affected if it is determined that you are no longer eligible.
Your first reassessment may occur in the same year as your initial
assessment. If we determine that you are no longer eligible to receive the
LIA Amount, upon the next Annuity Anniversary the Annual Income Amount
would replace the LIA Amount. There is no limit on the number of times you
can become eligible for the LIA Amount, however, each time would require
the completion of the 120-day elimination period, notification that the
designated life meets the LIA conditions, and determination, through our
then current administrative process, that you are eligible for the LIA
Amount, each as described above.

LIA Amount at the first Lifetime Withdrawal. If your first Lifetime
Withdrawal subsequent to election of Highest Daily Lifetime 6 Plus with LIA
occurs while you are eligible for the LIA Amount, the available LIA Amount
is equal to double the Annual Income Amount.

LIA Amount after the first Lifetime Withdrawal. If you become eligible for
the LIA Amount after you have taken your first Lifetime Withdrawal, the
available LIA amount for the current and subsequent Annuity Years is equal
to double the then current Annual Income Amount. However, the available LIA
amount in the current Annuity Year is reduced by any Lifetime Withdrawals
that have been taken in the current Annuity Year. Cumulative Lifetime
Withdrawals in an Annuity Year which are less than or equal to the LIA
Amount (when eligible for the LIA amount) will not reduce your LIA Amount
in subsequent Annuity Years, but any such withdrawals will reduce the LIA
Amount on a dollar-for-dollar basis in that Annuity Year.

For new issuances of this benefit, we may institute a "cut-off" date that would
stop the appreciation of the Protected Withdrawal Value, even if no Lifetime
Withdrawal had been taken prior to the cut-off date (thus affecting the
determination of the LIA Amount). We will not apply any cut-off date to those
who elected this benefit prior to our institution of a cut-off date.

Withdrawals In Excess of the LIA Amount. Withdrawals (other than the
Non-Lifetime Withdrawal) of any amount in a given Annuity Year up to the LIA
Amount will reduce the Protected Withdrawal Value by the amount of the
withdrawal. However, if your cumulative Lifetime Withdrawals in an Annuity Year
are in excess of the LIA Amount ("Excess Withdrawal"), your LIA Amount in
subsequent years will be reduced (except with regard to Required Minimum
Distributions) by the result of the ratio of the excess portion of the
withdrawal to the Account Value immediately prior to the Excess Withdrawal.
Excess Withdrawals also will reduce the Protected Withdrawal Value by the same
ratio as the reduction to the LIA Amount. Reductions include the actual amount
of the "gross" withdrawal, including any CDSC and MVA (positive or negative)
that may apply. Thus, you should be aware that if you ask to receive a

specified withdrawal amount that itself is not deemed an Excess Withdrawal, with
the understanding that any charges (or MVA) applicable to that withdrawal will
be assessed against your remaining Unadjusted Account Value, the total amount of
the withdrawal may result in the withdrawal being treated as an Excess
Withdrawal. For example, your requested withdrawal amount could be less than the
LIA Amount but be treated as Excess Income due to a negative MVA. Any
withdrawals that are less than or equal to the LIA Amount (when eligible) but in
excess of the free withdrawal amount available under this Annuity will not incur
a CDSC. However, please be aware that although a given withdrawal may qualify as
a free withdrawal for purposes of not incurring a CDSC, the amount of the
withdrawal could exceed the LIA Amount under this benefit. In that scenario, the
withdrawal would be deemed an Excess Withdrawal - thereby reducing your LIA
Amount for future years.

Withdrawals are not required. However, subsequent to the first Lifetime
Withdrawal, the LIA Amount is not increased in subsequent Annuity Years if
you decide not to take a withdrawal in an Annuity Year or take withdrawals
in an Annuity Year that in total are less than the LIA Amount.

Purchase Payments. If you are eligible for the LIA Amount as described
under "Eligibility Requirements for LIA Amount" and you make an additional
Purchase Payment, the Annual Income Amount is increased by an amount
obtained by applying the applicable percentage (4% for ages 45 - less than
59 1/2; 5% for ages 59 1/2-79; and 6% for ages 80 and older) to the
Purchase Payment (including any associated Purchase Credits). The
applicable percentage is based on the attained age of the designated life
on the date of the first Lifetime Withdrawal after the benefit effective
date. (Note that for purposes of the age tiers used with this benefit, we
deem the Annuitant to have reached age 59 1/2 on the 183rd day after
his/her 59th birthday).

The LIA Amount is increased by double the Annual Income Amount, if
eligibility for LIA has been met. The Protected Withdrawal Value is
increased by the amount of each Purchase Payment (including any associated
Purchase Credits).

If the Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the
timing and amounts of your additional Purchase Payments and withdrawals,
the Annual Income Amount (or, if eligible for LIA, the LIA Amount) is being
increased in an unintended fashion. Among the factors we will use in making
a determination as to whether an action is designed to increase the Annual
Income Amount (or, if eligible for LIA, the LIA Amount) in an unintended
fashion is the relative size of additional Purchase Payment(s). We reserve
the right to not accept additional Purchase Payments if we are not then
offering this benefit for new elections. We will exercise such reservation
of right for all annuity purchasers in the same class in a
nondiscriminatory manner.

Step Ups. If your Annual Income Amount is stepped up, your LIA Amount will
be stepped up to equal double the stepped up Annual Income Amount.

Guarantee Payments. If your Unadjusted Account Value is reduced to zero as
a result of cumulative withdrawals that are equal to or less than the LIA
Amount when you are eligible, and there is still a LIA Amount available, we
will make an additional payment for that Annuity Year equal to the
remaining LIA Amount. If this were to occur, you are not permitted to make
additional Purchase Payments to your Annuity. Thus, in that scenario, the
remaining LIA Amount would be payable even though your Unadjusted Account
Value was reduced to zero. In subsequent Annuity Years we make payments
that equal the LIA Amount as described in this section. We will make
payments until the death of the single designated life. Should the
designated life no longer qualify for the LIA amount (as described under
"Eligibility Requirements for LIA Amount" above), the Annual Income Amount
would continue to be available. Subsequent eligibility for the LIA Amount
would require the completion of the 120 day elimination period as well as
meeting the LIA conditions listed above under "Eligibility Requirements for
LIA Amount". To the extent that cumulative withdrawals in the current
Annuity Year that reduce your Unadjusted Account Value to zero are more
than the LIA Amount (except in the case of Required Minimum Distributions),
Highest Daily Lifetime 6 Plus with LIA terminates, and no additional
payments are made.

Annuity Options. In addition to the Highest Daily Lifetime 6 Plus annuity
options described above, after the tenth anniversary of the benefit
effective date ("Tenth Anniversary"), you may also request that we make
annuity payments each year equal to the Annual Income Amount. In any year
that you are eligible for the LIA Amount, we make annuity payments equal to
the LIA Amount. If you would receive a greater payment by applying your
Unadjusted Account Value to receive payments for life under your Annuity,
we will pay the greater amount. Annuitization prior to the Tenth
Anniversary will forfeit any present or future LIA amounts. We will
continue to make payments until the death of the designated life. If this
option is elected, the Annual Income Amount and LIA Amount will not
increase after annuity payments have begun.

If you elect Highest Daily Lifetime 6 Plus with LIA, and never meet the
eligibility requirements, you will not receive any additional payments
based on the LIA Amount.

Termination of Highest Daily Lifetime 6 Plus with LIA. The LIA benefit
terminates upon the first to occur of the following:

. your termination of the benefit;

. your surrender the Annuity;

. our receipt of Due Proof of Death of the designated life;

. the Annuity Date, if Unadjusted Account Value remains on the Annuity
Date and an election is made to commence annuity payments prior to the
tenth Annuity anniversary;

. the Valuation Day on which each of the Unadjusted Account Value and
the Annual Income Amount is zero; and

. if you cease to meet our requirements for elections of this benefit.

Highest Daily Lifetime 6 Plus with LIA uses the same pre-determined mathematical
formula used with Highest Daily Lifetime 6 Plus and Spousal Highest Daily
Lifetime 6 Plus. See the pertinent discussion in Highest Daily Lifetime 6 Plus
above.

Spousal Highest Daily Lifetime/SM/ 6 Plus Income Benefit (SHD6 Plus/sm/)

Spousal Highest Daily Lifetime 6 Plus is a lifetime guaranteed minimum
withdrawal benefit, under which, subject to the terms of the benefit, we
guarantee your ability to take a certain annual withdrawal amount for the lives
of two spouses.

We offer a benefit that guarantees, until the later death of two natural
persons who are each other's spouses at the time of election of the benefit
and at the first death of one of them (the "designated lives", and each, a
"designated life"), the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial principal value (the
"Protected Withdrawal Value") regardless of the impact of Sub-account
performance on the Unadjusted Account Value, subject to our rules regarding
the timing and amount of withdrawals. You are guaranteed to be able to
withdraw the Annual Income Amount for the lives of the designated lives,
provided you have not made withdrawals of excess income that have resulted
in your Unadjusted Account Value being reduced to zero. We also permit you
to designate the first withdrawal from your Annuity as a one-time
"Non-Lifetime Withdrawal." All other withdrawals from your Annuity are
considered a "Lifetime Withdrawal" under the benefit. The benefit may be
appropriate if you intend to make periodic withdrawals from your Annuity,
wish to ensure that Sub-account performance will not affect your ability to
receive annual payments, and wish either spouse to be able to continue the
Spousal Highest Daily Lifetime 6 Plus benefit after the death of the first
spouse. You are not required to make withdrawals as part of the benefit -
the guarantees are not lost if you withdraw less than the maximum allowable
amount each year under the rules of the benefit. An integral component of
Spousal Highest Daily Lifetime 6 Plus is the mathematical formula we employ
that may periodically transfer your Unadjusted Account Value to and from
the AST Investment Grade Bond Sub-account. See the section above entitled
"How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and
the AST Investment Grade Bond Sub-account."

Spousal Highest Daily Lifetime 6 Plus is the spousal version of Highest
Daily Lifetime 6 Plus. This version is only being offered in those
jurisdictions where we have received regulatory approval and will be
offered subsequently in other jurisdictions when we receive regulatory
approval in those jurisdictions. Currently, if you elect Spousal Highest
Daily Lifetime 6 Plus and subsequently terminate the benefit, you may elect
another living benefit, subject to our current rules. See "Election of and
Designations under the Benefit" below and "Termination of Existing Benefits
and Election of New Benefits" for details. Please note that if you
terminate Spousal Highest Daily Lifetime 6 Plus and elect another benefit,
you lose the guarantees that you had accumulated under your existing
benefit and will begin the new guarantees under the new benefit you elect
based on your Unadjusted Account Value as of the date the new benefit
becomes active. Spousal Highest Daily Lifetime 6 Plus must be elected based
on two designated lives, as described below. The youngest designated life
must be at least 50 years old and the oldest designated life must be at
least 55 years old when the benefit is elected. Spousal Highest Daily
Lifetime 6 Plus is not available if you elect any other optional living
benefit, although you may elect any optional death benefit. As long as your
Spousal Highest Daily Lifetime 6 Plus Benefit is in effect, you must
allocate your Unadjusted Account Value in accordance with the Permitted
Sub-accounts available with this benefit. For a more detailed description
of Permitted Sub-Accounts, see the "Investment Options" section.

You may also participate in the 6 or 12 Month Dollar Cost Averaging Program
if you elect Spousal Highest Daily Lifetime 6 Plus, subject to the 6 or 12
Month DCA Program's rules.

Key Feature - Protected Withdrawal Value

The Protected Withdrawal Value is used to calculate the initial Annual
Income Amount. The Protected Withdrawal Value is separate from your
Unadjusted Account Value and not available as cash or a lump sum. On the
effective date of the benefit, the Protected Withdrawal Value is equal to
your Unadjusted Account Value. On each Valuation Day thereafter until the
date of your first Lifetime Withdrawal (excluding any Non-Lifetime
Withdrawal discussed below), the Protected Withdrawal Value is equal to the
"Periodic Value" described in the next paragraph.

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during the
calendar day(s) between the Prior Valuation Day and the Current Valuation Day
(i.e., one day for successive Valuation Days, but more than one calendar day for
Valuation Days that are separated by weekends and/or holidays), plus the amount
of any Purchase Payment (including any associated Purchase Credits) made on the
Current Valuation Day (the Periodic Value is proportionally reduced for any
Non-Lifetime Withdrawal); and

(2) the Unadjusted Account Value on the current Valuation Day.

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) (proportionally reduced for any Non-Lifetime
Withdrawal):

(c) all Purchase Payments (including any associated Purchase Credits) made
after one year following the effective date of the benefit.

In the rider for this benefit, as respects the preceding paragraph, we use
the term "Guaranteed Base Value" to refer to the Unadjusted Account Value
on the effective date of the benefit, plus the amount of any "adjusted"
Purchase Payments made within one year after the effective date of the
benefit. "Adjusted" Purchase Payments means Purchase Payments we receive,
increased by any Purchase Credits applied to your Account Value in relation
to Purchase Payments, and decreased by any fees or tax charges deducted
from such Purchase Payments upon allocation to the Annuity.

Once the first Lifetime Withdrawal is made, the Protected Withdrawal Value at
any time is equal to the greater of (i) the Protected Withdrawal Value on the
date of the first Lifetime Withdrawal, increased for subsequent Purchase
Payments (including any associated Purchase Credits) and reduced for subsequent
Lifetime Withdrawals, and (ii) the highest daily Unadjusted Account Value upon
any step-up, increased for subsequent Purchase Payments (including any
associated Purchase Credits) and reduced for subsequent Lifetime Withdrawals.

Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime
6 Plus Benefit

The Annual Income Amount is equal to a specified percentage of the
Protected Withdrawal Value. The percentage initially depends on the age of
the younger designated life on the date of the first Lifetime Withdrawal
after election of the benefit. The percentages are: 4% for ages 50-64, 5%
for ages 65-84, and 6% for ages 85 and older. We use the age of the younger
designated life even if that designated life is no longer a participant
under the Annuity due to death or divorce. Under the Spousal Highest Daily
Lifetime 6 Plus benefit, if your cumulative Lifetime Withdrawals in an
Annuity Year are less than or equal to the Annual Income Amount, they will
not reduce your Annual Income Amount in subsequent Annuity Years, but any
such withdrawals will reduce the Annual Income Amount on a
dollar-for-dollar basis in that Annuity Year and also will reduce the
Protected Withdrawal Value on a dollar-for-dollar basis. If your cumulative
Lifetime Withdrawals in an Annuity Year are in excess of the Annual Income
Amount for any Annuity Year ("Excess Income"), your Annual Income Amount in
subsequent years will be reduced (except with regard to Required Minimum
Distributions for this Annuity that comply with our rules) by the result of
the ratio of the Excess Income to the Account Value immediately prior to
such withdrawal (see examples of this calculation below). Excess Income
also will reduce the Protected Withdrawal Value by the same ratio.
Reductions are based on the actual "gross" amount of the withdrawal,
including any Contingent Deferred Sales Charge (CDSC) and MVA (positive or
negative) that may apply. Thus, you should be aware that if you ask to
receive a specified withdrawal amount that itself is not deemed Excess
Income, with the understanding that any charges (or MVA) applicable to that
withdrawal will be assessed against your remaining Unadjusted Account
Value, the total amount of the withdrawal may result in the withdrawal
being treated as Excess Income.

Note that if your withdrawal of the Annual Income Amount in a given Annuity Year
exceeds the applicable free withdrawal amount under the Annuity (but is not
considered Excess Income), we will not impose any CDSC on the amount of that
withdrawal.However, please be aware that although a given withdrawal may qualify
as a free withdrawal for purposes of not incurring a CDSC, the amount of the
withdrawal could exceed the Annual Income Amount under this benefit. In that
scenario, the withdrawal would be deemed Excess Income - thereby reducing your
Annual Income Amount for future years.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Spousal Highest
Daily Lifetime 6 Plus and subsequent to the first Lifetime Withdrawal will (i)
increase the then-existing Annual Income Amount by an amount equal to a
percentage of the Purchase Payment (including any associated Purchase Credits)
based on the age of the younger designated life at the time of the first
Lifetime Withdrawal (the percentages are: 4% for ages 50-64, 5% for ages 65-84,
and 6% for ages 85 and older, and (ii) increase the Protected Withdrawal Value
by the amount of the Purchase Payment (including any associated Purchase
Credits).

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
can result in a larger Annual Income Amount subsequent to your first Lifetime
Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
Date of the Annuity (the "Annuity Anniversary") immediately after your first
Lifetime Withdrawal under the benefit. Specifically, upon the first such Annuity
Anniversary, we identify the Unadjusted Account Value on each Valuation Day
within the immediately preceding Annuity Year after your first Lifetime
Withdrawal. Having identified the highest daily value (after all daily values
have been adjusted for subsequent Purchase Payments and withdrawals), we then
multiply that value by a percentage that varies based on the age of the younger
designated life on the Annuity Anniversary as of which the step-up would occur.
The percentages are 4% for ages 50-64, 5% for ages 65-84, and 6% for ages 85 and
older. If that value exceeds the existing Annual Income Amount, we replace the
existing amount with the new, higher amount. Otherwise, we leave the existing
Annual Income Amount intact. The Unadjusted Account Value on the Annuity
Anniversary is considered the last daily step-up value of the Annuity Year. In
later years (i.e., after the first Annuity Anniversary after the first Lifetime
Withdrawal), we determine whether an automatic step-up should occur on each
Annuity Anniversary by performing a similar examination of the Unadjusted
Account Values that occurred on Valuation Days during the year. Taking Lifetime
Withdrawals could produce a greater difference between your Protected Withdrawal
Value and your Unadjusted Account Value, which may make a Highest Daily Auto
Step-up less likely to occur. At the time that we increase your Annual Income
Amount, we also increase your Protected Withdrawal Value to equal the highest
daily value upon which your step-up was based only if that results in an
increase to the Protected Withdrawal Value. Your Protected Withdrawal Value will
never be decreased as a result of an income step-up. If, on the date that we
implement a Highest Daily Auto Step-Up to your Annual Income Amount, the charge
for Spousal Highest Daily Lifetime 6 Plus has changed for new purchasers, you
may be subject to the new charge at the time of such step-up. Prior to
increasing your charge for Spousal Highest Daily Lifetime 6 Plus upon a step-up,
we would notify you, and give you the opportunity to cancel the automatic
step-up feature. If you receive notice of a proposed step-up and accompanying
fee increase, you should carefully evaluate whether the amount of the step-up
justifies the increased fee to which you will be subject.

The Spousal Highest Daily Lifetime 6 Plus benefit does not affect your ability
to take withdrawals under your Annuity, or limit your ability to take
withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
Lifetime 6 Plus, if your cumulative Lifetime Withdrawals in an Annuity Year are
less than or equal to the Annual Income Amount, they will not reduce your Annual
Income Amount in subsequent Annuity Years, but any such withdrawals will reduce
the Annual Income Amount on a dollar-for-dollar basis in that Annuity Year. If,
cumulatively, you withdraw an amount less than the Annual Income Amount in any
Annuity Year, you cannot carry-over the unused portion of the Annual Income
Amount to subsequent Annuity Years.

remains.

Examples of dollar-for-dollar and proportional reductions, and the
Highest Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Spousal Highest Daily
Lifetime 6 Plus benefit or any other fees and charges under the Annuity. Assume
the following for all three examples:

. The Issue Date is November 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on August
1, 2011

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in an
Annual Income Amount of $6,000 (since the younger designated life is between the
ages of 65 and 84 at the time of the first Lifetime Withdrawal, the Annual
Income Amount is 5% of the Protected Withdrawal Value, in this case 5% of
$120,000). Assuming $2,500 is withdrawn from the Annuity on this date, the
remaining Annual Income Amount for that Annuity Year (up to and including
October 31, 2011) is $3,500. This is the result of a dollar-for-dollar reduction
of the Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future Annuity
Years on a proportional basis based on the ratio of the excess withdrawal to the
Unadjusted Account Value immediately prior to the excess withdrawal. (Note that
if there were other withdrawals in that Annuity Year, each would result in
another proportional reduction to the Annual Income Amount).

Here is the calculation:

Unadjusted Account Value before Lifetime Withdrawal $118,000.00
Less Amount of "non" excess withdrawal $ 3,500.00
Unadjusted Account Value immediately before excess withdrawal of $1,500 $ 1,500.00
Divided by Unadjusted Account Value immediately before excess withdrawal $114,500.00
Ratio 1.31%
Annual Income Amount $ 6,000.00
Less Ratio of 1.31% $ 78.60
Annual Income Amount for Future Annuity Years $ 5,921.40

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the Annual
Income Amount is stepped-up if the appropriate percentage (based on the younger
designated life's age on that Annuity Anniversary) of the highest daily value
since your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
years), adjusted for withdrawals and additional Purchase Payments (including any
associated Purchase Credits), is higher than the Annual Income Amount, adjusted
for excess withdrawals and additional Purchase Payments (including any
associated Purchase Credits).

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the Annual
Income Amount will be stepped up if 5% (since the youngest designated life is
between 65 and 84 on the date of the potential step-up) of the highest daily
Unadjusted Account Value adjusted for withdrawals and Purchase Payments
(including any associated Purchase Credits), is higher than $5921.40. Here are
the calculations for determining the daily values. Only the October 25 value is
being adjusted for excess withdrawals as the October 30 and October 31 Valuation
Days occur after the excess withdrawal on October 27.

Highest Daily Value
(adjusted for Adjusted Annual
withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
---------------- ------------- ----------------------- ------------------------

* In this example, the Annuity Anniversary date is November 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be every day following the Annuity
Anniversary. The Annuity Anniversary Date of November 1 is considered the
final Valuation Date for the Annuity Year.

. The Unadjusted Account Value of $119,000 on October 25 is first
reduced dollar-for-dollar by $3,500 ($3,500 is the remaining Annual
Income Amount for the Annuity Year), resulting in an Unadjusted
Account Value of $115,500 before the excess withdrawal.

Day of October 31. The Unadjusted Account Value on October 31 is $119,000 and 5%
of this amount is $5,950. Since this is higher than $5,699.35, the adjusted
Annual Income Amount is reset to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Spousal Highest Daily Lifetime 6 Plus. It is an optional feature of the
benefit that you can only elect at the time of your first withdrawal. The amount
of the Non-Lifetime Withdrawal cannot be more than the amount that would cause
the Annuity to be taken below the minimum Surrender Value after a withdrawal for
your Annuity. This Non-Lifetime Withdrawal will not establish our initial Annual
Income Amount and the Periodic Value above will continue to be calculated.
However, the total amount of the withdrawal will proportionally reduce all
guarantees associated with the Spousal Highest Daily Lifetime 6 Plus benefit.
You must tell us at the time you take the withdrawal if your withdrawal is
intended to be the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal
under the Spousal Highest Daily Lifetime 6 Plus benefit. If you don't elect the
Non-Lifetime Withdrawal, the first withdrawal you make will be the first
Lifetime Withdrawal that establishes your Protected Withdrawal Value and Annual
Income Amount. Once you elect the Non-Lifetime Withdrawal or Lifetime
Withdrawals, no additional Non-Lifetime withdrawals may be taken.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

Assume the following:

. The Issue Date is December 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
September 1, 2011

. The Unadjusted Account Value at benefit election was $105,000

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Spousal Highest
Daily Lifetime 6 Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10th benefit
year minimum Periodic Value guarantee is $210,000 and the 20th benefit year
minimum Periodic Value guarantee is $420,000, and the Unadjusted Account Value
is $120,000. Assuming $15,000 is withdrawn from the Annuity on October 2, 2011
and is designated as a Non-Lifetime Withdrawal, all guarantees associated with
the Spousal Highest Daily Lifetime 6 Plus benefit will be reduced by the ratio
the total withdrawal amount represents of the Account Value just prior to the
withdrawal being taken.

Here is the calculation:

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless the
Required Minimum Distribution amount is greater than the Annual Income Amount.
Unless designated as a Non-Lifetime Withdrawal, Required Minimum Distributions
are considered Lifetime Withdrawals. If you take a withdrawal in an Annuity Year
in which your Required Minimum Distribution for that year is not greater than
the Annual Income Amount, and the amount of the withdrawal exceeds the remaining
Annual Income Amount for that year, we will treat the withdrawal as a withdrawal
of Excess Income. Such a withdrawal of Excess Income will reduce the Annual
Income Amount available in future years. If the Required Minimum Distribution
(as calculated by us for your Annuity and not previously withdrawn in the
current calendar year) is greater than the Annual Income Amount, an amount equal
to the remaining Annual Income Amount plus the difference between the Required
Minimum Distribution amount not previously withdrawn in the current calendar
year and the Annual Income Amount will be available in the current Annuity Year
without it being considered a withdrawal of Excess Income. In the event that a
Required Minimum Distribution is calculated in a calendar year that crosses more
than one Annuity Year and you choose to satisfy the entire Required Minimum
Distribution for that calendar year in the next Annuity Year, the distribution
taken in the next Annuity Year will reduce your Annual Income Amount in that
Annuity Year by the amount of the distribution. If the Required Minimum
Distribution not taken in the prior Annuity Year is greater than the Annual
Income Amount as guaranteed by the benefit in the current Annuity Year, the
total Required Minimum Distribution amount may be taken without being treated as
a withdrawal of Excess Income.

Example - Required Minimum Distributions

The following example is purely hypothetical and is intended to illustrate a
scenario in which the Required Minimum Distribution amount in a given Annuity
Year is greater than the Annual Income Amount.

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being treated
as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) = $4,000).

you may withdraw in the subsequent Annuity Year if you stop taking withdrawals
in the current Annuity Year and choose not to satisfy the Required Minimum
Distribution in the current Annuity Year (assuming the Annual Income Amount in
the subsequent Annuity Year is $5,000) without being treated as a withdrawal of
Excess Income is $6,000. This withdrawal must comply with all IRS guidelines in
order to satisfy the Required Minimum Distribution for the current calendar
year.

Benefits Under Spousal Highest Daily Lifetime 6 Plus

. To the extent that your Unadjusted Account Value was reduced to zero
as a result of cumulative Lifetime Withdrawals in an Annuity Year that
are less than or equal to the Annual Income Amount, and amounts are
still payable under Spousal Highest Daily Lifetime 6 Plus, we will
make an additional payment, if any, for that Annuity Year equal to the
remaining Annual Income Amount for the Annuity Year. Thus, in that
scenario, the remaining Annual Income Amount would be payable even
though your Unadjusted Account Value was reduced to zero. In
subsequent Annuity Years we make payments that equal the Annual Income
Amount as described in this section. We will make payments until the
death of the first of the designated lives to die, and will continue
to make payments until the death of the second designated life as long
as the designated lives were spouses at the time of the first death.
After the Account Value is reduced to zero, you are not permitted to
make additional Purchase Payments to your Annuity. To the extent that
cumulative withdrawals in the Annuity Year that reduced your
Unadjusted Account Value to zero are more than the Annual Income
Amount, the Spousal Highest Daily Lifetime 6 Plus benefit terminates,
and no additional payments will be made. However, if a withdrawal in
the latter scenario was taken to satisfy a Required Minimum
Distribution (as described above) under the Annuity then the benefit
will not terminate, and we will continue to pay the Annual Income
Amount in subsequent Annuity Years until the death of the second
designated life provided the designated lives were spouses at the
death of the first designated life.

. Please note that if your Unadjusted Account Value is reduced to zero,
all subsequent payments will be treated as annuity payments. Further,
payments that we make under this benefit after the Latest Annuity Date
will be treated as annuity payments.

. If annuity payments are to begin under the terms of your Annuity, or
if you decide to begin receiving annuity payments and there is an
Annual Income Amount due in subsequent Annuity Years, you can elect
one of the following two options:

(1) apply your Unadjusted Account Value, less any applicable state
required premium tax, to any annuity option available; or

(2) request that, as of the date annuity payments are to begin, we
make annuity payments each year equal to the Annual Income
Amount. We will make payments until the first of the designated
lives to die, and will continue to make payments until the death
of the second designated life as long as the designated lives
were spouses at the time of the first death. If, due to death of
a designated life or divorce prior to annuitization, only a
single designated life remains, then annuity payments will be
made as a life annuity for the lifetime of the designated life.
We must receive your request in a form acceptable to us at our
office. If applying your Unadjusted Account Value, less any
applicable tax charges, to our current life only (or joint life,
depending on the number of designated lives remaining) annuity
payment rates results in a higher annual payment, we will give
you the higher annual payment.

. In the absence of an election when mandatory annuity payments are to
begin, we currently make annual annuity payments as a joint and
survivor or single (as applicable) life fixed annuity with eight
payments certain, by applying the greater of the annuity rates then
currently available or the annuity rates guaranteed in your Annuity.
We reserve the right at any time to increase or decrease the certain
period in order to comply with the Code (e.g., to shorten the period
certain to match life expectancy under applicable Internal Revenue
Service tables). The amount that will be applied to provide such
annuity payments will be the greater of:

(1) the present value of the future Annual Income Amount
payments. Such present value will be calculated using the
greater of the joint and survivor or single (as applicable)
life fixed annuity rates then currently available or the
joint and survivor or single (as applicable) life fixed
annuity rates guaranteed in your Annuity; and

(2) the Unadjusted Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals under the Spousal Highest Daily Lifetime 6 Plus benefit are
subject to all of the terms and conditions of the Annuity, including any
applicable CDSC and MVA for the Non-Lifetime Withdrawal, as well as
withdrawals that exceed the Annual Income Amount.

Withdrawal program running at the time you elect this benefit, the program
must withdraw funds pro-rata. The first Systematic Withdrawal that
processes after your election of the benefit will be deemed a Lifetime
Withdrawal.

.. You cannot allocate Purchase Payments or transfer Unadjusted Account Value
to or from the AST Investment Grade Bond Sub-account. A summary description
of the AST Investment Grade Bond Portfolios appears in the prospectus
section entitled "What Are The Investment Objectives and Policies of The
Portfolios?" In addition, you can find a copy of the AST Investment Grade
Bond Portfolio prospectus by going to www.prudentialannuities.com.

.. You can make withdrawals from your Annuity without purchasing the Spousal
Highest Daily Lifetime 6 Plus benefit. The Spousal Highest Daily Lifetime 6
Plus benefit provides a guarantee that if your Unadjusted Account Value
declines due to Sub-account performance, you will be able to receive your
Annual Income Amount in the form of periodic benefit payments.

.. Transfers to and from the elected Sub-accounts, the MVA Options, and the
AST Investment Grade Bond Sub-account triggered by the Spousal Highest
Daily Lifetime 6 Plus mathematical formula will not count toward the
maximum number of free transfers allowable under an Annuity.

.. Upon inception of the benefit, 100% of your Unadjusted Account Value must
be allocated to the Permitted Sub-accounts. We may amend the Permitted
Sub-accounts from time to time. Changes to Permitted Sub-accounts, or to
the requirements as to how you may allocate your Account Value with this
benefit, will apply to new elections of the benefit and may apply to
current participants in the benefit. To the extent that changes apply to
current participants in the benefit, they will apply only upon
re-allocation of Account Value, or upon addition of additional Purchase
Payments. That is, we will not require such current participants to
re-allocate Account Value to comply with any new requirements.

.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in Good Order, we will (i) sell units of the
non-permitted investment options and (ii) invest the proceeds of those
sales in the Sub-accounts that you have designated. During this
reallocation process, your Unadjusted Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case
generally. The newly-elected benefit will commence at the close of business
on the following Valuation Day. Thus, the protection afforded by the
newly-elected benefit will not arise until the close of business on the
following Valuation Day.

.. The current charge for Spousal Highest Daily Lifetime 6 Plus is 0.95%
annually of the greater of Unadjusted Account Value and Protected
Withdrawal Value. The maximum charge for Spousal Highest Daily Lifetime 6
Plus is 1.50% annually of the greater of the Unadjusted Account Value and
Protected Withdrawal Value. We deduct this charge on quarterly
anniversaries of the benefit effective date, based on the values on the
last Valuation Day prior to the quarterly anniversary. Thus, we deduct, on
a quarterly basis, 0.2375% of the greater of the prior Valuation Day's
Unadjusted Account Value, or the prior Valuation Day's Protected Withdrawal
Value. We deduct the fee pro rata from each of your Sub-accounts, including
the AST Investment Grade Bond Sub-account.

If the deduction of the charge would result in the Unadjusted Account Value
falling below the lesser of $500 or 5% of the sum of the Unadjusted Account
Value on the effective date of the benefit plus all Purchase Payments made
subsequent thereto (and any associated Purchase Credits) (we refer to this as
the "Account Value Floor"), we will only deduct that portion of the charge that
would not cause the Unadjusted Account Value to fall below the Account Value
Floor. If the Unadjusted Account Value on the date we would deduct a charge for
the benefit is less than the Account Value Floor, then no charge will be
assessed for that benefit quarter. Charges deducted upon termination of the
benefit may cause the Unadjusted Account Value to fall below the Account Value
Floor. If a charge for the Spousal Highest Daily Lifetime 6 Plus benefit would
be deducted on the same day we process a withdrawal request, the charge will be
deducted first, then the withdrawal will be processed. The withdrawal could
cause the Unadjusted Account Value to fall below the Account Value Floor. While
the deduction of the charge (other than the final charge) may not reduce the
Unadjusted Account Value to zero, withdrawals may reduce the Unadjusted Account
Value to zero. If this happens and the Annual Income Amount is greater than
zero, we will make payments under the benefit and the Death Benefit (described
above) will not be payable.

Election of and Designations under the Benefit

Spousal Highest Daily Lifetime 6 Plus can only be elected based on two
designated lives. Designated lives must be natural persons who are each other's
spouses at the time of election of the benefit and at the death of the first of
the designated lives to die. Currently, Spousal Highest Daily Lifetime 6 Plus
only may be elected where the Owner, Annuitant, and Beneficiary designations are
as follows:

.. One Annuity Owner, where the Annuitant and the Owner are the same person
and the sole beneficiary is the Owner's spouse. The younger Owner/Annuitant
and the beneficiary must be at least 50 years old and the older must be at
least 55 years old at the time of election; or

.. Co-Annuity Owners, where the Owners are each other's spouses. The
beneficiary designation must be the surviving spouse, or the spouses named
equally. One of the owners must be the Annuitant. The younger Owner must be
at least 50 years old and the older owner must be at least 55 years old at
the time of election; or

Account"), the beneficiary is the Custodial Account, and the spouse of the
Annuitant is the Contingent Annuitant. The younger of the Annuitant and the
Contingent Annuitant must be at least 50 years old and the older must be at
least 55 years old at the time of election.

We do not permit a change of Owner under this benefit, except as follows: (a) if
one Owner dies and the surviving spousal Owner assumes the Annuity, or (b) if
the Annuity initially is co-owned, but thereafter the Owner who is not the
Annuitant is removed as Owner. We permit changes of Beneficiary designations
under this benefit, however if the Beneficiary is changed, the benefit may not
be eligible to be continued upon the death of the first designated life. If the
designated lives divorce, the Spousal Highest Daily Lifetime 6 Plus benefit may
not be divided as part of the divorce settlement or judgment. Nor may the
divorcing spouse who retains ownership of the Annuity appoint a new designated
life upon re-marriage.

Spousal Highest Daily Lifetime 6 Plus can be elected at the time that you
purchase your Annuity or after the Issue Date, subject its availability, and our
eligibility rules and restrictions. If you elect Spousal Highest Daily Lifetime
6 Plus and terminate it, you can re-elect it, subject to our current rules and
availability. See "Termination of Existing Benefits and Election of New
Benefits" for information pertaining to elections, termination and re-election
of benefits. Please note that if you terminate a living benefit and elect
Spousal Highest Daily Lifetime 6 Plus, you lose the guarantees that you had
accumulated under your existing benefit, and your guarantees under Spousal
Highest Daily Lifetime 6 Plus will be based on your Unadjusted Account Value on
the effective date of Spousal Highest Daily Lifetime 6 Plus.. You should
carefully consider whether terminating your existing benefit and electing a new
benefit is appropriate for you. We reserve the right to waive, change and/or
further limit the election frequency in the future.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be taken
on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct proportion
to the proportion that each such Sub-account bears to your total Account Value)
in order for you to be eligible for the benefit. Thus, you may not elect Spousal
Highest Daily Lifetime 6 Plus so long as you participate in a systematic
withdrawal program in which withdrawals are not taken pro rata.

Termination of the Benefit

You may terminate the benefit at any time by notifying us. If you terminate the
benefit, any guarantee provided by the benefit will terminate as of the date the
termination is effective, and certain restrictions on re-election may apply.

The benefit automatically terminates upon the first to occur of the following:

.. upon our receipt of Due Proof of Death of the first designated life, if the
surviving spouse opts to take the death benefit under the Annuity (rather
than continue the Annuity) or if the surviving spouse is not an eligible
designated life;

.. upon the death of the second designated life;

.. your termination of the benefit;

.. your surrender of the Annuity;

.. your election to begin receiving annuity payments (although if you have
elected to take annuity payments in the form of the Annual Income Amount,
we will continue to pay the Annual Income Amount);

.. both the Unadjusted Account Value and Annual Income Amount equal zero; and

.. you cease to meet our requirements as described in "Election of and
Designations under the Benefit".

Upon termination of Spousal Highest Daily Lifetime 6 Plus other than upon
death of a designated life or annuitization, we impose any accrued fee for
the benefit (i.e., the fee for the pro-rated portion of the year since the
fee was last assessed), and thereafter we cease deducting the charge for
the benefit. This final charge will be deducted even if it results in the
Unadjusted Account Value falling below the Account Value Floor. With regard
to your investment allocations, upon termination we will: (i) leave intact
amounts that are held in the Permitted Sub-accounts (including any amounts
in the MVA Options), and (ii) unless you are participating in an asset
allocation program (i.e., Custom Portfolios Program, Automatic Rebalancing
Program, or 6 or 12 Month DCA Program) for which we are providing
administrative support, transfer all amounts held in the AST Investment
Grade Bond Portfolio Sub-account to your variable Investment Options, pro
rata (i.e. in the same proportion as the current balances in your variable
Investment Options). If prior to the transfer from the AST Investment Grade
Bond Sub-account the Account Value in the variable Investment Options is
zero, we will transfer such amounts to the AST Money Market Sub-account.

How Spousal Highest Daily Lifetime 6 Plus Transfers Account Value between
Your Permitted Sub-accounts and the AST Investment Grade Bond Sub-account.
See "How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6
Plus Transfers Unadjusted Account Value Between Your Permitted Sub-accounts
and the AST Investment Grade Bond Sub-account" above for information
regarding this component of the benefit.

Additional Tax Considerations

If you purchase an annuity as an investment vehicle for "qualified"
investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b))
or employer plan under Code Section 401(a), the Required Minimum
Distribution rules under the Code provide that you begin receiving periodic
amounts beginning after age 70 1/2. For a Tax Sheltered Annuity or a 401(a)
plan for which the participant is not a greater than five (5) percent owner
of the employer, this required beginning date can generally be deferred to
retirement, if later. Roth IRAs are not subject to these rules during the
owner's lifetime. The amount required under the Code may exceed the Annual
Income Amount, which will cause us to increase the Annual Income Amount in
any Annuity Year that Required Minimum Distributions due from your Annuity
are greater than such amounts, as discussed above. In addition, the amount
and duration of payments under the annuity payment provisions may be
adjusted so that the payments do not trigger any penalty or excise taxes
due to tax considerations such as Required Minimum Distribution provisions
under the tax law.

As indicated, withdrawals made while this benefit is in effect will be
treated, for tax purposes, in the same way as any other withdrawals under
the Annuity. Please see the Tax Considerations section for a detailed
discussion of the tax treatment of withdrawals. We do not address each
potential tax scenario that could arise with respect to this benefit here.
However, we do note that if you participate in Spousal Highest Daily
Lifetime 6 Plus through a non-qualified annuity, as with all withdrawals,
once all Purchase Payments are returned under the Annuity, all subsequent
withdrawal amounts will be taxed as ordinary income.

GUARANTEED RETURN OPTION/sm/ Plus II (GRO Plus II)

GRO Plus II is a form of "guaranteed minimum accumulation benefit" that
guarantees a specified Unadjusted Account Value at one or more dates in the
future. If you participate in this benefit, you are subject to the predetermined
mathematical formula described below that transfers Account Value between your
Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee that on the seventh anniversary of benefit
election, and each anniversary thereafter, the Unadjusted Account Value will be
not less than the Unadjusted Account Value on the date that the benefit is added
to your Annuity (adjusted for subsequent Purchase Payments and withdrawals as
detailed below). We refer to this initial guarantee as the "base guarantee." In
addition to the base guarantee, GRO Plus II offers the possibility of an
enhanced guarantee. You may "manually" lock in an enhanced guarantee once per
"benefit year" (i.e., a year beginning on the date you acquired the benefit and
each anniversary thereafter) if your Unadjusted Account Value on that Valuation
Day exceeds the amount of any outstanding base guarantee or enhanced guarantee.
If you elect to manually lock-in an enhanced guarantee on an anniversary of the
effective date of the benefit, that lock-in will not count towards the one
elective manual lock-in you may make each benefit year. We guarantee that the
Unadjusted Account Value locked-in by that enhanced guarantee will not be any
less seven years later, and each anniversary of that date thereafter. In
addition, you may elect an automatic enhanced guarantee feature under which, if
your Unadjusted Account Value on a benefit anniversary exceeds the highest
existing guarantee by 7% or more, we guarantee that such Unadjusted Account
Value will not be any less seven benefit anniversaries later and each benefit
anniversary thereafter. You may maintain only one enhanced guarantee in addition
to your base guarantee. Thus, when a new enhanced guarantee is created, it
cancels any existing enhanced guarantee. However, the fact that an enhanced
guarantee was effected automatically on a benefit anniversary does not prevent
you from "manually" locking-in an enhanced guarantee during the ensuing benefit
year. In addition, the fact that you "manually" locked in an enhanced guarantee
does not preclude the possibility of an automatic enhanced guarantee on the
subsequent benefit anniversary. You may elect to terminate an enhanced guarantee
without also terminating the base guarantee. If you do, any amounts held in the
AST bond portfolio Sub-account (which is used as part of this benefit) with
respect to that enhanced guarantee will be transferred to your other
Sub-accounts in accordance with your most recent allocation instructions, and if
none exist, then pro rata to your variable Sub-accounts (see below "Key Feature
- Allocation of Unadjusted Account Value").

Amounts held in an AST bond portfolio Sub-account with respect to the base
guarantee will not be transferred as a result of the termination of an enhanced
guarantee. You may not lock in an enhanced guarantee, either manually or through
our optional automatic program, within seven years prior to the Latest Annuity
Date (please see "Annuity Options" for further information). This also applies
to a new Owner who has acquired the Annuity from the original Owner.

In this section, we refer to a date on which the Unadjusted Account Value is
guaranteed to be present as the "maturity date". If the Account Value on the
maturity date is less than the guaranteed amount, we will contribute funds from
our general account to bring your Unadjusted Account Value up to the guaranteed
amount. If the maturity date is not a Valuation Day, then we would contribute
such an amount on the next Valuation Day. We will allocate any such amount to
each Sub-account (other than the AST bond portfolio Sub-account used with this
benefit and described below) in accordance with your most recent allocation
instructions, which means: a) the Custom Portfolio Program or, b) if you are not
participating in this program, then such amounts will be allocated to your
Sub-accounts on a pro rata basis. Regardless of whether we need to contribute
funds at the end of a Guarantee Period, we will at that time transfer all
amounts held within the AST bond portfolio Sub-account associated with the
maturing guarantee in accordance with your most recent allocation instructions,
which means: a) the Custom Portfolio Program or, b) if you are not participating
in this program, then such amounts will be allocated to you Sub-accounts on a
pro rata basis. If the former (i.e., an asset allocation program), your
Unadjusted Account Value will be transferred according to the program.

Any addition or transferred amount may be subsequently re-allocated based on the
predetermined mathematical formula described below.

The guarantees provided by the benefit exist only on the applicable maturity
date(s). However, due to the ongoing monitoring of your Unadjusted Account
Value, and the transfer of Unadjusted Account Value to support your future
guarantees, the benefit may provide some protection from significant Sub-account
losses. For this same reason, the benefit may limit your ability to benefit from
Sub-account increases while it is in effect.

We increase both the base guarantee and any enhanced guarantee by the amount of
each Purchase Payment (including any associated Purchase Credits) made
subsequent to the date that the guarantee was established. For example, if the
effective date of the benefit was January 1, 2011 and the Account Value was
$100,000 on that date, then a $30,000 Purchase Payment made on March 30, 2012
would increase the base guarantee amount to $130,000.

If you make a withdrawal (including any CDSC), we effect a proportional
reduction to each existing guarantee amount. We calculate a proportional
reduction by reducing each existing guarantee amount by the percentage
represented by the ratio of the withdrawal amount (including any CDSC) to your
Unadjusted Account Value immediately prior to the withdrawal.If you make a
withdrawal, we will deduct the withdrawal amount pro rata from each of your
Sub-accounts (including the AST bond portfolio Sub-account used with this
benefit).

EXAMPLE

This example is purely hypothetical and does not reflect the charges for the
benefit or any other fees and charges under the Annuity. It is

intended to illustrate the proportional reduction of a withdrawal on each
guarantee amount under this benefit.Assume the following:

. The Issue Date is December 1, 2010

. The benefit is elected on December 1, 2010

. The Account Value on December 1, 2010 is $200,000, which results in a
base guarantee of $200,000

. An enhanced guarantee amount of $350,000 is locked in on December 1,
2011

. The Account Value immediately prior to the withdrawal is equal to
$380,000

. No CDSC is applicable

If a withdrawal of $50,000 is taken on December 15, 2011, all guarantee amounts
will be reduced by the ratio of the total withdrawal amount to the Account Value
just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

. Withdrawal Amount divided by $ 50,000

. Account Value before withdrawal $380,000

. Equals ratio 13.16%

. All guarantees will be reduced by the above ratio (13.16%)

. Base guarantee amount $173,680

. Enhanced guarantee amount $303,940

Key Feature - Allocation of Unadjusted Account Value For GRO Plus II and Highest
Daily GRO II

We limit the Sub-accounts to which you may allocate Unadjusted Account Value if
you elect GRO Plus II or Highest Daily GRO II (HD GRO II). For purposes of these
benefits, we refer to those permitted investment options (other than the
required bond portfolio Sub-accounts discussed below) as the "Permitted
Sub-accounts."

GRO Plus II and HD GRO II use a predetermined mathematical formula to help
manage your guarantees through all market cycles. The formula applicable to you
may not be altered once you elect the benefit. However, subject to regulatory
approval, we do reserve the right to amend the formula for newly-issued
Annuities that elect or re-elect GRO Plus II and HD GRO II and for existing
Annuities that elect the benefit post-issue. This required formula helps us
manage our financial exposure under GRO Plus II and HD GRO II, by moving assets
out of certain Sub-accounts if dictated by the formula (see below). In essence,
we seek to preserve Unadjusted Account Value, by transferring them to a more
stable option (i.e., one or more specified bond Portfolios of Advanced Series
Trust). We refer to the Sub-accounts corresponding to these bond Portfolios
collectively as the "AST bond portfolio Sub-accounts". The formula also
contemplates the transfer of Unadjusted Account Value from an AST bond portfolio
Sub-account to the other Sub-accounts. The formula is set forth in Appendix D of
this prospectus. A summary description of each AST bond portfolio Sub-account
appears within the prospectus section entitled "What Are The Investment
Objectives and Policies Of The Portfolios?" You will be furnished with a
prospectus describing the AST bond Portfolios. In addition, you can find a copy
of the AST bond portfolio prospectus by going to www.prudentialannuities.com.

For purposes of operating the GRO Plus II formula, we have included within each
Annuity several AST bond portfolio Sub-accounts. Each AST bond portfolio is
unique, in that its underlying investments generally mature at different times.
For example, there would be an AST bond portfolio whose underlying investments
generally mature in 2020, an AST bond portfolio whose underlying investments
generally mature in 2021, and so forth. As discussed below, the formula
determines the appropriate AST bond portfolio Sub-account to which Account Value
is transferred. We will introduce new AST bond portfolio Sub-accounts in
subsequent years, to correspond generally to the length of new guarantee periods
that are created under this benefit (and the Highest Daily GRO II benefit). If
you have elected GRO Plus II or HD GRO II, you may have Unadjusted Account Value
allocated to an AST bond portfolio Sub-account only by operation of the formula,
and thus you may not allocate Purchase Payments to or make transfers to or from
an AST bond portfolio Sub-Account.

Although we employ several AST bond portfolio Sub-accounts for purposes of the
benefit, the formula described in the next paragraph operates so that your
Unadjusted Account Value may be allocated to only one AST bond portfolio
Sub-account at one time. The formula determines the appropriate AST Bond
Portfolio Sub-account to which Unadjusted Account Value is transferred. On any
day a transfer into or out of the AST bond portfolio Sub-account is made the
formula may dictate that a transfer out of one AST bond portfolio Sub-account be
made into another AST bond portfolio Sub-account. Any transfer into an AST bond
portfolio Sub-account will be directed to the AST bond portfolio Sub-account
associated with the "current liability", as described below. As indicated, the
AST bond portfolio Sub-accounts are employed with this benefit to help us
mitigate the financial risks under our guarantee. Thus, in accordance with the
formula applicable to you under the benefit, we determine which AST bond
portfolio Sub-account your Account Value is transferred to, and under what
circumstances a transfer is made.

In general, the formula works as follows. On each Valuation Day, the formula
automatically performs an analysis with respect to each guarantee that is
outstanding. For each outstanding guarantee, the formula begins by determining
the present value on that Valuation Day that, if appreciated at the applicable
"discount rate", would equal the applicable guarantee amount on the maturity
date. As detailed in the formula, the discount rate is an interest rate
determined by taking a benchmark index used within the financial services
industry and then reducing that interest rate by a prescribed adjustment. Once
selected, we do not change the applicable benchmark index (although we do
reserve the right to use a new benchmark index if the original benchmark is
discontinued). The greatest of each such present value is referred to as the
"current liability" in the formula. The formula compares the current liability
to the amount of your Unadjusted Account Value held within the AST bond
portfolio Sub-account and to your Unadjusted Account Value held within the
Permitted Sub-accounts. If the current liability, reduced by the amount held
within the AST bond portfolio Sub-account, and divided by the amount held within
the Permitted Sub-accounts, exceeds an upper target value (currently, 85%), then
the formula will make a transfer into the AST bond portfolio Sub-account, in the
amount dictated by the formula (subject to the 90% cap discussed below). If the
current liability, reduced by the amount held within the AST bond portfolio
Sub-account, and divided by the amount within the Permitted Sub-accounts, is
less than a lower target value (currently, 79%), then the formula will transfer
Unadjusted Account Value from the AST bond portfolio Sub-account into the
Permitted Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond portfolio Sub-account
that results in more than 90% of your Unadjusted Account Value being allocated
to the AST bond portfolio Sub-account ("90% cap"). Thus, on any Valuation Day,
if the formula would require a transfer to the AST bond portfolio Sub-account
that would result in more than 90% of the Unadjusted Account Value being
allocated to the AST bond portfolio Sub-account, only the amount that results in
exactly 90% of the Unadjusted Account Value being allocated to the AST bond
portfolio Sub-account will be transferred. Additionally, future transfers into
the AST bond portfolio Sub-account will not be made (regardless of the
performance of the AST bond portfolio Sub-account and the Permitted
Sub-accounts) at least until there is first a transfer out of the AST bond
portfolio Sub-account. Once this transfer occurs out of the AST bond portfolio
Sub-account, future amounts may be transferred to or from the AST bond portfolio
Sub-account if dictated by the formula (subject to the 90% cap). At no time will
the formula make a transfer to the AST bond portfolio Sub-account that results
in greater than 90% of your Unadjusted Account Value being allocated to the AST
bond portfolio Sub-account. However, it is possible that, due to the investment
performance of your allocations in the AST bond portfolio Sub-account and your
allocations in the Permitted Sub-accounts you have selected, your Unadjusted
Account Value could be more than 90% invested in the AST bond portfolio
Sub-account. If you make additional Purchase Payments to your Annuity while the
90% cap is in effect, the formula will not transfer any of such additional
Purchase Payments to the AST bond portfolio Sub-account at least until there is
first a transfer out of the AST bond portfolio Sub-account, regardless of how
much of your Unadjusted Account Value is in the Permitted Sub accounts. This
means that there could be scenarios under which, because of the additional
Purchase Payments you make, less than 90% of your entire Unadjusted Account
Value is allocated to the AST bond portfolio Sub-account, and the formula will
still not transfer any of your Unadjusted Account Value to the AST bond
portfolio Sub-account (at least until there is first a transfer out of the AST
bond portfolio Sub-account).

For example,

. March 19, 2011 - a transfer is made to the AST bond portfolio
Sub-account that results in the 90% cap being met and now $90,000 is
allocated to the AST bond portfolio Sub-account and $10,000 is
allocated to the Permitted Sub-accounts.

. March 20, 2011 - you make an additional Purchase Payment of $10,000.
No transfers have been made from the AST bond portfolio Sub-account to
the Permitted Sub-accounts since the cap went into effect on March 19,
2011.

. On March 20, 2011 (and at least until first a transfer is made out of
the AST bond portfolio Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date
you have 82% in the AST bond portfolio Sub-account and 18% in the
Permitted Sub-accounts (such that $20,000 is allocated to the
Permitted Sub-accounts and $90,000 to the AST bond portfolio
Sub-account).

. Once there is a transfer out of the AST bond portfolio Sub-account (of
any amount), the formula will operate as described above, meaning that
the formula could transfer amounts to or from the AST bond portfolio
Sub-account if dictated by the formula (subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into and out
of effect multiple times while you participate in the benefit. We will
continue to monitor your Account Value daily and, if dictated by the
formula, systematically transfer amounts between the Permitted
Sub-accounts you have chosen and the AST bond portfolio Sub-account as
dictated by the formula.

As discussed above, each Valuation Day, the formula analyzes the
difference between your Unadjusted Account Value and your guarantees,
as well as how long you have owned the benefit, and determines if any
portion of your Unadjusted Account Value needs to be transferred into
or out of the AST bond portfolio Sub-accounts. Therefore, at any given
time, some, none, or most of your Unadjusted Account Value may be
allocated to the AST bond portfolio Sub-accounts.

The amount that is transferred to and from the AST bond portfolio
Sub-accounts pursuant to the formula depends upon a number of factors
unique to your Annuity (and is not necessarily directly correlated
with the securities markets, bond markets, or interest rates, in
general) including:

. The difference between your Unadjusted Account Value and your
guarantee amount(s);

. The amount of time until the maturity of your guarantee(s);

. The amount invested in, and the performance of, the Permitted
Sub-accounts;

. The amount invested in, and the performance of, the AST bond
portfolio Sub-accounts;

. The discount rate used to determine the present value of your
guarantee(s);

. Additional Purchase Payments, if any, that you make to the
Annuity; and

. Withdrawals, if any, taken from the Annuity.

Any amounts invested in the AST bond portfolio Sub-accounts will
affect your ability to participate in a subsequent market recovery.
Conversely, the Unadjusted Account Value may be higher at the
beginning of the market recovery, e.g. more of the Unadjusted Account
Value may have been protected from decline and volatility than it
otherwise would have been had the benefit not been elected. The AST
bond portfolio Sub-accounts are available only with certain optional
living benefits, and you may not allocate Purchase Payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the
benefit that have already been locked-in.

Election/Cancellation of the Benefit

GRO Plus II can be elected on the Issue Date of your Annuity, or on any
Valuation Day thereafter as long as the benefit is available, provided that your
Unadjusted Account Value is allocated in a manner permitted with the benefit and
that you otherwise meet our eligibility rules. You may elect GRO Plus II only if
the oldest of the Owner and Annuitant is 84 or younger on the date of election.
.. However you will lose all guarantees that you had accumulated under those
benefits. The base guarantee under GRO Plus II will be based on your current
Unadjusted Account Value at the time GRO Plus II becomes effective on your
Annuity. GRO Plus II is not available if you participate in any other optional
living benefit. However, GRO Plus II may be elected together with any optional
death benefit.

GRO Plus II will terminate automatically upon: (a) the death of the Owner or the
Annuitant (in an entity owned contract), unless the Annuity is continued by the
surviving spouse; (b) as of the date Unadjusted Account Value is applied to
begin annuity payments; (c) as of the anniversary of benefit election that
immediately precedes the contractually-mandated latest annuity date, or (d) upon
full surrender of the Annuity. If you elect to terminate the benefit, GRO Plus
II will no longer provide any guarantees. The charge for the GRO Plus II benefit
will no longer be deducted from your Unadjusted Account Value upon termination
of the benefit.

If you elect this benefit, and in connection with that election you are required
to reallocate to different investment options permitted under this benefit, then
on the Valuation Day on which we receive your request in Good Order, we will (i)
sell units of the non-permitted investment options and (ii) invest the proceeds
of those sales in the permitted investment options that you have designated.
During this reallocation process, your Unadjusted Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case generally.
The protection afforded by the newly-elected benefit will not arise until the
close of business on the following Valuation Day.

If you wish, you may cancel the GRO Plus II benefit. You may also cancel an
enhanced guarantee, but leave the base guarantee intact. Upon cancellation, you
may elect any other currently available living benefit on any Valuation Day
after you have cancelled the GRO Plus II benefit, provided that your Unadjusted
Account Value is allocated in a manner permitted with that new benefit and that
you otherwise meet our eligibility rules. Upon cancellation of the GRO Plus II
benefit, any Unadjusted Account Value allocated to the AST bond portfolio
Sub-account used with the formula will be reallocated to the Permitted
Sub-Accounts according to your most recent allocation instructions or, in
absence of such instructions, pro rata (i.e., in direct proportion to your
current allocations). Upon your re-election of GRO Plus II, Unadjusted Account
Value may be transferred between the AST bond portfolio Sub-accounts and the
Permitted Sub-accounts according to the predetermined mathematical formula (see
"Key Feature - Allocation of Unadjusted Account Value" above for more details).
You also should be aware that upon cancellation of the GRO Plus II benefit, you
will lose all guarantees that you had accumulated under the benefit. Thus, the
guarantees under any newly-elected benefit will be based on your current
Unadjusted Account Value at benefit effectiveness. The benefit you elect or
re-elect may be more expensive than the benefit you cancel. Once the GRO Plus II
benefit is canceled you are not required to re-elect another optional living
benefit and any subsequent benefit election may be made on or after the first
Valuation Day following the cancellation of the GRO Plus II benefit provided
that the benefit you are looking to elect is available at that time and on a
post-issue basis.

Special Considerations under GRO Plus II

This benefit is subject to certain rules and restrictions, including, but not
limited to the following:

. Upon inception of the benefit, 100% of your Unadjusted Account Value
must be allocated to the Permitted Sub-accounts. The Permitted
Sub-accounts are those described in the Investment Option section of
this prospectus. No MVA Options may be in effect as of the date that
you elect to participate in the benefit, nor may you add such
allocations after you have acquired the benefit.

. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

. Any amounts applied to your Unadjusted Account Value by us on a
maturity date will not be treated as "investment in the contract" for
income tax purposes.

. Only systematic withdrawal programs in which amounts withdrawn are
being taken on a pro rata basis from your Annuity's Sub-accounts
(i.e., in direct proportion to the proportion that each such
Sub-account bears to your total Unadjusted Account Value) will be
permitted if you participate in GRO Plus II. Thus, you may not elect
GRO Plus II so long as you participate in a systematic withdrawal
program in which withdrawals are not taken pro rata. Similarly, if you
currently participate in GRO Plus II, we will allow you to add a
systematic withdrawal program only if withdrawals under the program
are to be taken pro rata.

. As the time remaining until the applicable maturity date(s) gradually
decreases, the benefit may become increasingly sensitive to moves to
an AST bond portfolio Sub-account.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets of
the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the GRO Plus II benefit. The annualized charge is deducted
daily. The charge is deducted to compensate us for: (a) the risk that your
Account Value on a maturity date is less than the amount guaranteed and (b)
administration of the benefit.

HIGHEST DAILY/sm/ GUARANTEED RETURN OPTION/sm/) II (HD GRO/sm/II)

HD GRO II is a form of "guaranteed minimum accumulation benefit" that guarantees
a specified Account Value at one or more dates in the future. If you participate
in this benefit, you are subject to a predetermined mathematical formula that
transfers Account Value between your Sub-accounts and an AST bond portfolio
Sub-account.

The initial guarantee is created on the day that the HD GRO II benefit is added
to your Annuity. We guarantee that your Unadjusted Account Value on the tenth
anniversary of that day (we refer to each such anniversary as a "benefit
anniversary") will not be less than your Unadjusted Account Value on the day
that the HD GRO II benefit was added or re-added to your Annuity. Each benefit
anniversary thereafter, we create a new guarantee. With respect to each such
subsequent guarantee, we identify the highest Unadjusted Account Value that
occurred between the date of that benefit anniversary and the date on which HD
GRO II was added to your Annuity. We guarantee that your Unadjusted Account
Value ten years after that benefit anniversary will be no less than the highest
daily Unadjusted Account Value (adjusted for Purchase Payments and withdrawals,
as described below) that occurred during that time period. The following example
illustrates the time period over which we identify the highest daily Unadjusted
Account Value for purposes of each subsequent guarantee under the benefit. If
the date of benefit election were January 1, 2010, we would create a guarantee
on January 1, 2014 based on the highest Unadjusted Account Value achieved
between January 1, 2010 and January 1, 2014, and that guarantee would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts for
Purchase Payments (and any associated Purchase Credits) and withdrawals.

If the Unadjusted Account Value on the maturity date is less than the guaranteed
amount, we will contribute funds from our general account to bring your
Unadjusted Account Value up to the guaranteed amount. If the maturity date is
not a Valuation Day, then we would contribute such an amount on the next
Valuation Day. We will allocate any such amount to each Sub-account (other than
the AST bond portfolio Sub-account used with this benefit and described below)
in accordance with your most recent allocations instructions. Regardless of
whether we need to contribute funds at the end of a guarantee period, we will at
that time transfer all amounts held within the AST bond portfolio Sub-account
associated with the maturing guarantee to your other Sub-accounts on a pro rata
basis, unless your Account Value is either (1) being allocated according to an
asset allocation program or (2) at that time allocated entirely to an AST bond
portfolio Sub-account. If the former (i.e., an asset allocation program), your
Unadjusted Account Value will be transferred according to

the program. If the latter (i.e., an AST bond portfolio Sub-account), then your
Unadjusted Account Value will be transferred to the Sub-accounts permitted with
this benefit according to your most recent allocation instructions. Any addition
or transferred amount may subsequently be re-allocated based on the
predetermined mathematical formula described below.

We increase the amount of each guarantee that has not yet reached its maturity
date, as well as the highest daily Unadjusted Account Value that we calculate to
establish a guarantee, by the amount of each subsequent Purchase Payment
(including any associated Purchase Credits) made prior to the applicable
maturity date. For example, if the effective date of the benefit was January 1,
2011, and there was an initial guaranteed amount that was set at $100,000
maturing January 1, 2021, and a second guaranteed amount that was set at
$120,000 maturing January 1, 2022, then a $30,000 Purchase Payment made on March
30, 2012 would increase the guaranteed amounts to $130,000 and $150,000,
respectively.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

.. The Issue Date is December 1, 2010

.. The benefit is elected on December 1, 2010

.. The Unadjusted Account Value on December 1, 2010 is $200,000, which results
in an initial guarantee of $200,000

.. An additional guarantee amount of $350,000 is locked in on December 1, 2011

.. The Unadjusted Account Value immediately prior to the withdrawal is equal
to $380,000

.. No CDSC is applicable

If a withdrawal of $50,000 is taken on December 15, 2011, all guarantee amounts
will be reduced by the ratio the total withdrawal amount represents of the
Unadjusted Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

.. Unadjusted Account Value before Withdrawal $380,000

.. Equals ratio 13.16%

.. All guarantees will be reduced by the above (13.16%)

.. Initial guarantee amount $173,680

.. Additional guarantee amount $303,940

Key Feature - Allocation of Unadjusted Account Value

We limit the Sub-accounts to which you may allocate Account Value if you elect
HD GRO II. For purposes of this benefit, we refer to those permitted investment
options (other than the AST bond portfolio used with this benefit) as the
"Permitted Sub-accounts".

HD GRO II uses a predetermined mathematical formula to help manage your
guarantees through all market cycles. The formula, and its manner of operation,
is the same as that for GRO Plus II. Please see "Key Feature - Allocation of
Unadjusted Account Value" in the GRO Plus II section of this prospectus for a
discussion of the mathematical formula.

Election/Cancellation of the Benefit

HD GRO II can be elected on the Issue Date of your Annuity, or on any Valuation
Day thereafter as long as the benefit is available, provided that your
Unadjusted Account Value is allocated in a manner permitted with the benefit and
you otherwise meet our eligibility requirements. You may elect HD GRO II only if
the oldest of the Owner and Annuitant is 84 or younger on the date of election.
If you currently participate in a living benefit that may be cancelled, you may
terminate that benefit at any time and elect HD GRO II. However you will lose
all guarantees that you had accumulated under the previous benefit. The initial
guarantee under HD GRO II will be based on your current Unadjusted Account Value
at the time the new benefit becomes effective on your Annuity.

HD GRO II is not available if you participate in any other living benefit.
However, HD GRO II may be elected together with any optional death benefit.

HD GRO II will terminate automatically upon: (a) the death of the Owner or the
Annuitant (in an entity owned contract), unless the Annuity is continued by the
surviving spouse; (b) as of the date Unadjusted Account Value is applied to
begin annuity payments; (c) as of the anniversary of benefit election that
immediately precedes the contractually-mandated latest annuity date, or (d) upon
full surrender of the Annuity. If you elect to terminate the benefit, HD GRO II
will no longer provide any guarantees. The charge for the HD GRO II benefit will
no longer be deducted from your Unadjusted Account Value upon termination of the
benefit.

If you wish, you may cancel the HD GRO II benefit. You may then elect any other
currently available living benefit on any Valuation Day after you have cancelled
the HD GRO II benefit, provided that your Unadjusted Account Value is allocated
in the manner permitted with that new benefit and you otherwise meet our
eligibility requirements. Upon cancellation of the HD GRO II benefit, any
Unadjusted Account Value allocated to the AST bond portfolio Sub-accounts used
with the formula will be reallocated to the Permitted Sub-Accounts according to
your most recent allocation instructions or, in absence of such instructions,
pro rata (i.e., in direct proportion to your current allocations). Upon your
re-election of HD GRO II, Unadjusted Account Value may be transferred between
the AST bond portfolio Sub-accounts and the other Sub-accounts according to the
predetermined mathematical formula (see "Key Feature - Allocation of Unadjusted
Account Value" section for more details). You also should be aware that upon
cancellation of the HD GRO II benefit, you will lose all guarantees that you had
accumulated under the benefit. Thus, the guarantees under your newly-elected
benefit will be based on your current Unadjusted Account Value at the time the
new benefit becomes effective. The benefit you elect or re-elect may be more
expensive than the benefit you cancel.

Special Considerations under HD GRO II

This benefit is subject to certain rules and restrictions, including, but not
limited to the following:

.. Upon inception of the benefit, 100% of your Unadjusted Account Value must
be allocated to the Permitted Sub-accounts. The Permitted Sub-accounts are
those described in the Investment Option section.

.. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

.. Any amounts applied to your Unadjusted Account Value by us on a maturity
date will not be treated as "investment in the contract" for income tax
purposes.

.. As the time remaining until the applicable maturity date gradually
decreases, the benefit may become increasingly sensitive to moves to an AST
bond portfolio Sub-account.

.. Only systematic withdrawal programs in which amounts withdrawn are being
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Unadjusted Account Value) will be permitted if you participate in HD GRO
II. Thus, you may not elect HD GRO II so long as you participate in a
systematic withdrawal program in which withdrawals are not taken pro rata.
Similarly, if you currently participate in HD GRO II, we will allow you to
add a systematic withdrawal program only if withdrawals under the program
are to be taken pro rata.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets of
the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the HD GRO II benefit. The annualized charge is deducted daily.
The charge is deducted to compensate us for: (a) the risk that your Account
Value on the maturity date is less than the amount guaranteed and (b)
administration of the benefit.

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT

Each Annuity provides a Death Benefit prior to annuitization. If the Annuity is
owned by one or more natural persons, the Death Benefit is payable upon the
death of the Owner (or the first to die, if there are multiple Owners). If an
Annuity is owned by an entity, the Death Benefit is payable upon the Annuitant's
death if there is no Contingent Annuitant. Generally, if a Contingent Annuitant
was designated before the Annuitant's death and the Annuitant dies, then the
Contingent Annuitant becomes the Annuitant and a Death Benefit will not be paid
upon the Annuitant's death. The person upon whose death the Death Benefit is
paid is referred to below as the "decedent." Where an Annuity is structured so
that it is owned by a grantor trust but the Annuitant is not the grantor, then
the Annuity is required to terminate upon the death of the grantor if the
grantor pre-deceases the Annuitant under Section 72(s) of the Code. Under this
circumstance, the Surrender Value will be paid out to the trust and is not
eligible for the Death benefit provided under the Annuity.

We determine the amount of the Death Benefit as of the date we receive "Due
Proof of Death". Due Proof of Death can be met only if each of the following is
submitted to us in Good Order: (a) a death certificate or similar documentation
acceptable to us (b) all representations we require or which are mandated by
applicable law or regulation in relation to the death claim and the payment of
death proceeds and (c) any applicable election of the method of payment of the
death benefit by at least one Beneficiary (if not previously elected by the
Owner). We must be made aware of the entire universe of eligible Beneficiaries
in order for us to have received Due Proof of Death. Any given Beneficiary must
submit the written information we require in order to be paid his/her share of
the Death Benefit.

Once we have received Due Proof of Death, each eligible Beneficiary may take
his/her portion of the Death Benefit in one of the forms described in this
prospectus (e.g., distribution of the entire interest in the Annuity within 5
years after the date of death, or as periodic payments over a period not
extending beyond the life or life expectancy of the Beneficiary). Each
Beneficiary choosing to continue the Annuity may re-allocate Account Value among
the other available Sub-accounts.

After our receipt of Due Proof of Death, we automatically transfer any remaining
Death Benefit to the AST Money Market Sub-account. However, between the date of
death and the date that we transfer any remaining Death Benefit to the AST Money
Market Sub-account, the amount of the Death Benefit could be subject to market
fluctuations.

If we receive Due Proof of Death more than one year after the date of
death, we reserve the right to limit the Death Benefit to the Unadjusted
Account Value on the date we receive Due Proof of Death (i.e., we would not
pay the minimum Death Benefit or any Optional Death Benefit). We reserve
the right to waive or extend the one year day period on a
non-discriminatory basis.

With respect to a Beneficiary Annuity, the Death Benefit is triggered by the
death of the beneficial owner (or the Key Life, if entity-owned). However, if
the Annuity is held as a Beneficiary Annuity, the Owner is an entity, and the
Key Life is already deceased, then no Death Benefit is payable upon the death of
the beneficial owner.

MINIMUM DEATH BENEFIT

Each Annuity provides a minimum Death Benefit at no additional charge. The
amount of the minimum Death Benefit is equal to the greater of:

. The sum of all Purchase Payments you have made since the Issue Date of
the Annuity (excluding any Purchase Credits) until the date of Due
Proof of Death, reduced proportionally by the ratio of the amount of
any withdrawal to the Account Value immediately prior to the
withdrawal; AND

. Your Unadjusted Account Value (less the amount of any Purchase Credits
applied during the period beginning 12-months prior to the decedent's
date of death, and ending on the date we receive Due Proof of Death
with respect to the X Series).

OPTIONAL DEATH BENEFITS

Two optional Death Benefits are offered for purchase with your Annuity to
provide an enhanced level of protection for your beneficiaries. The optional
Death Benefits are called the Highest Anniversary Value Death Benefit and the
Combination 5% Roll-up and Highest Anniversary Value Death Benefit. These
optional Death Benefits also are available if your Annuity is held as a
Beneficiary Annuity. Currently, these optional death benefits are only offered
in those jurisdictions where we have received regulatory approval and must be
elected at the time that you purchase your Annuity. Neither optional death
benefit is available with Highest Daily Lifetime 6 Plus with LIA. You may not
elect both Optional Death Benefits. Investment restrictions apply if you elect
either Optional Death Benefit. See the chart in the "Investment Options" section
of the prospectus for a list of Investment Options available and permitted with
each benefit. If subsequent to your election of an Optional Death Benefit, we
change our requirements as to how your Account Value must be allocated, we will
not compel you to re-allocate your Account Value in accordance with our
newly-adopted requirements.

Key Terms Used with the Highest Anniversary Value Death Benefit and the
Combination 5% Roll-up and Highest Anniversary Value Death Benefit:

. The Death Benefit Target Date for both the Highest Anniversary Value
Death Benefit and the Combination 5% Roll-up and HAV Death Benefit
initially is the later of (a) the anniversary of the Issue Date
coinciding with or next following the date the oldest Owner (or
Annuitant, if the Annuity is entity-owned) reaches age 80 and (b) the
fifth anniversary of the Issue Date of the Annuity. If there is a
change of Owner (or Annuitant, if the Annuity is entity-owned) prior
to the Death Benefit Target Date, then we will set the Death Benefit
Target Date with reference to the age of the oldest new Owner (or
Annuitant). However, we will not change the Death Benefit Target Date
if the change of Owner (or Annuitant, for an entity-owned Annuity)
occurs after the previous Death Benefit Target Date.

. The Highest Anniversary Value on the Issue Date is equal to your
Unadjusted Account Value (including any Purchase Credits, in the case
of the X Series). Thereafter, we calculate a Highest Anniversary Value
on each anniversary of the Issue Date of the Annuity ("Annuity
Anniversary") up to and including the earlier of the date of death or
attainment of the Death Benefit Target Date. On each such anniversary,
the Anniversary Value is equal to the greater of (a) the previous
Highest Anniversary Value and (b) the Unadjusted Account Value on each
such Anniversary. Between such anniversaries, the Highest Anniversary
Value is increased by the sum of all Purchase Payments (including any
associated Purchase Credits) since the prior anniversary date and
reduced by any Proportional Withdrawals since the prior anniversary
date.

. The Roll-up Value. The initial Roll-Up Value is equal to the
Unadjusted Account Value on the Issue Date of the Annuity. Each day we
increase the Roll-up Value, plus the amount of any additional Purchase
Payments you make after the effective date of the Death Benefit
(including Purchase Credits with respect to the X Series), at the
daily equivalent of a 5% annual rate. We stop increasing the Roll-Up
Value at the 5% annual rate on the first to occur of the following:
(1) the decedent's date of death and (2) the Death Benefit Target
Date. After we stop increasing the Roll-Up Value at the 5% annual
rate, we continue to increase the Roll-Up Value by the amount of any
additional Purchase Payments (including Purchase Credits with respect
to the X Series) made after that date.

. Proportional Withdrawals are determined by calculating the ratio of
the amount of the withdrawal (including any applicable CDSC and MVA)
to the Account Value as of the date of the withdrawal but immediately
prior to the withdrawal. Proportional withdrawals result in a
reduction to the Highest Anniversary Value or Roll-Up value by
reducing such value in the same proportion as the Account Value was
reduced by the withdrawal as of the date the withdrawal occurred. For
example, if your Highest Anniversary Value or Roll-up value is
$125,000 and you subsequently withdraw $10,000 at a time when your
Account Value is equal to $100,000 (a 10% reduction), then we will
reduce your Highest Anniversary Value or Roll-Up value ($ 125,000) by
10%, or $12,500.

Highest Anniversary Value Death Benefit ("HAV")

If an Annuity has one Owner, the Owner must be age 79 or less at the time the
Highest Anniversary Value Optional Death Benefit is elected. If an Annuity has
joint Owners, the oldest Owner must be age 79 or less upon election. If an
Annuity is owned by an entity, the Annuitant must be age 79 or less upon
election.

Calculation of Highest Anniversary Value Death Benefit

If the decedent's date of death occurs before the Death Benefit Target Date, the
Death Benefit equals the greater of:

1. the greater of the minimum Death Benefit described above, and

2. the Highest Anniversary Value as of the date on which we receive Due Proof of
Death, less any Purchase Credits granted during the period beginning 12 months
prior to the date of death and ending on the date we receive Due Proof of Death.
This means that we will recapture any Purchase Credits granted with respect to
Purchase Payments we receive beginning 12 months prior to the date of death and
thereafter.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. the greater of the minimum Death Benefit described above, and,

2. the Highest Anniversary Value on the Death Benefit Target Date, plus any
Purchase Payments (and associated Purchase Credits) since the Death Benefit
Target Date, less the effect of any Proportional Withdrawals since the Death
Benefit Target Date, and less any Purchase Credits granted during the period
beginning 12 months prior to the date of death and ending on the date we receive
Due Proof of Death.

This Death Benefit may not be an appropriate feature where the oldest Owner's
age (Annuitant if entity owned) is near age 80. This is because the benefit may
not have the same potential for growth as it otherwise would, since there will
be fewer Annuity anniversaries before the Death Benefit Target Date is reached.

Combination 5% Roll-up and Highest Anniversary Value Death Benefit

If an Annuity has one Owner, the Owner must be age 79 or less at the time the
Combination 5% Roll-up and HAV Optional Death Benefit is purchased. If an
Annuity has joint Owners, the oldest Owner must be age 79 or less upon election.
If the Annuity is owned by an entity, the Annuitant must be age 79 or less upon
election.

Calculation of 5% Roll-Up and Highest Anniversary Value Death Benefit

The Combination 5% Roll-up and HAV Death Benefit equals the greatest of:

If the decedent's date of death occurs before the Death Benefit Target Date, the
Death Benefit equals the greater of:

1. the greater of the minimum Death Benefit described above, and

3. the Roll-Up Value as described above.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. the greater of the minimum Death Benefit described above, and,

2. the Highest Anniversary Value on the Death Benefit Target Date plus any
Purchase Payments (and associated Purchase Credits) since the Death Benefit
Target Date, less the effect of any Proportional Withdrawals since the Death
Benefit Target Date, and, less any Purchase Credits granted during the period
beginning 12 months prior to the date of death and ending on the date we receive
Due Proof of Death.

3. the Roll-Up Value as described below.

Effect of withdrawals on the Roll-up Value prior to Death Benefit Target Date.
Withdrawals prior to the Death Benefit Target Date reduce the Roll-Up Value by
the amount of the withdrawal until an annual "dollar-for-dollar" limit has been
reached, and withdrawals in excess of the dollar-for-dollar limit then reduce
the Roll-Up Value proportionally. Until the first Anniversary of the Issue Date,
the dollar-for-dollar limit is equal to 5% of the initial Roll-Up Value. On each
Annuity Anniversary thereafter, we reset the dollar-for-dollar limit to equal 5%
of the Roll-Up Value on that anniversary. When all or a portion of a withdrawal
exceeds the dollar-for-dollar limit for that Annuity Year, the excess portion of
the withdrawal proportionally reduces the Roll-Up Value. The proportional
reduction decreases the Roll-Up Value by the ratio of the "excess withdrawal"
(i.e., the amount of the withdrawal that exceeds the dollar-for-dollar limit in
that Annuity Year) to your Account Value (after the Account Value has been
reduced by any portion of the withdrawal that was within the dollar-for-dollar
limit but is not reduced by the excess withdrawal).

Effect of withdrawals on the Roll-up Value on or after the Death Benefit Target
Date. All withdrawals after the Death Benefit Target date are Proportional
Withdrawals.

What are the charges for the optional Death Benefits?

For elections of the Highest Anniversary Value Death Benefit and the Combination
5% Roll-Up and HAV Death Benefit, we impose a charge equal to 0.40% and 0.80%,
respectively, per year of the average daily net assets of the Sub-accounts. We
deduct the charge for each of these benefits to compensate Pruco Life for
providing increased insurance protection under the optional Death Benefits. The
additional annualized charge is deducted daily against your Account Value
allocated to the Sub-accounts.

Can I terminate the optional Death Benefits?

The Highest Anniversary Value Death Benefit and the Combination 5% Roll-up and
HAV Death Benefit may not be terminated by you once elected. Each optional Death
Benefit will terminate upon the first to occur of the following:

. the date that the Death Benefit is determined, unless the Annuity is
continued by a spouse Beneficiary;

. upon your designation of a new Owner or Annuitant who, as of the
effective date of the change, is older than the age at which we would
then issue the Death Benefit (or if we do not then consent to continue
the Death Benefit);

. upon the Annuity Date;

. upon surrender of the Annuity; or

. if your Account Value reaches zero.

Where an Annuity is structured so that it is owned by a grantor trust but the
Annuitant is not the grantor, then the Annuity is required to be surrendered
upon the death of the grantor if the grantor pre-deceases the Annuitant under
Section 72(s) of the Code. Under this circumstance, the Account Value will be
paid out to the Beneficiary, and is not eligible for the Death Benefit provided
under the Annuity.

Upon termination, we cease to assess the fee for the optional Death Benefit.

Is there a Death Benefit Suspension Period?

If the decedent was not the Owner or Annuitant as of the Issue Date (or within
60 days thereafter) and did not become the Owner or Annuitant due to the prior
Owner's or Annuitant's death, any Death Benefit (including any optional Death
Benefit) that applies will be suspended for a two-year period as to that person
from the date he or she first became Owner or Annuitant. While the two year
suspension is in effect, the Death Benefit amount will equal the Unadjusted
Account Value, less any Purchase Credits granted during the period beginning 12
months prior to decedent's date of death and ending on the date we receive Due
Proof of Death. Thus, if you had elected an Optional Death benefit, and the
suspension were in effect, you would be paying the fee for the Optional Death
Benefit even though during the suspension period your Death Benefit would be
limited to the Unadjusted Account Value. After the two-year suspension period is
completed the Death Benefit is the same as if the suspension period had not been
in force. See the section of the prospectus above generally with regard to
changes of Owner or Annuitant that are allowable.

Spousal Continuation of Annuity

Unless you designate a Beneficiary other than your spouse, upon the death of
either spousal Owner, the surviving spouse may elect to continue ownership of
the Annuity instead of taking the Death Benefit payment. The Unadjusted Account
Value as of the date of Due Proof of Death will be equal to the Death Benefit
that would have been payable. Any amount added to the Unadjusted Account Value
will be allocated to the Sub-accounts (if you participate in an optional living
benefit, such amount will not be directly added to any bond portfolio
Sub-account used by the benefit, but may be reallocated by the pre-determined
mathematical formula on the same day). No CDSC will apply to purchase payments
made prior to the effective date of a spousal continuance. However, any
additional Purchase Payments applied after the date the continuance is effective
will be subject to all provisions of the Annuity, including the CDSC when
applicable.

Subsequent to spousal continuation, the basic Death Benefit will be equal to the
greater of:

. The Unadjusted Account Value on the effective date of the spousal
continuance, plus all Purchase Payments you have made since the
spousal continuance (excluding any Purchase Credits) until the date of
Due Proof of Death, reduced proportionally by the ratio of the amount
of any withdrawal to the Account Value immediately prior to the
withdrawal; and

. The Unadjusted Account Value on Due Proof of Death of the surviving
spouse (less the amount of any Purchase Credits applied during the
period beginning 12-months prior to the decedent's date of death, and
ending on the date we receive Due Proof of Death with respect to the X
Series).

Spousal continuation is also permitted, subject to our rules and regulatory
approval, if the Annuity is held by a custodial account established to hold
retirement assets for the benefit of the natural person Annuitant pursuant to
the provisions of Section 408(a) of the Code ("Custodial Account") and, on the
date of the Annuitant's death, the spouse of the Annuitant is (1) the Contingent
Annuitant under the Annuity and (2) the beneficiary of the Custodial Account.
The ability to continue the Annuity in this manner will result in the Annuity no
longer qualifying for tax deferral under the Code. However, such tax deferral
should result from the ownership of the Annuity by the Custodial Account. Please
consult your tax or legal adviser.

Federal law only permits a spousal continuance to defer the distribution
requirements of the Code to spouses recognized under federal law.

Any Optional Death Benefit in effect at the time the first of the spouses dies
will continue only if spousal assumption occurs prior to the Death Benefit
Target Date and prior to the assuming spouse's 80th birthday. If spousal
assumption occurs after the Death Benefit Target Date (or the 80th birthday of
the assuming spouse), then any Optional Death Benefit will terminate as of the
date of spousal assumption. In that event, the assuming spouse's Death Benefit
will equal the basic Death Benefit.

We allow a spouse to continue the Annuity even though he/she has reached or
surpassed the Latest Annuity Date. However, upon such a spousal continuance,
annuity payments would begin immediately.

PAYMENT OF DEATH BENEFITS

Alternative Death Benefit Payment Options - Annuities owned by Individuals (not
associated with Tax-Favored Plans) Except in the case of a spousal continuation
as described above, upon your death, certain distributions must be made under
the Annuity. The required distributions depend on whether you die before you
start taking annuity payments under the Annuity or after you start taking
annuity payments under the Annuity. If you die on or after the Annuity Date, the
remaining portion of the interest in the Annuity must be distributed at least as
rapidly as under the method of distribution being used as of the date of death.
In the event of the decedent's death before the Annuity Date, the Death Benefit
must be distributed:

. within five (5) years of the date of death; or

. as a series of payments not extending beyond the life expectancy of
the beneficiary or over the life of the beneficiary. Payments under
this option must begin within one year of the date of death.

If the Annuity is held as a Beneficiary Annuity, the payment of the Death
Benefit must be distributed:

. as a lump sum payment; or

. as a series of required distributions under the Beneficiary
Continuation Option as described below in the section entitled
"Beneficiary Continuation Option,", unless you have made an election
prior to Death Benefit proceeds becoming due

Alternative Death Benefit Payment Options - Annuities Held by Tax-Favored Plans

The Code provides for alternative death benefit payment options when an Annuity
is used as an IRA, 403(b) or other "qualified investment" that requires minimum
distributions. Upon your death under an IRA, 403(b) or other "qualified
investment", the designated Beneficiary may generally elect to continue the
Annuity and receive Required Minimum Distributions under the Annuity instead of
receiving the Death Benefit in a single payment. The available payment options
will depend on whether you die before the date Required Minimum Distributions
under the Code were to begin, whether you have named a designated beneficiary
and whether the Beneficiary is your surviving spouse.

year in which you would have reached age 70 1/2, whichever is later.
Additionally, if the Death Benefit is payable to (or for the benefit
of) your surviving spouse, that portion of the Annuity may be
continued with your spouse as the owner. If your Beneficiary elects to
receive full distribution by December 31st of the year including the
five year anniversary of the date of death, 2009 shall not be included
in the five year requirement period. This effectively extends this
period to December 31st of the year including the six year anniversary
date of death.

. If you die before a designated Beneficiary is named and before the
date Required Minimum Distributions must begin under the Code, the
Death Benefit must be paid out by December 31st of the year including
the five year anniversary of the date of death. For Annuities where
multiple Beneficiaries have been named and at least one of the
Beneficiaries does not qualify as a designated Beneficiary and the
account has not been divided into separate accounts by December 31st
of the year following the year of death, such Annuity is deemed to
have no designated Beneficiary. For this distribution requirement
also, 2009 shall not be included in the five year requirement period.

. If you die before a designated Beneficiary is named and after the date
Required Minimum Distributions must begin under the Code, the Death
Benefit must be paid out at least as rapidly as under the method then
in effect. For Annuities where multiple Beneficiaries have been named
and at least one of the Beneficiaries does not qualify as a designated
Beneficiary and the account has not been divided into separate
accounts by December 31st of the year following the year of death,
such Annuity is deemed to have no designated Beneficiary.

A Beneficiary has the flexibility to take out more each year than mandated under
the Required Minimum Distribution rules.

Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
continue to be tax deferred. Amounts withdrawn each year, including amounts that
are required to be withdrawn under the Required Minimum Distribution rules, are
subject to tax. You may wish to consult a professional tax advisor for tax
advice as to your particular situation.

For a Roth IRA, if death occurs before the entire interest is distributed, the
Death Benefit must be distributed under the same rules applied to IRAs where
death occurs before the date Required Minimum Distributions must begin under the
Code.

The tax consequences to the Beneficiary may vary among the different Death
Benefit payment options. See the Tax Considerations section of this prospectus,
and consult your tax advisor.

Beneficiary Continuation Option

Instead of receiving the Death Benefit in a single payment, or under an Annuity
Option, a Beneficiary may take the Death Benefit under an alternative Death
Benefit payment option, as provided by the Code and described above under the
sections entitled "Payment of Death Benefits" and "Alternative Death Benefit
Payment Options - Annuities Held by Tax-Favored Plans." This "Beneficiary
Continuation Option" is described below and is available for both qualified
Annuities (i.e. annuities sold to an IRA, Roth IRA, SEP IRA, or 403(b)),
Beneficiary Annuities and non-qualified Annuities. This option is different from
the "Beneficiary Annuity", because the Beneficiary Continuation Option is a
death benefit payout option used explicitly for annuities issued by a Prudential
affiliate. Under the Beneficiary Continuation Option:

. The Beneficiary must apply at least $15,000 to the Beneficiary
Continuation Option (thus, the Death Benefit amount payable to each
beneficiary must be at least $15,000).

. The Annuity will be continued in the Owner's name, for the benefit of
the Beneficiary.

. Beginning on the date we receive an election by the Beneficiary to
take the Death Benefit in a form other than a lump sum, the
Beneficiary will incur a Settlement Service Charge which is an annual
charge assessed on a daily basis against the average assets allocated
to the Sub-accounts. The charge is 1.00% per year.

. Beginning on the date we receive an election by the Beneficiary to
take the Death Benefit in a form other than a lump sum, the
Beneficiary will incur an annual maintenance fee equal to the lesser
of $30 or 2% of Unadjusted Account Value. The fee will only apply if
the Unadjusted Account Value is less than $25,000 at the time the fee
is assessed. The fee will not apply if it is assessed 30 days prior to
a surrender request.

. The initial Account Value will be equal to any Death Benefit
(including any optional Death Benefit) that would have been payable to
the Beneficiary if the Beneficiary had taken a lump sum distribution.

. The available Sub-accounts will be among those available to the Owner
at the time of death, however certain Sub-Accounts may not be
available.

. The Beneficiary may request transfers among Sub-accounts, subject to
the same limitations and restrictions that applied to the Owner.
Transfers in excess of 20 per year will incur a $10 transfer fee.

. No MVA Options will be offered for Beneficiary Continuation Options.

. No additional Purchase Payments can be applied to the Annuity.
Multiple death benefits cannot be combined in a single Beneficiary
Continuation Option.

. The basic Death Benefit and any optional benefits elected by the Owner
will no longer apply to the Beneficiary.

. The Beneficiary can request a withdrawal of all or a portion of the
Account Value at any time, unless the Beneficiary Continuation Option
was the payout predetermined by the Owner and the Owner restricted the
Beneficiary's withdrawal rights.

. Withdrawals are not subject to CDSC.

. Upon the death of the Beneficiary, any remaining Account Value will be
paid in a lump sum to the person(s) named by the Beneficiary
(successor), unless the successor chooses to continue receiving
payments through a Beneficiary Continuation Option established for the
successor. However, the distributions will continue to be based on the
Key Life of the Beneficiary Continuation Option the successor received
the death benefit proceeds from.

We may pay compensation to the broker-dealer of record on the Annuity based on
amounts held in the Beneficiary Continuation Option. Please contact us for
additional information on the availability, restrictions and limitations that
will apply to a Beneficiary under the Beneficiary Continuation Option.

VALUING YOUR INVESTMENT

VALUING THE SUB-ACCOUNTS

When you allocate Account Value to a Sub-account, you are purchasing units of
the Sub-account. Each Sub-account invests exclusively in shares of an underlying
Portfolio. The value of the Units fluctuates with the market fluctuations of the
Portfolios. The value of the Units also reflects the daily accrual for the
Insurance Charge, and if you elected one or more optional benefits whose
annualized charge is deducted daily, the additional charge for such benefits.

Each Valuation Day, we determine the price for a Unit of each Sub-account,
called the "Unit Price." The Unit Price is used for determining the value of
transactions involving Units of the Sub-accounts. We determine the number of
Units involved in any transaction by dividing the dollar value of the
transaction by the Unit Price of the Sub-account as of the Valuation Day. There
may be several different Unit Prices for each Sub-account to reflect the
Insurance Charge and the charges for any optional benefits. The Unit Price for
the Units you purchase will be based on the total charges for the benefits that
apply to your Annuity. See the section below entitled "Termination of Optional
Benefits" for a detailed discussion of how Units are purchased and redeemed to
reflect changes in the daily charges that apply to your Annuity.

Example

Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
Sub-account. Assume that later, you wish to transfer $3,000 of your Account
Value out of that Sub-account and into another Sub-account. On the Valuation Day
you request the transfer, the Unit Price of the original Sub-account has
increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
Price of $17.83. You would then have 168.255 Units of the new Sub-account.

PROCESSING AND VALUING TRANSACTIONS

Pruco Life is generally open to process financial transactions on those days
that the New York Stock Exchange (NYSE) is open for trading. There may be
circumstances where the NYSE does not open on a regularly scheduled date or time
or closes at an earlier time than scheduled (normally 4:00 p.m. EST). Generally,
financial transactions requested before the close of the NYSE that meet our
requirements will be processed according to the value next determined following
the close of business. Financial transactions requested on a non-business day or
after the close of the NYSE will be processed based on the value next computed
on the next Valuation Day. There may be circumstances when the opening or
closing time of the NYSE is different than other major stock exchanges, such as
NASDAQ or the American Stock Exchange. Under such circumstances, the closing
time of the NYSE will be used when valuing and processing transactions.

There may be circumstances where the NYSE is open, however, due to inclement
weather, natural disaster or other circumstances beyond our control, our offices
may be closed or our business processing capabilities may be restricted. Under
those circumstances, your Account Value may fluctuate based on changes in the
Unit Values, but you may not be able to transfer Account Value, or make a
purchase or redemption request. The NYSE is closed on the following nationally
recognized holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving, and
Christmas. On those dates, we will not process any financial transactions
involving purchase or redemption orders. Pruco Life will also not process
financial transactions involving purchase or redemption orders or transfers on
any day that:

. trading on the NYSE is restricted;

. an emergency, as determined by the SEC, exists making redemption or
valuation of securities held in the separate account impractical; or

. the SEC, by order, permits the suspension or postponement for the
protection of security holders.

We have arrangements with certain selling firms, under which receipt by the firm
in good order prior to our cut-off time on a given Valuation Day is treated as
receipt by us on that Valuation Day for pricing purposes. Currently, we have
such an arrangement with Citigroup Global Markets Inc. ("CGM"). We extend this
pricing treatment to orders that you submit directly through CGM and to certain
orders submitted through Morgan Stanley Smith Barney LLC ("MSSB") where CGM
serves as clearing firm for MSSB. Your MSSB registered representative can tell
you whether your order will be cleared through CGM. In addition, we currently
have an arrangement with Merrill, Lynch, Pierce, Fenner & Smith, Inc. ("Merrill
Lynch") under which transfer orders between Sub-accounts that are received in
good order by Merrill Lynch prior to the NYSE close on a given Valuation Day
will be priced by us as of that Valuation Day. The arrangements with CGM, MSSB,
and Merrill Lynch may be terminated or modified in certain circumstances.

Initial Purchase Payments: We are required to allocate your initial Purchase
Payment to the Sub-accounts within two (2) Valuation Days after we receive all
of our requirements at our office to issue an Annuity. If we do not have all the
required information to allow us to issue your Annuity, we may retain the
Purchase Payment while we try to reach you or your representative to obtain all
of our requirements. If we are unable to obtain all of our required information
within five (5) Valuation Days, we are required to return the Purchase Payment
to you at that time, unless you specifically consent to our retaining the
Purchase Payment while we gather the required information. Once we obtain the
required information, we will invest the Purchase Payment (and any associated
Purchase Credit with respect to the X Series) and issue an Annuity within two
(2) Valuation Days. With respect to both your initial Purchase Payment and any
subsequent Purchase Payment that is pending investment in our separate account,
we may hold the amount temporarily in our general account and may earn interest
on such amount. You will not be credited with interest during that period.

Additional Purchase Payments: We will apply any additional Purchase Payments
(and any associated Purchase Credit with respect to the X Series) on the
Valuation Day that we receive the Purchase Payment at our Service Office in Good
Order.

Scheduled Transactions: Scheduled transactions include transfers under Dollar
Cost Averaging, the Asset Allocation Program, Auto-Rebalancing, Systematic
Withdrawals, Systematic Investments, required Minimum Distributions,
substantially equal periodic payments under section 72(t)/72(q) of the Code, and
annuity payments. Scheduled transactions are processed and valued as of the date
they are scheduled, unless the scheduled day is not a Valuation Day. In that
case, the transaction will be processed and valued on the next Valuation Day,
unless (with respect to required Minimum Distributions, substantially equal
periodic payments under Section 72(t)/72(q) of the Code, and annuity payments
only), the next Valuation Day falls in the subsequent calendar year, in which
case the transaction will be processed and valued on the prior Valuation Day.

Unscheduled Transactions: "Unscheduled" transactions include any other
non-scheduled transfers and requests for Partial Withdrawals or Free Withdrawals
or Surrenders. With respect to certain written requests to withdraw Account
Value, we may seek to verify the requesting Owner's signature. Specifically, we
reserve the right to perform a signature verification for (a) any withdrawal
exceeding a certain dollar amount and (b) a withdrawal exceeding a certain
dollar amount if the payee is someone other than the Owner. In addition, we will
not honor a withdrawal request in which the requested payee is the Financial
Professional or agent of record. We reserve the right to request a signature
guarantee with respect to a written withdrawal request. If we do perform a
signature verification, we will pay the withdrawal proceeds within 7 days after
the withdrawal request was received by us in Good Order, and will process the
transaction in accordance with the discussion in "Processing And Valuing
Transactions"

Medically-related Surrenders & Death Benefits: Medically-related surrender
requests and Death Benefit claims require our review and evaluation before
processing. We price such transactions as of the date we receive at our Service
Office in Good Order all supporting documentation we require for such
transactions.

We are generally required by law to pay any surrender request or death benefit
claims from the Separate Account within 7 days of our receipt of your request in
Good Order.

Termination of Optional Benefits: If any optional benefit terminates, we will no
longer deduct the charge we apply to purchase the optional benefit. Certain
optional benefits may be added after you have purchased your Annuity. On the
date a charge no longer applies or a charge for an optional benefit begins to be
deducted, your Annuity will become subject to a different charge.

TAX CONSIDERATIONS

The tax considerations associated with an Annuity vary depending on whether the
contract is (i) owned by an individual or non-natural person, and not associated
with a tax-favored retirement plan, or (ii) held under a tax-favored retirement
plan. We discuss the tax considerations for these categories of contracts below.
The discussion is general in nature and describes only federal income tax law
(not state or other tax laws). It is based on current law and interpretations,
which may change. The information provided is not intended as tax advice. You
should consult with a qualified tax advisor for complete information and advice.
References to Purchase Payments below relate to your cost basis in your
contract. Generally, your cost basis in a contract not associated with a
tax-favored retirement plan is the amount you pay into your contract, or into
annuities exchanged for your contract, on an after-tax basis less any
withdrawals of such payments. Cost basis for a tax-favored retirement plan is
provided only in limited circumstances, such as for contributions to a Roth IRA
or nondeductible IRA contributions. The discussion includes a description of
certain spousal rights under the contract, and our administration of such
spousal rights and related tax reporting accords with our understanding of the
Defense of Marriage Act (which defines a "marriage" as a legal union between a
man and a woman and a "spouse" as a person of the opposite sex). Depending on
the state in which your annuity is issued, we may offer certain spousal benefits
to civil union couples or same-sex marriages. You should be aware, however, that
federal tax law does not recognize civil unions or same-sex marriages.
Therefore, we cannot permit a civil union partner or same-sex spouse to continue
the annuity upon the death of the first partner within the meaning of the
federal tax law. This limits the benefits afforded a civil union partner or
same-sex spouse under the annuity's "spousal continuance" provision. Civil union
couples and same-sex marriage spouses should consider that limitation before
selecting a spousal benefit under the annuity.

The discussion below generally assumes that the Annuity Contract is issued to
the Contract Owner. For Annuity Contracts issued under the Beneficiary
Continuation Option or as a Beneficiary Annuity, refer to the Taxes Payable by
Beneficiaries for Nonqualified Annuity Contracts and Required Distributions Upon
Your Death for Qualified Annuity Contracts in this Tax Considerations section.

NONQUALIFIED ANNUITY CONTRACTS

In general, as used in this prospectus, a Nonqualified Annuity is owned by an
individual or non-natural person and is not associated with a tax-favored
retirement plan.

Taxes Payable by You We believe the Annuity is an annuity contract for tax
purposes. Accordingly, as a general rule, you should not pay any tax until you
receive money under the contract. Generally, annuity contracts issued by the
same company (and affiliates) to you during the same calendar year must be
treated as one annuity contract for purposes of determining the amount subject
to tax under the rules described below. Charges for investment advisory fees
that are taken from the contract are treated as a partial withdrawal from the
contract and will be reported as such to the contract owner.

It is possible that the Internal Revenue Service (IRS) would assert that some or
all of the charges for the optional benefits under the contract should be
treated for federal income tax purposes as a partial withdrawal from the
contract. If this were the case, the charge for this benefit could be deemed a
withdrawal and treated as taxable to the extent there are earnings in the
contract. Additionally, for owners under age 59 1/2, the taxable income
attributable to the charge for the benefit could be subject to a tax penalty. If
the IRS determines that the charges for one or more benefits under the contract
are taxable withdrawals, then the sole or surviving owner will be provided with
a notice from us describing available alternatives regarding these benefits.

You must commence annuity payments no later than the first day of the calendar
month next following the maximum Annuity date for your Contract. For some of our
contracts, you are able to choose to defer the Annuity Date beyond the default
Annuity date described in your Contract. However, the IRS may not then consider
your contract to be an annuity under the tax law.

Taxes on Withdrawals and Surrender If you make a withdrawal from your contract
or surrender it before annuity payments begin, the amount you receive will be
taxed as ordinary income, rather than as return of Purchase Payments, until all
gain has been withdrawn. Once all gain has been withdrawn, payments will be
treated as a nontaxable return of Purchase Payments until all Purchase Payments
have been returned. After all Purchase Payments are returned, all subsequent
amounts will be taxed as ordinary income. You will generally be taxed on any
withdrawals from the contract while you are alive even if the withdrawal is paid
to someone else. Withdrawals under any of the optional living benefits or as a
systematic payment are taxed under these rules. If you assign or pledge all or
part of your contract as collateral for a loan, the part assigned generally will
be treated as a withdrawal. If you transfer your contract for less than full
consideration, such as by gift, you will also trigger tax on any gain in the
contract. This rule does not apply if you transfer the contract to your spouse
or under most circumstances if you transfer the contract incident to divorce.

If you choose to receive payments under an interest payment option, or a
beneficiary chooses to receive a death benefit under an interest payment option,
that election will be treated, for tax purposes, as surrendering your Annuity
and will immediately subject any gain in the contract to income tax.

Taxes on Annuity Payments A portion of each annuity payment you receive will be
treated as a partial return of your Purchase Payments and will not be taxed. The
remaining portion will be taxed as ordinary income. Generally, the nontaxable
portion is determined

by multiplying the annuity payment you receive by a fraction, the numerator of
which is your Purchase Payments (less any amounts previously received tax-free)
and the denominator of which is the total expected payments under the contract.
After the full amount of your Purchase Payments have been recovered tax-free,
the full amount of the annuity payments will be taxable. If annuity payments
stop due to the death of the annuitant before the full amount of your Purchase
Payments have been recovered, a tax deduction may be allowed for the unrecovered
amount.

Please refer to your Annuity contract for the maximum Annuity Date.

Tax Penalty for Early Withdrawal from a Nonqualified Annuity Contract You may
owe a 10% tax penalty on the taxable part of distributions received from your
Nonqualified Annuity contract before you attain age 59 1/2. Amounts are not
subject to this tax penalty if:

. the amount is paid on or after you reach age 59 1/2 or die;

. the amount received is attributable to your becoming disabled;

. generally the amount paid or received is in the form of substantially
equal payments not less frequently than annually (please note that
substantially equal payments must continue until the later of reaching
age 59 1/2 or 5 years and modification of payments during that time
period will result in retroactive application of the 10% tax penalty);
or

. the amount received is paid under an immediate annuity contract (in
which annuity payments begin within one year of purchase).

Other exceptions to this tax may apply. You should consult your tax advisor for
further details.

Special Rules in Relation to Tax-free Exchanges Under Section 1035

Section 1035 of the Internal Revenue Code of 1986, as amended (Code), permits
certain tax-free exchanges of a life insurance, annuity or endowment contract
for an annuity, including tax-free exchanges of annuity death benefits for a
Beneficiary Annuity. Partial surrenders may be treated in the same way as
tax-free 1035 exchanges of entire contracts, therefore avoiding current taxation
of any gains in the contract as well as the 10% tax penalty on pre-age 59 1/2
withdrawals. In Revenue Procedure 2008-24, the IRS has indicated that where
there is a surrender or distribution from either the initial annuity contract or
receiving annuity contract within 12 months of the date on which the partial
exchange was completed, the transfer will retroactively be treated as a taxable
distribution from the initial annuity contract and a contribution to the
receiving annuity contract. Tax free exchange treatment will be retained if the
subsequent surrender or distribution would be eligible for an exception to the
10% federal income tax penalty, other than the exceptions for substantially
equal periodic payments or distributions under an immediate annuity. It is
unclear how the IRS will treat a partial exchange from a life insurance,
endowment, or annuity contract into an immediate annuity. As of the date of this
prospectus, we will accept a partial 1035 exchange from a non-qualified annuity
into an immediate annuity as a "tax-free" exchange for future tax reporting
purposes, except to the extent that we, as a reporting and withholding agent,
believe that we would be expected to deem the transaction to be abusive.
However, some insurance companies may not recognize these partial surrenders as
tax-free exchanges and may report them as taxable distributions to the extent of
any gain distributed as well as subjecting the taxable portion of the
distribution to the 10% tax penalty. We strongly urge you to discuss any
transaction of this type with your tax advisor before proceeding with the
transaction.

If an Annuity is purchased through a tax-free exchange of a life insurance,
annuity or endowment contract that was purchased prior to August 14, 1982, then
any Purchase Payments made to the original contract prior to August 14, 1982
will be treated as made to the new contract prior to that date. Generally, such
pre-August 14, 1982 withdrawals are treated as a recovery of your investment in
the contract first until Purchase Payments made before August 14, 1982 are
withdrawn. Moreover, any income allocable to Purchase Payments made before
August 14, 1982, is not subject to the 10% tax penalty.

Taxes Payable by Beneficiaries

The Death Benefit options are subject to income tax to the extent the
distribution exceeds the cost basis in the contract. The value of the Death
Benefit, as determined under federal law, is also included in the owner's
estate. Generally, the same tax rules described above would also apply to
amounts received by your beneficiary. Choosing any option other than a lump sum
Death Benefit may defer taxes. Certain minimum distribution requirements apply
upon your death, as discussed further below in the Annuity Qualification
section. Tax consequences to the beneficiary vary depending upon the Death
Benefit payment option selected. Generally, for payment of the Death Benefit

. As a lump sum payment: the beneficiary is taxed on gain in the
contract.

. Within 5 years of death of owner: the beneficiary is taxed as amounts
are withdrawn (in this case gain is treated as being distributed
first).

. Under an annuity or annuity settlement option with distribution
beginning within one year of the date of death of the owner: the
beneficiary is taxed on each payment (part will be treated as gain and
part as return of Purchase Payments).

Considerations for Contingent Annuitants: We may allow the naming of a
contingent annuitant when a Nonqualified Annuity contract is held by a pension
plan or a tax favored retirement plan. In such a situation, the Annuity may no
longer qualify for tax deferral where the Annuity contract continues after the
death of the Annuitant.

Reporting and Withholding on Distributions Taxable amounts distributed from an
Annuity are subject to federal and state income tax reporting and withholding.
In general, we will withhold federal income tax from the taxable portion of such
distribution based on the type of distribution. In the case of an annuity or
similar periodic payment, we will withhold as if you are a married individual
with three (3) exemptions unless you designate a different withholding status.
If no U.S. taxpayer identification number is provided, we will automatically
withhold using single with zero exemptions as the default. In the case of all
other distributions, we will withhold at a 10% rate. You may generally elect not
to have tax withheld from your payments. An election out of withholding must be
made on forms that we provide.

State income tax withholding rules vary and we will withhold based on the rules
of your State of residence. Special tax rules apply to withholding for
nonresident aliens, and we generally withhold income tax for nonresident aliens
at a 30% rate. A different withholding rate may be applicable to a nonresident
alien based on the terms of an existing income tax treaty between the United
States and the nonresident alien's country. Please refer to the discussion below
regarding withholding rules for a Qualified Annuity.

Regardless of the amount withheld by us, you are liable for payment of federal
and state income tax on the taxable portion of annuity distributions. You should
consult with your tax advisor regarding the payment of the correct amount of
these income taxes and potential liability if you fail to pay such taxes.

Entity Owners

Where a contract is held by a non-natural person (e.g. a corporation), other
than as an agent or nominee for a natural person (or in other limited
circumstances), the contract will not be taxed as an annuity and increases in
the value of the contract over its cost basis will be subject to tax annually.

Where a contract is issued to a trust, and such trust is characterized as a
grantor trust under the Internal Revenue Code, such contract shall not be
considered to be held by a non-natural person and will generally be subject to
the tax reporting and withholding requirements for a

Nonqualified Annuity.

Where a contract is structured so that it is owned by a grantor trust but the
annuitant is not the grantor, then the contract is required to terminate upon
the death of the grantor if the grantor pre-deceases the annuitant under Section
72(s) of the Code. Under this circumstance, the contract value will be paid out
to the beneficiary and it is not eligible for the death benefit provided under
the contract.

Annuity Qualification

Diversification And Investor Control. In order to qualify for the tax rules
applicable to annuity contracts described above, the assets underlying the
Sub-accounts of an Annuity must be diversified, according to certain rules under
the Internal Revenue Code. Each portfolio is required to diversify its
investments each quarter so that no more than 55% of the value of its assets is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. Generally, securities of a
single issuer are treated as one investment and obligations of each U.S.
Government agency and instrumentality (such as the Government National Mortgage
Association) are treated as issued by separate issuers. In addition, any
security issued, guaranteed or insured (to the extent so guaranteed or insured)
by the United States or an instrumentality of the U.S. will be treated as a
security issued by the U.S. Government or its instrumentality, where applicable.
We believe the Portfolios underlying the variable investment options of the
Annuity meet these diversification requirements.

An additional requirement for qualification for the tax treatment described
above is that we, and not you as the contract owner, must have sufficient
control over the underlying assets to be treated as the owner of the underlying
assets for tax purposes. While we also believe these investor control rules will
be met, the Treasury Department may promulgate guidelines under which a variable
annuity will not be treated as an annuity for tax purposes if persons with
ownership rights have excessive control over the investments underlying such
variable annuity. It is unclear whether such guidelines, if in fact promulgated,
would have retroactive effect. It is also unclear what effect, if any, such
guidelines might have on transfers between the investment options offered
pursuant to this prospectus. We reserve the right to take any action, including
modifications to your Annuity or the investment options, required to comply with
such guidelines if promulgated. Any such changes will apply uniformly to
affected owners and will be made with such notice to affected owners as is
feasible under the circumstances.

Required Distributions Upon Your Death for Nonqualified Annuity Contracts. Upon
your death, certain distributions must be made under the contract. The required
distributions depend on whether you die before you start taking annuity payments
under the contract or after you start taking annuity payments under the
contract. If you die on or after the Annuity Date, the remaining portion of the
interest in the contract must be distributed at least as rapidly as under the
method of distribution being used as of the date of death. If you die before the
Annuity Date, the entire interest in the contract must be distributed within 5
years after the date of death, or as periodic payments over

a period not extending beyond the life or life expectancy of the designated
beneficiary (provided such payments begin within one year of your death). Your
designated beneficiary is the person to whom benefit rights under the contract
pass by reason of death, and must be a natural person in order to elect a
periodic payment option based on life expectancy or a period exceeding five
years. Additionally, if the Annuity is payable to (or for the benefit of) your
surviving spouse, that portion of the contract may be continued with your spouse
as the owner. For Nonqualified annuity contracts owned by a non-natural person,
the required distribution rules apply upon the death of the annuitant. This
means that for a contract held by a non-natural person (such as a trust) for
which there is named a co-annuitant, then such required distributions will be
triggered by the death of the first co-annuitants to die.

Changes In Your Annuity. We reserve the right to make any changes we deem
necessary to assure that your Annuity qualifies as an annuity contract for tax
purposes. Any such changes will apply to all contract owners and you will be
given notice to the extent feasible under the circumstances.

Qualified Annuity Contracts

In general, as used in this prospectus, a Qualified Annuity is an Annuity
contract with applicable endorsements for a tax-favored plan or a Nonqualified
Annuity contract held by a tax-favored retirement plan.

The following is a general discussion of the tax considerations for Qualified
Annuity contracts. This Annuity may or may not be available for all types of the
tax-favored retirement plans discussed below. This discussion assumes that you
have satisfied the eligibility requirements for any tax-favored retirement plan.
Please consult your Financial Professional prior to purchase to confirm if this
contract is available for a particular type of tax-favored retirement plan or
whether we will accept the type of contribution you intend for this contract.

A Qualified annuity may typically be purchased for use in connection with:

. Individual retirement accounts and annuities (IRAs), including
inherited IRAs (which we refer to as a Beneficiary IRA), which are
subject to Sections 408(a) and 408(b) of the Code;

. Roth IRAs, including inherited Roth IRAs (which we refer to as a
Beneficiary Roth IRA) under Section 408A of the Code;

. A corporate Pension or Profit-sharing plan (subject to 401(a) of the
Code);

. H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the
Code)

. Tax Sheltered Annuities (subject to 403(b) of the Code, also known as
Tax Deferred Annuities or TDAs);

. Section 457 plans (subject to 457 of the Code).

A Nonqualified annuity may also be purchased by a 401(a) trust or custodial IRA
or Roth IRA account, or a Section 457 plan, which can hold other permissible
assets. The terms and administration of the trust or custodial account or plan
in accordance with the laws and regulations for 401(a) plans, IRAs or Roth IRAs,
or a Section 457 plan, as applicable, are the responsibility of the applicable
trustee or custodian.

You should be aware that tax favored plans such as IRAs generally provide income
tax deferral regardless of whether they invest in annuity contracts. This means
that when a tax favored plan invests in an annuity contract, it generally does
not result in any additional tax benefits (such as income tax deferral and
income tax free transfers).

Types of Tax-favored Plans

IRAs. If you buy an Annuity for use as an IRA, we will provide you a copy of the
prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA Disclosure
Statement" which accompany the prospectus contain information about eligibility,
contribution limits, tax particulars, and other IRA information. In addition to
this information (some of which is summarized below), the IRS requires that you
have a "free look" after making an initial contribution to the contract. During
this time, you can cancel the Annuity by notifying us in writing, and we will
refund all of the Purchase Payments under the Annuity (or, if provided by
applicable state law, the amount credited under the Annuity, if greater), less
any applicable federal and state income tax withholding.

Contributions Limits/Rollovers. Subject to the minimum Purchase Payment
requirements of an Annuity, you may purchase an Annuity for an IRA in connection
with a "rollover" of amounts from a qualified retirement plan, as a transfer
from another IRA, by making a single contribution consisting of your IRA
contributions and catch-up contributions, if applicable, attributable to the
prior year and the current year during the period from January 1 to April 15, or
as a current year contribution. In 2009 the contribution limit is $5,000. The
contribution amount is indexed for inflation. The tax law also provides for a
catch-up provision for individuals who are age 50 and above, allowing these
individuals an additional $1,000 contribution each year. The catch-up amount is
not indexed for inflation.

The "rollover" rules under the Code are fairly technical; however, an individual
(or his or her surviving spouse) may generally "roll over" certain distributions
from tax favored retirement plans (either directly or within 60 days from the
date of these distributions) if he or she meets the requirements for
distribution. Once you buy an Annuity, you can make regular IRA contributions
under the Annuity (to the

extent permitted by law). However, if you make such regular IRA contributions,
you should note that you will not be able to treat the contract as a "conduit
IRA," which means that you will not retain possible favorable tax treatment if
you subsequently "roll over" the contract funds originally derived from a
qualified retirement plan or TDA into another Section 401(a) plan or TDA. In
some circumstances, non-spouse beneficiaries may directly roll over to an IRA
amounts due from qualified plans, 403(b) plans, and governmental 457(b) plans.

The rollover rules applicable to non-spouse beneficiaries under the Code are
more restrictive than the rollover rules applicable to owner/participants and
spouse beneficiaries. Generally, non-spouse beneficiaries may roll over
distributions from tax favored retirement plans only as a direct rollover, and
if permitted by the plan. Under the Worker, Retiree and Employer Recovery Act of
2008, employer retirement plans are required to permit non-spouse beneficiaries
to roll over funds to an inherited IRA for plan years beginning after December
31, 2009. An inherited IRA must be directly rolled over from the employer plan
or IRA and must be titled in the name of the deceased (i.e., John Doe deceased
for the benefit of Jane Doe). No additional contributions can be made to a
inherited IRA. In this prospectus, an inherited IRA is also referred to as a
Beneficiary Annuity.

Required Provisions. Contracts that are IRAs (or endorsements that are part of
the contract) must contain certain provisions:

. You, as owner of the contract, must be the "annuitant" under the
contract (except in certain cases involving the division of property
under a decree of divorce);

. Your rights as owner are non-forfeitable;

. You cannot sell, assign or pledge the contract;

. The annual contribution you pay cannot be greater than the maximum
amount allowed by law, including catch-up contributions if applicable
(which does not include any rollover amounts);

. The date on which required minimum distributions must begin cannot be
later than April 1st of the calendar year after the calendar year you
turn age 70 1/2; and

. Death and annuity payments must meet "required minimum distribution"
rules described below.

Usually, the full amount of any distribution from an IRA (including a
distribution from this contract) which is not a rollover is taxable. As taxable
income, these distributions are subject to the general tax withholding rules
described earlier regarding a Nonqualified Annuity. In addition to this normal
tax liability, you may also be liable for the following, depending on your
actions:

. A 10% early withdrawal penalty described below;

. Liability for "prohibited transactions" if you, for example, borrow
against the value of an IRA; or

. Failure to take a required minimum distribution, also described below.

SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP must
satisfy the same general requirements described under IRAs (above). There are,
however, some differences:

. If you participate in a SEP, you generally do not include in income
any employer contributions made to the SEP on your behalf up to the
lesser of (a) $49,000 in 2009 ($46,000 in 2008) or (b) 25% of your
taxable compensation paid by the contributing employer (not including
the employer's SEP contribution as compensation for these purposes).
However, for these purposes, compensation in excess of certain limits
established by the IRS will not be considered. In 2009, this limit is
$245,000 ($230,000 for 2008);

. SEPs must satisfy certain participation and nondiscrimination
requirements not generally applicable to IRAs; and

. SEPs that contain a salary reduction or "SARSEP" provision prior to
1997 may permit salary deferrals up to $16,500 in 2009 with the
employer making these contributions to the SEP. However, no new
"salary reduction" or "SARSEPs" can be established after 1996.
Individuals participating in a SARSEP who are age 50 or above by the
end of the year will be permitted to contribute an additional $5,500
in 2009. These amounts are indexed for inflation. These Annuities are
not available for SARSEPs. You will also be provided the same
information, and have the same "free look" period, as you would have
if you purchased the contract for a standard IRA.

ROTH IRAs. The "Roth IRA Disclosure Statement" contains information about
eligibility, contribution limits, tax particulars and other Roth IRA
information. Like standard IRAs, income within a Roth IRA accumulates tax-free,
and contributions are subject to specific limits. Roth IRAs have, however, the
following differences:

. Contributions to a Roth IRA cannot be deducted from your gross income;

. "Qualified distributions" from a Roth IRA are excludable from gross
income. A "qualified distribution" is a distribution that satisfies
two requirements: (1) the distribution must be made (a) after the
owner of the IRA attains age 59 1/2; (b) after the owner's death; (c)
due to the owner's disability; or (d) for a qualified first time
homebuyer distribution within the meaning of Section 72(t)(2)(F) of
the Code; and (2) the distribution must be made in the year that is at
least five tax years after the first year for which a contribution was
made to any Roth IRA established for the owner or five years after a
rollover, transfer, or conversion was made from a traditional IRA

to a Roth IRA. Distributions from a Roth IRA that are not qualified
distributions will be treated as made first from contributions and
then from earnings and earnings will be taxed generally in the same
manner as distributions from a traditional IRA.

. If eligible (including meeting income limitations and earnings
requirements), you may make contributions to a Roth IRA after
attaining age 70 1/2, and distributions are not required to begin upon
attaining such age or at any time thereafter.

Subject to the minimum Purchase Payment requirements of an Annuity, if you meet
certain income limitations you may purchase an Annuity for a Roth IRA in
connection with a "rollover" of amounts of another traditional IRA, conduit IRA,
SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of your
Roth IRA contributions and catch-up contributions, if applicable, attributable
to the prior year and the current year during the period from January 1 to April
15 of the current year, or with a current contribution. The Code permits persons
who meet certain income limitations (generally, adjusted gross income under
$100,000) who are not married filing a separate return and who receive certain
qualifying distributions from such non-Roth IRAs, to directly rollover or make,
within 60 days, a "rollover" of all or any part of the amount of such
distribution to a Roth IRA which they establish. Beginning January 2008, an
individual receiving an eligible rollover distribution from an employer
sponsored retirement plan under sections 401(a) or 403(b) of the Code can
directly roll over contributions to a Roth IRA, subject to the same income
limits. This conversion triggers current taxation (but is not subject to a 10%
early distribution penalty). Once an Annuity has been purchased, regular Roth
IRA contributions will be accepted to the extent permitted by law. In addition,
an individual receiving an eligible rollover distribution from a designated Roth
account under an employer plan may roll over the distribution to a Roth IRA even
if the individual is not eligible to make regular contributions to a Roth IRA.
Until 2010, participants with an adjusted gross income greater than $100,000 are
not permitted to roll over funds from an employer plan , other than a Roth
401(k) or Roth 403(b) distribution, to a Roth IRA.

Non-spouse beneficiaries receiving a distribution from an employer sponsored
retirement plan under sections 401(a) or 403(b) of the Code can also directly
roll over contributions to a Roth IRA, subject to the same income limits.
However, it is our understanding of the Code that non-spouse beneficiaries
cannot "rollover" benefits from a traditional IRA to a Roth IRA.

TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are an employee
of a tax-exempt organization (as defined under Code Section 501(c)(3)) or a
public educational organization, and you may make contributions to a TDA so long
as your employer maintains such a plan and your rights to the annuity are
non-forfeitable. Contributions to a TDA, and any earnings, are not taxable until
distribution. You may also make contributions to a TDA under a salary reduction
agreement, generally up to a maximum of $16,500 in 2009. Individuals
participating in a TDA who are age 50 or above by the end of the year will be
permitted to contribute an additional $5,500 in 2009. This amount is indexed for
inflation. Further, you may roll over TDA amounts to another TDA or an IRA. You
may also roll over TDA amounts to a qualified retirement plan, a SEP and a 457
government plan. A contract may generally only qualify as a TDA if distributions
of salary deferrals (other than "grandfathered" amounts held as of December 31,
1988) may be made only on account of:

. Your attainment of age 59 1/2;

. Your severance of employment;

. Your death;

. Your total and permanent disability; or

. Hardship (under limited circumstances, and only related to salary
deferrals, not including earnings attributable to these amounts).

In any event, you must begin receiving distributions from your TDA by April 1st
of the calendar year after the calendar year you turn age 70 1/2 or retire,
whichever is later. These distribution limits do not apply either to transfers
or exchanges of investments under the contract, or to any "direct transfer" of
your interest in the contract to another employer's TDA plan or mutual fund
"custodial account" described under Code Section 403(b)(7). Employer
contributions to TDAs are subject to the same general contribution,
nondiscrimination, and minimum participation rules applicable to "qualified"
retirement plans.

Caution: Under recent IRS regulations we can accept contributions, transfers and
rollovers only if we have entered into an information-sharing agreement, or its
functional equivalent, with the applicable employer or its agent. In addition,
in order to comply with the regulations, we will only process certain
transactions (e.g, transfers, withdrawals, hardship distributions and, if
applicable, loans) with employer approval. This means that if you request one of
these transactions we will not consider your request to be in good order, and
will not therefore process the transaction, until we receive the employer's
approval in written or electronic form.

Required Minimum Distributions and Payment Options If you hold the contract
under an IRA (or other tax-favored plan), required minimum distribution rules
must be satisfied. This means that generally payments must start by April 1 of
the year after the year you reach age 70 1/2 and must be made for each year
thereafter. For a TDA or a 401(a) plan for which the participant is not a
greater than 5% owner of the employer, this required beginning date can
generally be deferred to retirement, if later. Roth IRAs are not subject to
these rules during the Owner's lifetime. The amount of the payment must at least
equal the minimum required under the IRS rules. Several choices are available
for calculating the minimum amount. More information on the mechanics of this
calculation is available on request.

Please contact us at a reasonable time before the IRS deadline so that a timely
distribution is made. Please note that there is a 50% tax penalty on the amount
of any required minimum distribution not made in a timely manner. Required
minimum distributions are calculated based on the sum of the Account Value and
the actuarial value of any additional death benefits and benefits from optional
riders that you have purchased under the contract. As a result, the required
minimum distributions may be larger than if the calculation were based on the
Account Value only, which may in turn result in an earlier (but not before the
required beginning date) distribution of amounts under the Annuity and an
increased amount of taxable income distributed to the Annuity owner, and a
reduction of death benefits and the benefits of any optional riders.

You can use the Minimum Distribution option to satisfy the required minimum
distribution rules for an Annuity without either beginning annuity payments or
surrendering the Annuity. We will distribute to you the required minimum
distribution amount, less any other partial withdrawals that you made during the
year. Such amount will be based on the value of the contract as of December 31
of the prior year, but is determined without regard to other contracts you may
own. If you have previously elected the Minimum Distribution Option to satisfy
your required minimum distributions, we will continue to make such distributions
to you in 2009 based on this methodology, unless you tell us not to make a 2009
distribution.

Although the IRS rules determine the required amount to be distributed from your
IRA each year, certain payment alternatives are still available to you. If you
own more than one IRA, you can choose to satisfy your minimum distribution
requirement for each of your IRAs by withdrawing that amount from any of your
IRAs. If you inherit more than one IRA or more than one Roth IRA from the same
owner, similar rules apply.

Required Distributions Upon Your Death for Qualified Annuity Contracts

Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored plan,
the designated beneficiary may generally elect to continue the contract and
receive required minimum distributions under the contract instead of receiving
the death benefit in a single payment. The available payment options will depend
on whether you die before the date required minimum distributions under the Code
were to begin, whether you have named a designated beneficiary and whether that
beneficiary is your surviving spouse.

. If you die after a designated beneficiary has been named, the death
benefit must be distributed by December 31st of the year including the
five year anniversary of the date of death, or as periodic payments
not extending beyond the life or life expectancy of the designated
beneficiary (as long as payments begin by December 31st of the year
following the year of death). However, if your surviving spouse is the
beneficiary, the death benefit can be paid out over the life or life
expectancy of your spouse with such payments beginning no later than
December 31 st of the year following the year of death or December
31/st/ of the year in which you would have reached age 70 1/2, which
ever is later. Additionally, if the contract is payable to (or for the
benefit of) your surviving spouse, that portion of the contract may be
continued with your spouse as the owner. If you die before a
designated beneficiary is named and before the date required minimum
distributions must begin under the Code, the death benefit must be
paid out by December 31/st/ of the year including the five year
anniversary of the date of death. For contracts where multiple
beneficiaries have been named and at least one of the beneficiaries
does not qualify as a designated beneficiary and the account has not
been divided into separate accounts by December 31/st/ of the year
following the year of death, such contract is deemed to have no
designated beneficiary. A designated beneficiary may elect to apply
the rules for no designated beneficiary if those would provide a
smaller payment requirement. For this distribution requirement also,
2009 shall not be included in the five year requirement period.

. If you die before a designated beneficiary is named and after the date
required minimum distributions must begin under the Code, the death
benefit must be paid out at least as rapidly as under the method then
in effect. For contracts where multiple beneficiaries have been named
and at least one of the beneficiaries does not qualify as a designated
beneficiary and the account has not been divided into separate
accounts by December 31st of the year following the year of death,
such contract is deemed to have no designated beneficiary. A
designated beneficiary may elect to apply the rules for no designated
beneficiary if those would provide a smaller payment requirement. A
beneficiary has the flexibility to take out more each year than
mandated under the required minimum distribution rules.

Until withdrawn, amounts in a Qualified Annuity contract continue to be tax
deferred. Amounts withdrawn each year, including amounts that are required to be
withdrawn under the required minimum distribution rules, are subject to tax. You
may wish to consult a professional tax advisor for tax advice as to your
particular situation.

For a Roth IRA, if death occurs before the entire interest is distributed, the
death benefit must be distributed under the same rules applied to IRAs where
death occurs before the date required minimum distributions must begin under the
Code.

Tax Penalty for Early Withdrawals from Qualified Annuity Contracts You may owe a
10% tax penalty on the taxable part of distributions received from an IRA, SEP,
Roth IRA, TDA or qualified retirement plan before you attain age 59 1/2. Amounts
are not subject to this tax penalty if:

. the amount is paid on or after you reach age 59 1/2 or die;

. the amount received is attributable to your becoming disabled; or

. generally the amount paid or received is in the form of substantially
equal payments not less frequently than annually. (Please note that
substantially equal payments must continue until the later of reaching
age 59 1/2 or 5 years. Modification of payments during that time
period will result in retroactive application of the 10% tax penalty.)

Other exceptions to this tax may apply. You should consult your tax advisor for
further details.

Withholding

We will withhold federal income tax at the rate of 20% for any eligible rollover
distribution paid by us to or for a plan participant, unless such distribution
is "directly" rolled over into another qualified plan, IRA (including the IRA
variations described above), SEP, 457 government plan or TDA. An eligible
rollover distribution is defined under the tax law as a distribution from an
employer plan under 401(a), a TDA or a 457 governmental plan, excluding any
distribution that is part of a series of substantially equal payments (at least
annually) made over the life expectancy of the employee or the joint life
expectancies of the employee and his designated beneficiary, any distribution
made for a specified period of 10 years or more, any distribution that is a
required minimum distribution and any hardship distribution. Regulations also
specify certain other items which are not considered eligible rollover
distributions. For all other distributions, unless you elect otherwise, we will
withhold federal income tax from the taxable portion of such distribution at an
appropriate percentage. The rate of withholding on annuity payments where no
mandatory withholding is required is determined on the basis of the withholding
certificate that you file with us. If you do not file a certificate, we will
automatically withhold federal taxes on the following basis:

. For any annuity payments not subject to mandatory withholding, you
will have taxes withheld by us as if you are a married individual,
with 3 exemptions

. If no U.S. taxpayer identification number is provided, we will
automatically withhold using single with zero exemptions as the
default; and

. For all other distributions, we will withhold at a 10% rate.

We will provide you with forms and instructions concerning the right to elect
that no amount be withheld from payments in the ordinary course. However, you
should know that, in any event, you are liable for payment of federal income
taxes on the taxable portion of the distributions, and you should consult with
your tax advisor to find out more information on your potential liability if you
fail to pay such taxes. There may be additional state income tax withholding
requirements.

ERISA Requirements

ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
prevent a fiduciary and other "parties in interest" with respect to a plan (and,
for these purposes, an IRA would also constitute a "plan") from receiving any
benefit from any party dealing with the plan, as a result of the sale of the
contract. Administrative exemptions under ERISA generally permit the sale of
insurance/annuity products to plans, provided that certain information is
disclosed to the person purchasing the contract. This information has to do
primarily with the fees, charges, discounts and other costs related to the
contract, as well as any commissions paid to any agent selling the contract.
Information about any applicable fees, charges, discounts, penalties or
adjustments may be found in the applicable sections of this prospectus.
Information about sales representatives and commissions may be found in the
sections of this prospectus addressing distribution of the Annuities.

Other relevant information required by the exemptions is contained in the
contract and accompanying documentation.

Please consult with your tax advisor if you have any questions about ERISA and
these disclosure requirements.

Spousal Consent Rules for Retirement Plans - Qualified Contracts If you are
married at the time your payments commence, you may be required by federal law
to choose an income option that provides survivor annuity income to your spouse,
unless your spouse waives that right. Similarly, if you are married at the time
of your death, federal law may require all or a portion of the Death Benefit to
be paid to your spouse, even if you designated someone else as your beneficiary.
A brief explanation of the applicable rules follows. For more information,
consult the terms of your retirement arrangement.

Defined Benefit Plans and Money Purchase Pension Plans.

If you are married at the time your payments commence, federal law requires that
benefits be paid to you in the form of a "qualified joint and survivor annuity"
(QJSA), unless you and your spouse waive that right, in writing. Generally, this
means that you will receive a reduced payment during your life and, upon your
death, your spouse will receive at least one-half of what you were receiving for
life. You may elect to receive another income option if your spouse consents to
the election and waives his or her right to receive the QJSA. If your spouse
consents to the alternative form of payment, your spouse may not receive any
benefits from the plan upon your death. Federal law also requires that the plan
pay a Death Benefit to your spouse if you are married and die before you begin
receiving your

benefit. This benefit must be available in the form of an annuity for your
spouse's lifetime and is called a "qualified pre-retirement survivor annuity"
(QPSA). If the plan pays Death Benefits to other beneficiaries, you may elect to
have a beneficiary other than your spouse receive the Death Benefit, but only if
your spouse consents to the election and waives his or her right to receive the
QPSA. If your spouse consents to the alternate beneficiary, your spouse will
receive no benefits from the plan upon your death. Any QPSA waiver prior to your
attaining age 35 will become null and void on the first day of the calendar year
in which you attain age 35, if still employed.

Defined Contribution Plans (including 401(k) Plans and ERISA 403(b) Annuities).
Spousal consent to a distribution is generally not required. Upon your death,
your spouse will receive the entire Death Benefit, even if you designated
someone else as your beneficiary, unless your spouse consents in writing to
waive this right. Also, if you are married and elect an annuity as a periodic
income option, federal law requires that you receive a QJSA (as described
above), unless you and your spouse consent to waive this right.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans.

Spousal consent to a distribution usually is not required. Upon your death, any
Death Benefit will be paid to your designated beneficiary.

Additional Information

For additional information about federal tax law requirements applicable to IRAs
and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
Statement, as applicable.

Gifts And Generation-skipping Transfers

If you transfer your contract to another person for less than adequate
consideration, there may be gift tax consequences in addition to income tax
consequences. Also, if you transfer your contract to a person two or more
generations younger than you (such as a grandchild or grandniece) or to a person
that is more than 37 1/2 years younger than you, there may be
generation-skipping transfer tax consequences.

Company Income Taxes

We will pay company income taxes on the taxable corporate earnings created by
this Annuity. While we may consider company income taxes when pricing our
products, we do not currently include such income taxes in the tax charges you
pay under the Annuity. We will periodically review the issue of charging for
these taxes.

In calculating our corporate income tax liability, we may derive certain
corporate income tax benefits associated with the investment of company assets,
including separate account assets, which are treated as company assets under
applicable income tax law. These benefits reduce our overall corporate income
tax liability. We do not pass these tax benefits through to holders of the
separate account annuity contracts because (i) the contract owners are not the
owners of the assets generating these benefits under applicable income tax law
and (ii) we do not currently include company income taxes in the tax charges you
pay under the contract.

OTHER INFORMATION

PRUCO LIFE AND THE SEPARATE ACCOUNT

Pruco Life. Pruco Life Insurance Company (Pruco Life) is a stock life insurance
company organized in 1971 under the laws of the State of Arizona. It is licensed
to sell life insurance and annuities in the District of Columbia, Guam and in
all states except New York. Pruco Life is a wholly-owned subsidiary of The
Prudential Insurance Company of America (Prudential), a New Jersey stock life
insurance company that has been doing business since 1875. Prudential is an
indirect wholly-owned subsidiary of Prudential Financial, Inc. (Prudential
Financial), a New Jersey insurance holding company. As Pruco Life's ultimate
parent, Prudential Financial exercises significant influence over the operations
and capital structure of Pruco Life and Prudential. However, neither Prudential
Financial, Prudential, nor any other related company has any legal
responsibility to pay amounts that Pruco Life may owe under the Annuities.

Pruco Life incorporates by reference into the prospectus its latest annual
report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (Exchange Act) since the end of the fiscal year
covered by its latest annual report. In addition, all documents subsequently
filed by Pruco Life pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act also are incorporated into the prospectus by reference. Pruco Life
will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference into the prospectus but not delivered with the
prospectus. Such information will be provided upon written or oral request at no
cost to the requester by writing to Pruco Life Insurance Company, One Corporate
Drive, Shelton, CT 06484 or by calling 800-752-6342. Pruco Life files periodic
reports as required under the Exchange Act. The public may read and copy any
materials that Pruco Life files with the SEC at the SEC's Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy,
and

100

information statements, and other information regarding issuers that file
electronically with the SEC (see http://www.sec.gov). Our internet address is
http://www.prudentialannuities.com.

Pruco Life conducts the bulk of its operations through staff employed by it or
by affiliated companies within the Prudential Financial family. Certain discrete
functions have been delegated to non-affiliates that could be deemed "service
providers" under the Investment Company Act of 1940. The entities engaged by
Pruco Life may change over time. As of December 31, 2008, non-affiliated
entities that could be deemed service providers to Pruco Life and/or another
insurer within the Prudential Annuities business unit consisted of the
following: Alliance-One Services Inc. (administration of variable life policies)
located at 55 Hartland Street East Hartford CT 06108, Ascensus (qualified plan
administrator) located at 200 Dryden Road, Dresher, PA 19025, Blue Frog
Solutions, Inc. (order entry systems provider) located at 555 SW 12th Ave, Suite
202 Pompano Beach, FL 33069, Broadridge Investor Communication Solutions, Inc.
(proxy tabulation services), 51 Mercedes Way, Edgewood, NY 11717, EBIX Inc.
(order-entry system) located at 5 Concourse Parkway Suite 3200 Atlanta, GA
30328, Diversified Information Technologies Inc. (records management) located at
123 Wyoming Avenue Scranton, PA 18503, Fosdick Fulfillment Corp. (fulfillment of
prospectuses and marketing materials) located at 26 Barnes Industrial Park Road
North Wallingford, CT 06492, Insurance Technologies (annuity illustrations)
located at 38120 Amrhein Ave., Livonia, MI 48150, Lason Systems Inc. (contract
printing and mailing) located at 1305 Stephenson Highway Troy, MI 48083,
Morningstar Associates LLC (asset allocation recommendations) located at 225
West Wacker Drive Chicago, IL 60606, Pershing LLC (order-entry systems provider)
located at One Pershing Plaza Jersey City, NJ 07399, Personix (printing and
fulfillment of confirmations and client statements) located at 13100 North
Promenade Boulevard Stafford, TX 77477, RR Donnelley Receivables Inc. (printing
annual reports and prospectuses) located at 111 South Wacker Drive Chicago, IL
60606-4301, Stanton Group (qualified plan administrator) located at Two Pine
Tree Drive Suite 400 Arden Hills, MN 55112 Attention: Alerus Retirement
Solutions, State Street (accumulation unit value calculations) located at State
Street Financial Center One Lincoln Street Boston, Massachusetts 02111, The
Harty Press, Inc. (printing and fulfillment of marketing materials) located at
25 James Street New Haven, CT 06513, VG Reed & Sons Inc. (printing and
fulfillment of annual reports) located at 1002 South 12th Street Louisville, KY
40210, William B. Meyer (printing and fulfillment of prospectuses and marketing
materials) located at 255 Long Beach Boulevard Stratford, CT 06615.

The Separate Account. We have established a separate account, the Pruco Life
Flexible Premium Variable Annuity Account (separate account), to hold the assets
that are associated with the variable annuity contracts. The separate account
was established under Arizona law on June 16, 1995, and is registered with the
SEC under the Investment Company Act of 1940 as a unit investment trust, which
is a type of investment company. The assets of the separate account are held in
the name of Pruco Life and legally belong to us. These assets are kept separate
from all of our other assets and may not be charged with liabilities arising out
of any other business we may conduct. Income, gains, and losses, whether or not
realized, for assets allocated to the Separate Account are, in accordance with
the Annuities, credited to or charged against the Separate Account without
regard to other income, gains, or losses of Pruco Life. More detailed
information about Pruco Life, including its audited consolidated financial
statements, is provided in the Statement of Additional Information.

We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts
at our sole discretion. We may also close Sub-accounts to additional Purchase
Payments on existing Annuities or close Sub-accounts for Annuities purchased on
or after specified dates. We will first notify you and receive any necessary SEC
and/or state approval before making such a change. If an underlying mutual fund
is liquidated, we will ask you to reallocate any amount in the liquidated fund.
If you do not reallocate these amounts, we will reallocate such amounts only in
accordance with SEC pronouncements and only after obtaining an order from the
SEC, if required. We reserve the right to substitute underlying portfolios, as
allowed by applicable law. If we make a fund substitution or change, we may
change the Annuity contract to reflect the substitution or change. We do not
control the underlying mutual funds, so we cannot guarantee that any of those
funds will always be available.

If you are enrolled in a Dollar Cost Averaging, Asset Rebalancing, or comparable
programs while an underlying fund merger, substitution or liquidation takes
place, unless otherwise noted in any communication from us, your Account Value
invested in such underlying fund will be transferred automatically to the
designated surviving fund in the case of mergers, the replacement fund in the
case of substitutions, and an available Money Market Fund in the case of fund
liquidations. Your enrollment instructions will be automatically updated to
reflect the surviving fund, the replacement fund or a Money Market Fund for any
continued and future investments.

We issue the MVA Options through a different separate account of Pruco Life.
This separate account is not registered under the Investment Company Act of
1940. Moreover, you do not participate in the appreciation or depreciation of
the assets held by that separate account.

Service Fees Payable to Pruco Life

Pruco Life and/or our affiliates receive substantial and varying administrative
service payments, Rule 12b-1 fees, and "revenue sharing" payments from certain
underlying Portfolios or related parties. Rule 12b-1 fees compensate our
affiliated principal underwriter for

101

distribution, marketing, and/or servicing functions. Administrative services
payments compensate us for providing administrative services with respect to
Annuity Owners invested indirectly in the Portfolio, which include duties such
as recordkeeping shareholder services, and the mailing of periodic reports. We
receive administrative services fees with respect to both affiliated underlying
Portfolios and unaffiliated underlying Portfolios. The administrative services
fees we receive from affiliates originate from the assets of the affiliated
Portfolio itself and/or the assets of the Portfolio's investment advisor. In
recognition of the administrative services provided by the relevant affiliated
insurance companies, the investment advisors to certain affiliated Portfolios
also make "revenue sharing" payments to such affiliated insurance companies. In
any case, the existence of these fees tends to increase the overall cost of
investing in the Portfolio. In addition, because these fees are paid to us,
allocations you make to these affiliated underlying Portfolios benefit us
financially.

We collect these payments and fees under agreements between us and a Portfolio's
principal underwriter, transfer agent, investment advisor and/or other entities
related to the Portfolio.

The 12b-1 fees and administrative services fees that we receive may vary among
the different fund complexes that are part of our investment platform. Thus, the
fees we collect may be greater or smaller, based on the Portfolios that you
select. In addition, we may consider these payments and fees, among a number of
factors, when deciding to add or keep a Portfolio on the "menu" of Portfolios
that we offer through the Annuity.

Please see the table entitled "Underlying Mutual Fund Portfolio Annual Expenses"
for a listing of the Portfolios that pay a 12b-1 fee. With respect to
administrative services fees, the maximum fee that we receive is equal to
[____]% of the average assets allocated to the Portfolio(s) under the Annuity.
We expect to make a profit on these fees.

In addition, an investment advisor, sub-advisor or distributor of the underlying
Portfolios may also compensate us by providing reimbursement, defraying the
costs of, or paying directly for, among other things, marketing and/or
administrative services and/or other services they provide in connection with
the Annuity. These services may include, but are not limited to: sponsoring or
co-sponsoring various promotional, educational or marketing meetings and
seminars attended by distributors, wholesalers, and/or broker dealer firms'
registered representatives, and creating marketing material discussing the
contract, available options, and underlying Portfolios. The amounts paid depend
on the nature of the meetings, the number of meetings attended by the advisor,
sub-advisor, or distributor, the number of participants and attendees at the
meetings, the costs expected to be incurred, and the level of the advisor's,
sub-advisor's or distributor's participation. These payments or reimbursements
may not be offered by all advisors, sub-advisors, or distributors, and the
amounts of such payments may vary between and among each advisor, sub-advisor,
and distributor depending on their respective participation.

During 2008, with regard to amounts that were paid under these kinds of
arrangements described immediately above, the amounts ranged from approximately
$750 to approximately $1,138,481. These amounts may have been paid to one or
more Prudential-affiliated insurers issuing individual variable annuities.

LEGAL STRUCTURE OF THE UNDERLYING FUNDS

Each underlying mutual fund is registered as an open-end management investment
company under the Investment Company Act. Shares of the underlying mutual fund
Portfolios are sold to separate accounts of life insurance companies offering
variable annuity and variable life insurance products. The shares may also be
sold directly to qualified pension and retirement plans.

Voting Rights

We are the legal owner of the shares of the underlying mutual funds in which the
Sub-accounts invest. However, under SEC rules, you have voting rights in
relation to Account Value maintained in the Sub-accounts. If an underlying
mutual fund portfolio requests a vote of shareholders, we will vote our shares
based on instructions received from Owners with Account Value allocated to that
Sub-account. Owners have the right to vote an amount equal to the number of
shares attributable to their contracts. If we do not receive voting instructions
in relation to certain shares, we will vote those shares in the same manner and
proportion as the shares for which we have received instructions. This voting
procedure is sometimes referred to as "mirror voting" because, as indicated in
the immediately preceding sentence, we mirror the votes that are actually cast,
rather than decide on our own how to vote. In addition, because all the shares
of a given mutual fund held within our separate account are legally owned by us,
we intend to vote all of such shares when that underlying fund seeks a vote of
its shareholders. As such, all such shares will be counted towards whether there
is a quorum at the underlying fund's shareholder meeting and towards the
ultimate outcome of the vote. Thus, under "mirror voting", it is possible that
the votes of a small percentage of contract holders who actually vote will
determine the ultimate outcome. We will furnish those Owners who have Account
Value allocated to a Sub-account whose underlying mutual fund portfolio has
requested a "proxy" vote with proxy materials and the necessary forms to provide
us with their voting instructions. Generally, you will be asked to provide
instructions for us to vote on matters such as changes in a fundamental
investment strategy, adoption of a new investment advisory agreement, or matters
relating to the structure of the underlying mutual fund that require a vote of
shareholders.

102

Advanced Series Trust (the "Trust") has obtained an exemption from the
Securities and Exchange Commission that permits its co-investment advisers, AST
Investment Services, Inc. and Prudential Investments LLC, subject to approval by
the Board of Trustees of the Trust, to change sub-advisors for a Portfolio and
to enter into new sub-advisory agreements, without obtaining shareholder
approval of the changes. This exemption (which is similar to exemptions granted
to other investment companies that are organized in a similar manner as the
Trust) is intended to facilitate the efficient supervision and management of the
sub-advisors by AST Investment Services, Inc., Prudential Investments LLC and
the Trustees. The Trust is required, under the terms of the exemption, to
provide certain information to shareholders following these types of changes. We
may add new Sub-accounts that invest in a series of underlying funds other than
the Trust. Such series of funds may have a similar order from the SEC. You also
should review the prospectuses for the other underlying funds in which various
Sub-accounts invest as to whether they have obtained similar orders from the
SEC.

Material Conflicts

It is possible that differences may occur between companies that offer shares of
an underlying mutual fund portfolio to their respective separate accounts
issuing variable annuities and/or variable life insurance products. Differences
may also occur surrounding the offering of an underlying mutual fund portfolio
to variable life insurance policies and variable annuity contracts that we
offer. Under certain circumstances, these differences could be considered
"material conflicts," in which case we would take necessary action to protect
persons with voting rights under our variable annuity contracts and variable
life insurance policies against persons with voting rights under other insurance
companies' variable insurance products. If a "material conflict" were to arise
between owners of variable annuity contracts and variable life insurance
policies issued by us we would take necessary action to treat such persons
equitably in resolving the conflict. "Material conflicts" could arise due to
differences in voting instructions between owners of variable life insurance and
variable annuity contracts of the same or different companies. We monitor any
potential conflicts that may exist.

Confirmations, Statements, and Reports

We send any statements and reports required by applicable law or regulation to
you at your last known address of record. You should therefore give us prompt
notice of any address change. We reserve the right, to the extent permitted by
law and subject to your prior consent, to provide any prospectus, prospectus
supplements, confirmations, statements and reports required by applicable law or
regulation to you through our Internet Website at www.prudential.com or any
other electronic means, including diskettes or CD ROMs. We send a confirmation
statement to you each time a transaction is made affecting Account Value, such
as making additional Purchase Payments, transfers, exchanges or withdrawals. We
also send quarterly statements detailing the activity affecting your Annuity
during the calendar quarter, if there have been transactions during the quarter.
We may confirm regularly scheduled transactions, including, but not limited to
the Annual Maintenance Fee, Systematic Withdrawals (including 72(t)/72(q)
payments and Required Minimum Distributions), electronic funds transfer, Dollar
Cost Averaging, auto rebalancing, and the Custom Portfolios Program in quarterly
statements instead of confirming them immediately. You should review the
information in these statements carefully. You may request additional reports.
We reserve the right to charge $50 for each such additional report, but may
waive that charge in the future. We will also send an annual report and a
semi-annual report containing applicable financial statements for the portfolios
to Owners or, with your prior consent, make such documents available
electronically through our Internet Website or other electronic means.

DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE

Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
Prudential Annuities, Inc., is the distributor and principal underwriter of the
annuities offered through this prospectus. PAD acts as the distributor of a
number of annuity and life insurance products. PAD's principal business address
is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a
broker-dealer under the Securities Exchange Act of 1934 (Exchange Act), and is a
member of the Financial Industry Regulatory Authority (FINRA). Each Annuity is
offered on a continuous basis. PAD enters into distribution agreements with
broker/dealers who are registered under the Exchange Act and with entities that
may offer the Annuities but are exempt from registration (firms). Applications
for each Annuity are solicited by registered representatives of those firms.
Such representatives will also be our appointed insurance agents under state
insurance law. In addition, PAD may offer the Annuity directly to potential
purchasers.

Commissions are paid to firms on sales of the Annuity according to one or more
schedules. The registered representative will receive a portion of the
compensation, depending on the practice of his or her firm. Commissions are
generally based on a percentage of Purchase Payments made, up to a maximum of
___% for the L Series, ____% for the X Series ____% for the B Series and _____
for the C Series. Alternative compensation schedules are available that provide
a lower initial commission plus ongoing annual compensation based on all or a
portion of Account Value. We may also provide compensation to the distributing
firm for providing ongoing service to you in relation to the Annuity.
Commissions and other compensation paid in relation to the Annuity do not result
in any additional charge to you or to the separate account. Compensation varies
by Annuity product, and such differing compensation could be a factor in which
Annuity a Financial Professional recommends to you.

103

compensation arrangements with certain broker/dealers firms with respect to
certain or all registered representatives of such firms under which such firms
may receive separate compensation or reimbursement for, among other things,
training of sales personnel and/or marketing and/or administrative services
and/or other services they provide to us or our affiliates. These services may
include, but are not limited to: educating customers of the firm on the
Annuity's features; conducting due diligence and analysis; providing office
access, operations and systems support; holding seminars intended to educate
registered representatives and make them more knowledgeable about the Annuities;
providing a dedicated marketing coordinator; providing priority sales desk
support; and providing expedited marketing compliance approval and preferred
programs to PAD. We or PAD also may compensate third-party vendors, for services
that such vendors render to broker-dealer firms. To the extent permitted by the
FINRA rules and other applicable laws and regulations, PAD may pay or allow
other promotional incentives or payments in the forms of cash or non-cash
compensation. These arrangements may not be offered to all firms and the terms
of such arrangements may differ between firms. In addition, we or our affiliates
may provide such compensation, payments and/or incentives to firms arising out
of the marketing, sale and/or servicing of variable annuities or life insurance
offered by different Prudential business units.

The list below identifies three general types of payments that PAD pays which
are broadly defined as follows:

. Percentage Payments based upon "Assets under Management" or "AUM":
This type of payment is a percentage payment that is based upon the
total assets, subject to certain criteria in certain Pruco Life
products.

. Percentage Payments based upon sales: This type of payment is a
percentage payment that is based upon the total amount of money
received as Purchase Payments under Pruco Life annuity products sold
through the firm (or its affiliated broker-dealers).

. Fixed Payments: These types of payments are made directly to or in
sponsorship of the firm (or its affiliated broker-dealers). Examples
of arrangements under which such payments may be made currently
include, but are not limited to: sponsorships, conferences (national,
regional and top producer), speaker fees, promotional items and
reimbursements to firms for marketing activities or services paid by
the firms and/or their registered representatives. The amount of these
payments varies widely because some payments may encompass only a
single event, such as a conference, and others have a much broader
scope. In addition, we may make payments periodically during the
relationship for systems, operational and other support.

The list below includes the names of the firms (or their affiliated
broker/dealers) that we are aware (as of December 31, 2008) received payment
with respect to Prudential Annuities' annuity business generally during 2008 (or
as to which a payment amount was accrued during 2008). The firms listed below
include those receiving payments in connection with marketing of products issued
by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey.
Your registered representative can provide you with more information about the
compensation arrangements that apply upon the sale of the contract. During 2008,
the least amount paid, and greatest amount paid, were $1,578 and $1,376,472,
respectively. The firms listed below are those that received payments during
2008 with respect to Pruco Life and Pruco Life Insurance Company of New Jersey
Annuities. Each of these Annuities also is distributed by other selling firms
that previously were appointed only with our affiliate Prudential Annuities Life
Assurance Corporation ("PALAC"). Such other selling firms may have received
compensation similar to the types discussed above with respect to their sale of
PALAC annuities.

Name of Firm:

A.G. Edwards & Sons, Inc.
Advantage Capital
AIG Financial Advisors, Inc.
American General Securities
Citigroup Global Markets, Inc.
Financial Network Investment Corp.
FSC Securities Corp.
ING Financial Partners, Inc.
Merrill Lynch
Morgan Stanley & Co. Incorporated
Multi-Financial Securities Corp.
PrimeVest Financial Services, Inc.
Pruco Securities LLC
Raymond James & Associates, Inc.
Raymond James Financial Services
Royal Alliance Associates, Inc.
Stifel Nicolaus & Co., Inc.
UBS Financial Services, Inc.
Wachovia Securities, Inc.

104

Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC

You should note that firms and individual registered representatives and branch
managers with some firms participating in one of these compensation arrangements
might receive greater compensation for selling the Annuities than for selling a
different annuity that is not eligible for these compensation arrangements.
While compensation is generally taken into account as an expense in considering
the charges applicable to a contract product, any such compensation will be paid
by us or PAD and will not result in any additional charge to you. Your
registered representative can provide you with more information about the
compensation arrangements that apply upon the sale of the Annuity.

On July 1, 2003, Prudential Financial combined its retail securities brokerage
and clearing operations with those of Wachovia Corporation ("Wachovia") and
formed Wachovia Securities, a joint venture currently headquartered in St.
Louis, Missouri. On October 1, 2007, Wachovia completed the acquisition of A.G.
Edwards, Inc. ("A.G. Edwards") and on January 1, 2008 contributed the retail
securities brokerage business of A.G. Edwards to the joint venture. Wachovia's
contribution of this business entitled Prudential Financial to elect a
"lookback" option (which Prudential Financial elected) permitting Prudential
Financial to delay for a period of two years ending on January 1, 2010, the
decision on whether or not to make payments to avoid or limit dilution of its
38% ownership interest in the joint venture or, alternatively, to "put" its
joint venture interests to Wachovia based on the appraised value of the joint
venture, excluding the A.G. Edwards business, as of January 1, 2008, the date of
the combination of the A.G. Edwards business with Wachovia Securities. On
October 3, 2008, Wachovia and Wells Fargo & Company ("Wells Fargo") announced
that they had entered into an Agreement and Plan of Merger, pursuant to which
Wachovia would be merged into Wells Fargo, which would succeed to Wachovia's
rights and obligations under the joint venture arrangements. As reported by
Wells Fargo, this merger was completed on December 31, 2008. Wachovia Securities
is now using the Wells Fargo Advisors name. On June 17, 2009, Prudential
Financial provided notice to Wells Fargo of its exercise of its "lookback"
option put rights. Under the terms of the joint venture agreements, the Company
expects that the closing of the put transaction will occur on or about January
1, 2010.

Wachovia and Wachovia Securities are key distribution partners for certain
products of Prudential Financial affiliates, including mutual funds and
individual annuities that are distributed through their financial advisors, bank
channel and independent channel. In addition, Prudential Financial is a service
provider to the managed account platform and certain wrap-fee benefits offered
by Wachovia Securities.

This Annuity is sold through firms that are unaffiliated with us, and also is
sold through an affiliated firm called Pruco Securities LLC. Pruco Securities,
LLC is an indirect wholly-owned subsidiary of Prudential Financial that sells
variable annuities and variable life insurance (among other products) through
its registered representatives. Pruco Securities LLC also serves as principal
underwriter of certain variable life insurance contracts issued by subsidiary
insurers of Prudential Financial.

FINANCIAL STATEMENTS

The financial statements of the Separate Account and Pruco Life are included in
the Statement of Additional Information.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

LEGAL PROCEEDINGS

Pruco Life 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 Pruco Life and that are typical of the businesses in which
Pruco Life 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 and policy servicing.
Pruco Life 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.

Commencing in 2003, Prudential Financial received formal requests for
information from the SEC and the New York Attorney General's Office ("NYAG")
relating to market timing in variable annuities by certain American Skandia
entities. In connection with these investigations, with the approval of Skandia,
an offer was made by American Skandia to the SEC and NYAG, to settle these
matters by paying restitution and a civil penalty of $95 million in the
aggregate. In April 2009, AST Investment Services, Inc., formerly named American
Skandia Investment Services, Inc. ("ASISI"), reached a resolution of the
previously disclosed investigations by the SEC and the NYAG into market timing
related misconduct involving certain variable annuities. The settlements relate
to conduct that generally occurred between January 1998 and September 2003.
ASISI is an affiliate of Pruco Life and serves as investment manager for certain
investment options under Pruco Life's variable life insurance and annuity
products. Prudential Financial acquired ASISI from Skandia

105

Insurance Company Ltd. (publ) ("Skandia") in May 2003. Subsequent to the
acquisition, Prudential Financial implemented controls, procedures and measures
designed to protect customers from the types of activities involved in these
investigations. These settlements resolve the investigations by the above named
authorities into these matters, subject to the settlement terms. Under the terms
of the settlements, ASISI has paid a total of $34 million in disgorgement and an
additional $34 million as a civil money penalty. These amounts will be paid into
a Fair Fund administered by the SEC to compensate those harmed by the market
timing related activities. In the settlements, ASISI has agreed to retain, at
its ongoing cost and expense, the services of an Independent Distribution
consultant acceptable to the Staff of the SEC to develop a proposed plan for the
distribution of Fair Fund amounts according to a methodology developed in
consultation with and acceptable to the Staff. As part of these settlements,
ASISI has undertaken that by the end of 2009 it will undergo a compliance review
by an independent third party, who shall issue a report of its findings and
recommendations to ASISI's Board of Directors, the Audit Committee of the
Advanced Series Trust Board of Trustees and the Staff of the SEC. In addition,
ASISI has agreed, among other things, to continue to cooperate with the SEC and
NYAG in any litigation, ongoing investigations or other proceedings relating to
or arising from their investigations into these matters. Under the terms of the
purchase agreement pursuant to which Prudential Financial acquired ASISI from
Skandia, Prudential Financial was indemnified for the costs of the settlements.

Pruco Life'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 Pruco Life
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 Pruco Life'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 Pruco Life'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 Pruco Life's financial position.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

. Company

. Experts

. Principal Underwriter

. Allocation of Initial Purchase Payment

. Determination of Accumulation Unit Values
Financial Statements

HOW TO CONTACT US
You can contact us by:

. calling our Customer Service Team at 1-888-PRU-2888 during our normal
business hours,

. writing to us via regular mail at Prudential Annuity Service Center,
P.O. Box 7960, Philadelphia, PA 19176. NOTE: Failure to send mail to
the proper address may result in a delay in our receiving and
processing your request.

. accessing information about your Annuity through our Internet Website
at www.prudential.com.

You can obtain account information by calling our automated response system and
at www.prudential.com, our Internet Website. Our Customer Service
representatives are also available during business hours to provide you with
information about your account. You can request certain transactions through our
telephone voice response system, our Internet Website or through a customer
service representative. You can provide authorization for a third party,
including your attorney-in-fact acting pursuant to a power of attorney, to
access your account information and perform certain transactions on your
account. You will need to complete a form provided by us which identifies those
transactions that you wish to authorize via telephonic and electronic means and
whether you wish to authorize a third party to perform any such transactions.
Please note that unless you tell us otherwise, we deem that all transactions
that are directed by your Financial Professional with respect to your Annuity
have been authorized by you. We require that you or your representative provide
proper identification before performing transactions over the telephone or
through our Internet Website. This may include a Personal Identification Number
(PIN) that will be provided to you upon issue of your Annuity or you may
establish or change your PIN by calling our automated response system and at
www.prudential.com, our Internet Website. Any third party that you authorize to
perform financial transactions on your account will be assigned a PIN for your
account.

106

Transactions requested via telephone are recorded. To the extent permitted by
law, we will not be responsible for any claims, loss, liability or expense in
connection with a transaction requested by telephone or other electronic means
if we acted on such transaction instructions after following reasonable
procedures to identify those persons authorized to perform transactions on your
Annuity using verification methods which may include a request for your Social
Security number, PIN or other form of electronic identification. We may be
liable for losses due to unauthorized or fraudulent instructions if we did not
follow such procedures.

Pruco Life does not guarantee access to telephonic, facsimile, Internet or any
other electronic information or that we will be able to accept transaction
instructions via such means at all times. Regular and/or express mail will be
the only means by which we will accept transaction instructions when telephonic,
facsimile, Internet or any other electronic means are unavailable or delayed.
Pruco Life reserves the right to limit, restrict or terminate telephonic,
facsimile, Internet or any other electronic transaction privileges at any time.

107

APPENDIX A - ACCUMULATION UNIT VALUES

As we have indicated throughout this prospectus, each Annuity is a contract that
allows you to select or decline any of several features that carries with it a
specific asset-based charge. We maintain a unique unit value corresponding to
each combination of such contract features.

Because each Annuity is new, no historical unit values are depicted here.
However, such historical unit values will be set forth in subsequent amendments
to this prospectus.

A-1

APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

Pruco Life Insurance Company offers several deferred variable annuity products.
Each annuity, (X, L, B, C Series), has different features and benefits that may
be appropriate for you based on your individual financial situation and how you
intend to use the Annuity. Not all of these Annuities may be available to you,
depending on your state of residence and/or the broker-dealer through which your
Annuity was sold. You can verify which of these Annuities is available to you by
speaking to your Financial Professional or calling 1-888-PRU-2888.

Among the factors you should consider when choosing which annuity product may be
most appropriate for your individual needs are the following:

.. Your age;

.. The amount of your investment and any planned future Purchase Payments into
the Annuity,

.. How long you intend to hold the Annuity (also referred to as investment
time horizon);

.. Your desire to make withdrawals from the Annuity and the timing thereof;

.. Your investment objectives;

.. The guarantees optional benefits; and

.. Your desire to minimize costs and/or maximize return associated with the
annuity.

You can compare the costs of the X-Series, L-Series, B-Series, and C-Series by
examining the section in this prospectus entitled "Summary of Contract Fees and
Charges". There are trade-offs associated with the costs and benefits provided
by each of the Series. Generally, shorter-term CDSC products such as the
C-Series and L-Series provide higher Surrender Value in short-duration
scenarios, while long-term CDSC classes such as the B-Series and X-Series
provide higher Surrender Values in long-term scenarios. Please note, while the
Insurance Charges differ among the Series, beginning after the 9th Annuity
Anniversary they are all equal.

In choosing which Series to purchase, you should consider the features and the
associated costs that offer the greatest value to you. The different features
may include:

. Variations on your ability to access funds in your Annuity without the
imposition of a Contingent Deferred Sales Charge (CDSC),

. Different ongoing fees and charges you pay to stay in the Annuity,

. Purchase Credits made available.

An Annuity without CDSC or a shorter CDSC may provide flexibility and greater
Surrender Value in earlier years; however, if you intend to hold the Annuity
long term, it may result in a trade off for value in later years. An Annuity
that provides a Purchase Credit has a higher Insurance Charge until the 9th
contract Anniversary and a longer CDSC period than other Annuities without a
Purchase Credit. However, the Purchase Credit may add long-term value.

The following chart outlines some of the different features for each Annuity
sold through this prospectus. The availability of optional benefits, such as
those noted in the chart, may increase the total cost of the Annuity. Certain
living benefits are intended to address longevity risks or market risk. You
should consider whether your need for a living benefit alters your time horizon
and then ultimately your share class decision. You should carefully consider
which features you plan to use when selecting your Annuity, and the impact of
such features in relation to your investment objectives and which share class
may be most appropriate for you.

To demonstrate the impact of the various expense structures, the hypothetical
examples on the following pages reflect the Account Value and Surrender Value of
each variable annuity over a variety of holding periods. These charts reflect
the impact of different hypothetical rates of return and the comparable value of
each of the Annuities (which reflects the charges associated with each Annuity)
under the assumptions noted.

B-1

Annuity Comparison B Series C Series L Series X Series
------------------------- --------------- --------------- --------------- ----------------

Minimum Investment $1,000 $10,000
Maximum Issue Age 85 80

Contingent Deferred Sales [to be filed by [to be filed by [to be filed by [to be filed by
Charge Schedule amendment] amendment] amendment] amendment]
(Based on date of each
purchase payment)

Insurance Charge [to be filed by [to be filed by [to be filed by [to be filed by
(Yrs 1-9) amendment] amendment] amendment] amendment]

Insurance Charge [to be filed by amendment]
(Yrs 10+)
Annual Maintenance Fee Lesser of:

. [to be filed by amendment] Waived
for Premiums => $100k

Purchase Credit No Yes, based on
purchase
payments
[to be filed by
amendment]
Recaptured in
certain
circumstances

Fixed Rate Options 6 and 12 month DCA MVA options;
3-, 5-, 7- & 10-yr Fixed MVA Options

Variable Investment Advanced Series Trust Portfolios;
Options Franklin Templeton VIT
(Not all options
available with certain
optional benefits)

Minimum Death Benefit Greater of: Greater of:

. Purchase payments minus proportional . Purchase
withdrawals, and payments
minus
. Unadjusted Account Value proportional
withdrawals,
and

. Unadjusted
Account
Value,
Less any
Purchase
Credits
recaptured
in certain
circumstances

Optional Death Benefits HAV;
(for an additional cost) Combo 5% Roll-up & HAV

Optional Living Benefits HD6 Plus;
(for an additional cost) HD6 Plus w/ LIA;
Spousal HD6 Plus;
HD GRO II;
GRO Plus II

B-2

The following examples outline the value of each Annuity as well as the amount
that would be available to an investor as a full surrender at the end of each of
the Annuity years specified. The values shown below are based on the following
assumptions:

.. An initial investment of $100,000 is made into each Annuity earning a gross
rate of return of 0% and 6% and 10%, respectively.

.. No additional Purchase Payments or withdrawals are made from the Annuity.

.. The hypothetical gross rates of return are reduced by the arithmetic
average of the fees and expenses of the underlying portfolios and the
charges that are deducted from the Annuity at the Separate Account level as
follows: -- __% (for B Series) __% (X Series) __% (for L Series) and __%
(C Series) based on the fees and expenses of the applicable underlying
portfolios as of December 31, 2008. The arithmetic average of all fund
expenses is computed by adding portfolios. For purposes of the
illustrations, we do not reflect any expense reimbursements or expense
waivers that might apply and are described in the prospectus fee table.

.. The Separate Account level charges refer to the Insurance Charge.

The Account Value and Surrender Value are further reduced by the Annual
Maintenance Fee, if applicable. For X-Series, the Account Value and Surrender
Value also reflect the addition of any applicable Purchase Credits.

The Account Value assumes no surrender, while the Surrender Value assumes a 100%
surrender two days prior to the anniversary of the Issue Date of the Annuity
("Annuity Anniversary"), therefore reflecting the CDSC applicable to that
Annuity Year. Note that a withdrawal on the Annuity Anniversary, or the day
before the Annuity Anniversary, would be subject to the CDSC applicable to the
next Annuity Year, which may be lower. The CDSC is calculated based on the date
that the Purchase Payment was made and for purposes of these examples, we assume
that a single Purchase Payment of $100,000 was made on the Issue Date. The
values that you actually experience under an Annuity will be different from what
is depicted here if any of the assumptions we make here differ from your
circumstances, however the relative values for each Annuity reflected below will
remain the same. (We will provide your Financial Professional with a
personalized illustration upon request).

L Series

------------------------------------------------------------------------
0% Gross rate of return 6% Gross rate of return 10% Gross rate of return
All years -% All years % All years %
------------------------------------------------------------------------
Annuity Surrender Annuity Surrender Annuity Surrender
Yr Value Value Value Value Value Value
----------------------------------------------------------------------------
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18

B-3

19
20
21
22
23
24
25

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = _____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

B Series

B-4

18
19
20
21
22
23
24
25

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = _____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

X Series

B-5

13
14
15
16
17
18
19
20
21
22
23
24
25

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = ____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

C Series

B-6

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = _____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

B-7

APPENDIX C - FORMULA FOR HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND
SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT
(including Highest Daily Lifetime 6 Plus with LIA)

TRANSFERS OF ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND
THE AST INVESTMENT GRADE BOND SUB-ACCOUNT

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULAS:

.. C//u// - the upper target is established on the effective date of the
Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus benefit
(the "Effective Date") and is not changed for the life of the guarantee.
Currently, it is 83%.

.. Cu//s// - The secondary upper target is established on the Effective Date
of the Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
benefit and is not changed for the life of the guarantee. Currently it is
84.5%

.. C//t// - the target is established on the Effective Date and is not changed
for the life of the guarantee. Currently, it is 80%.

.. C//l// - the lower target is established on the Effective Date and is not
changed for the life of the guarantee. Currently, it is 78%.

.. L - the target value as of the current Valuation Day.

.. r - the target ratio.

.. a - factors used in calculating the target value. These factors are
established on the Effective Date and are not changed for the life ofthe
guarantee. (See below for the table of "a" factors

.. V//v// - the total value of all Permitted Sub-accounts in the Annuity.

.. V//F// - the Unadjusted Account Value of all elected MVA Options in the
Annuity.

.. B - the total value of the AST Investment Grade Bond Portfolio Sub-account.

.. P - Income Basis. Prior to the first Lifetime Withdrawal, the Income Basis
is equal to the Protected Withdrawal Value calculated as if the first
Lifetime Withdrawal were taken on the date of calculation. After the first
Lifetime Withdrawal, the Income Basis is equal to the greater of (1) the
Protected Withdrawal Value on the date of the first Lifetime Withdrawal,
increased for additional Purchase Payments, including the amount of any
associated Purchase Credits, and adjusted proportionally for Excess Income
*, and (2) the Protected Withdrawal Value on any Annuity Anniversary
subsequent to the first Lifetime Withdrawal, increased for subsequent
additional Purchase Payments (including the amount of any associated
Purchase Credits) and adjusted proportionately for Excess Income* and (3)
any highest daily Unadjusted Account Value occurring on or after the later
of the immediately preceding Annuity anniversary, or the date of the first
Lifetime Withdrawal, and prior to or including the date of this
calculation, increased for additional Purchase Payments (including the
amount of any associated Purchase Credits) and adjusted for withdrawals, as
described herein.

.. T - the amount of a transfer into or out of the AST Investment Grade Bond
Portfolio Sub-account.

.. T//M// - the amount of a monthly transfer out of the AST Investment Grade
Bond Portfolio.

* Note: Lifetime Withdrawals of less than or equal to the Annual Income
Amount do not reduce the Income Basis.

DAILY TARGET VALUE CALCULATION:

On each Valuation Day, a target value (L) is calculated, according to the
following formula. If the variable Account Value (V//V// + V//F//) is equal
to zero, no calculation is necessary. Target Values are subject to change
for new elections of this benefit on a going-forward basis.

L = 0.05 * P * a

DAILY TRANSFER CALCULATION:

The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines when a transfer is required:

C-1

Target Ratio r = (L - B) / (V//V// + V//F//).

.. If on the third consecutive Valuation Day r > Cu and r (less or =) Cu//s//
or if on any day r > Cu//s//, and transfers have not been suspended due to
the 90% cap rule, assets in the Permitted Sub-accounts and the DCA MVA
Options, if applicable, are transferred to the AST Investment Grade Bond
Portfolio Sub-account.

.. If r < C//l//, and there are currently assets in the AST Investment Grade
Bond Portfolio Sub-account (B > 0), assets in the AST Investment Grade Bond
Portfolio Sub-account are transferred to the Permitted Sub-accounts as
described above.

90% Cap Rule: If, on any Valuation Day this benefit remains in effect, a
transfer into the AST Investment Grade Bond Portfolio Sub-account occurs that
results in 90% of the Unadjusted Account Value being allocated to the AST
Investment Grade Bond Portfolio Sub-account, any transfers into the AST
Investment Grade Bond Portfolio Sub-account will be suspended, even if the
formula would otherwise dictate that a transfer into the AST Investment Grade
Bond Portfolio Sub-account should occur. Transfers out of the AST Investment
Grade Bond Portfolio Sub-account and into the elected Sub-accounts will still be
allowed. The suspension will be lifted once a transfer out of the AST Investment
Grade Bond Portfolio Sub-account occurs either due to a Daily or Monthly
Transfer Calculation. Due to the performance of the AST Investment Grade Bond
Portfolio Sub-account and the elected Sub-accounts, the Unadjusted Account value
could be more than 90% invested in the AST Investment Grade Bond Portfolio
Sub-account.

.. The following formula, which is set on the Benefit Effective Date and is
not changed for the life of the guarantee, determines the transfer amount:

T = Min (MAX (0, (0.90 * (V//V//+V//F// + B)) - B), Money is transferred from the Permitted
[L - B - (V//V//+V//F//)*C//t//] / (1 - C//t//)) Sub-accounts and the DCA MVA Options to the AST Investment
Grade Bond Sub-account

T = {Min (B, - [L - B - (V//V// + V//F//) * C//t//] / (1 - C//t//))} Money is transferred from the AST Investment Grade Bond
Sub-account to the Permitted Sub-accounts

Monthly Transfer Calculation

On each monthly anniversary of the Annuity Issue Date and following the daily
Transfer Calculation above, the following formula determines if a transfer from
the AST Investment Grade Bond Sub-account to the Permitted Sub-Account will
occur:

If, after the daily Transfer Calculation is performed,

{Min (B, .05 * (V//V// + V//F// + B))} (less than) (C//u// * (V//V// + V//F//) -
L + B) / (1 - C//u//), then

T//M// = {Min (B, .05 * (V//V// + V//F// + B))} Money is transferred from the
AST Investment Grade Bond Sub-account to the
Permitted Sub-accounts.

"a" Factors for Liability Calculations
(in Years and Months since Benefit Effective Date)*

Years
Months 1 2 3 4 5 6 7 8 9 10 11 12
------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

C-2

5 13.60 13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
6 13.15 13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
7 12.71 12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
8 12.26 12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
9 11.82 11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
10 11.38 11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
11 10.94 10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
12 10.50 10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
13 10.07 10.04 10.00 9.96 9.93 9.89 9.86 9.82 9.79 9.75 9.71 9.68
14 9.64 9.61 9.57 9.54 9.50 9.47 9.43 9.40 9.36 9.33 9.29 9.26
15 9.22 9.19 9.15 9.12 9.08 9.05 9.02 8.98 8.95 8.91 8.88 8.84
16 8.81 8.77 8.74 8.71 8.67 8.64 8.60 8.57 8.54 8.50 8.47 8.44
17 8.40 8.37 8.34 8.30 8.27 8.24 8.20 8.17 8.14 8.10 8.07 8.04
18 8.00 7.97 7.94 7.91 7.88 7.84 7.81 7.78 7.75 7.71 7.68 7.65
19 7.62 7.59 7.55 7.52 7.49 7.46 7.43 7.40 7.37 7.33 7.30 7.27
20 7.24 7.21 7.18 7.15 7.12 7.09 7.06 7.03 7.00 6.97 6.94 6.91
21 6.88 6.85 6.82 6.79 6.76 6.73 6.70 6.67 6.64 6.61 6.58 6.55
22 6.52 6.50 6.47 6.44 6.41 6.38 6.36 6.33 6.30 6.27 6.24 6.22
23 6.19 6.16 6.13 6.11 6.08 6.05 6.03 6.00 5.97 5.94 5.92 5.89
24 5.86 5.84 5.81 5.79 5.76 5.74 5.71 5.69 5.66 5.63 5.61 5.58
25 5.56 5.53 5.51 5.48 5.46 5.44 5.41 5.39 5.36 5.34 5.32 5.29
26 5.27 5.24 5.22 5.20 5.18 5.15 5.13 5.11 5.08 5.06 5.04 5.01
27 4.99 4.97 4.95 4.93 4.91 4.88 4.86 4.84 4.82 4.80 4.78 4.75
28 4.73 4.71 4.69 4.67 4.65 4.63 4.61 4.59 4.57 4.55 4.53 4.51
29 4.49 4.47 4.45 4.43 4.41 4.39 4.37 4.35 4.33 4.32 4.30 4.28
30 4.26 4.24 4.22 4.20 4.18 4.17 4.15 4.13 4.11 4.09 4.07 4.06**

* The values set forth in this table are applied to all ages.

** In all subsequent years and months thereafter, the annuity factor is 4.06

C-3

APPENDIX D: FORMULA FOR HIGHEST DAILY GRO II and GRO Plus II

THE FOLLOWING ARE THE TERMS AND DEFINITIONS REFERENCED IN THE TRANSFER
CALCULATION FORMULA:

.. AV is the current Account Value of the Annuity

.. V//V// is the current Account Value of the elected Sub-accounts of the
Annuity

.. V//F// is the current Account Value of amounts held in the MVA Options

.. B is the total current value of the AST bond portfolio Sub-account

.. Cl is the lower target value. Currently, it is 79%.

.. Ct is the middle target value. Currently, it is 82%.

.. Cu is the upper target value. Currently, it is 85%.

.. T is the amount of a transfer into or out of the AST bond portfolio
Sub-account .

For each guarantee provided under the benefit,

.. Gi is the guarantee amount

.. Ni is the number of days until the maturity date

.. di is the discount rate applicable to the number of days until the maturity
date. It is determined with reference a benchmark index, reduced by the
Discount Rate Adjustment and subject to the discount rate minimum. The
discount rate minimum, beginning on the effective date of the benefit, is
three percent, and will decline monthly over the first twenty-four months
following the effective date of the benefit to one percent in the
twenty-fifth month, and will remain at one percent for every month
thereafter. Once selected, we will not change the applicable benchmark
index. However, if the benchmark index is discontinued, we will substitute
a successor benchmark index, if there is one. Otherwise we will substitute
a comparable benchmark index. We will obtain any required regulatory
approvals prior to substitution of the benchmark index.

D-1

The formula, which is set on the effective date and is not changed while the
benefit is in effect, determines, on each Valuation Day, when a transfer is
required.

The formula begins by determining the value on that Valuation Day that, if
appreciated at the applicable discount rate, would equal the guarantee amount at
the end of each applicable guarantee period. We call the greatest of these
values the "current liability (L)."

L = MAX (Li), where Li = Gi / (1 + di) /(Ni/365)/

Next the formula calculates the following formula ratio:

r = (L - B) / (V//V// + V//F//)

If the formula ratio exceeds an upper target value, then all or a portion of the
Account Value will be transferred to the AST bond portfolio Sub-account
associated with the current liability subject to the rule that prevents a
transfer into that AST bond portfolio Sub-account if 90% or more of Account
Value is in that Sub-account (90% cap). If at the time we make a transfer to the
AST bond portfolio Sub-account associated with the current liability there is
Account Value allocated to an AST bond portfolio Sub-account not associated with
the current liability, we will transfer all assets from that AST bond portfolio
Sub-account to the AST bond portfolio Sub-account associated with the current
liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r >
Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min (MAX(0, (.90 * (V//V// + V//F// + B)) - B), [L - B - (V//V// + V//F//)
* Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in
the AST bond portfolio Sub-account, then the formula will transfer assets out of
the AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the AST bond portfolio

Sub-account if r ** C1 and B * 0.

The transfer amount is calculated by the following formula:

T = {Min (B, - [L - B - (V//V// + V//F//) * Ct] / (1 - Ct))}

If following a transfer to the elected Sub-accounts, there are assets remaining
in a AST bond portfolio Sub-account not associated with the current liability,
we will transfer all assets from that AST bond portfolio Sub-account to the AST
bond portfolio Sub-account associated with the current liability.

If transfers into the AST bond portfolio Sub-account are restricted due to the
operation of the 90% cap `, then we will not perform any intra-AST bond
portfolio Sub-account transfers. However, if assets transfer out of an AST bond
portfolio Sub-account and into the elected Sub-accounts due to the maturity of
the AST bond portfolio, by operation of the formula, assets may subsequently
transfer to another AST bond portfolio Sub-account that is associated with a
future guarantee, subject to the 90% cap rule.

D-2

APPENDIX E - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES

[TO BE FURNISHED IN PRE-EFFECTIVE AMENDMENT]

E-1

PRUCO LIFE INSURANCE COMPANY
A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777

Prudential Variable Annuity [ ]SERIES ("[ ] SERIES")

Flexible Premium Deferred Annuity
PROSPECTUS: __, 2010
--------------------------------------------------------------------------------

This prospectus describes a flexible premium deferred annuity offered by Pruco
Life Insurance Company ("Pruco Life"), which we refer to in this prospectus as
the "Annuity" or the "[ ] Series". The Annuity described in this prospectus is
designed for investors who have hired an investment advisor to provide advice
about allocating Account Value within the Annuity. The Annuity may be offered
as an individual annuity contract or as an interest in a group annuity. The
Annuity has different features and benefits that may be appropriate for you
based on your financial situation, your age and how you intend to use the
Annuity. Financial Professionals may be compensated for the sale of the
Annuity. Selling broker-dealer firms through which the Annuity is sold may
decline to make available to their customers certain of the optional features
and investment options offered generally under the Annuity or may impose
restrictions (e.g., a lower maximum issue age for certain optional benefits).
Please speak to your Financial Professional for further details. Certain of the
investment options and/or features may not be available in all states. Certain
terms are capitalized in this prospectus. Those terms are either defined in the
Glossary of Terms or in the context of the particular section.

THE SUB-ACCOUNTS

The Pruco Life Flexible Premium Variable Annuity Account is a separate account
of Pruco Life, and is the investment vehicle in which your Purchase Payments
invested in the Sub-accounts are held. Each Sub-account of the Pruco Life
Flexible Premium Variable Annuity Account invests in an underlying mutual fund
- see the following page for a complete list of the Sub-accounts. Currently,
portfolios of Advanced Series Trust, Franklin Templeton Variable Insurance
Products Trust, and ProFunds VP are being offered.

PLEASE READ THIS PROSPECTUS

This prospectus sets forth information about the Annuity that you ought to know
before investing. Please read this prospectus and the current prospectus for
the underlying mutual funds. Keep them for future reference. If you are
purchasing the Annuity as a replacement for an existing variable annuity or
variable life coverage, or a fixed insurance policy, you should consider any
surrender or penalty charges you may incur and any benefits you may also be
forfeiting when replacing your existing coverage.

AVAILABLE INFORMATION

We have also filed a Statement of Additional Information dated the same date as
this prospectus that is available from us, without charge, upon your request.
The contents of the Statement of Additional Information are described at the
end of this prospectus - see Table of Contents. The Statement of Additional
Information is incorporated by reference into this prospectus. This prospectus
is part of the registration statement we filed with the SEC regarding this
offering. Additional information on us and this offering is available in the
registration statement and the exhibits thereto. You may review and obtain
copies of these materials at no cost to you by contacting us. These documents,
as well as documents incorporated by reference, may also be obtained through
the SEC's Internet Website (www.sec.gov) for this registration statement as
well as for other registrants that file electronically with the SEC.

This Annuity is NOT a deposit or obligation of, or issued, guaranteed or
endorsed by, any bank, is NOT insured or guaranteed by the U.S. government, the
Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any
other agency. An investment in an annuity involves investment risks, including
possible loss of value, even with respect to amounts allocated to the AST Money
Market Sub-account.

THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888

Prospectus dated: __, 2010 Statement of Additional Information dated: __, 2010

PLEASE SEE OUR PRIVACY POLICY AND OUR IRA, ROTH IRA AND FINANCIAL DISCLOSURE
STATEMENTS ATTACHED TO THE BACK COVER OF THIS PROSPECTUS.

VARIABLE INVESTMENT OPTIONS

(Certain investment options may not be available with your Annuity)

Advanced Series Trust

AST Academic Strategies Asset Allocation Portfolio
AST Advanced Strategies Portfolio
AST AllianceBernstein Core Value Portfolio
AST AllianceBernstein Growth & Income Portfolio
AST American Century Income & Growth Portfolio
AST Balanced Asset Allocation Portfolio
AST Bond Portfolio 2017
AST Bond Portfolio 2018
AST Bond Portfolio 2019
AST Bond Portfolio 2020
AST Bond Portfolio 2021
AST Capital Growth Asset Allocation Portfolio
AST CLS Growth Asset Allocation Portfolio
AST CLS Moderate Asset Allocation Portfolio
AST Cohen & Steers Realty Portfolio
AST DeAM Large-Cap Value Portfolio
AST Federated Aggressive Growth Portfolio
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
AST Global Real Estate Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST High Yield Portfolio
AST Horizon Growth Asset Allocation Portfolio
AST Horizon Moderate Asset Allocation Portfolio
AST International Growth Portfolio
AST International Value Portfolio
AST Investment Grade Bond Portfolio
AST Jennison Large-Cap Growth Portfolio
AST Jennison Large-Cap Value Portfolio
AST JPMorgan International Equity Portfolio
AST Large-Cap Value Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST Marsico Capital Growth Portfolio
AST MFS Global Equity Portfolio
AST MFS Growth Portfolio
AST Mid-Cap Value Portfolio
AST Money Market Portfolio
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Small-Cap Growth Portfolio
AST Niemann Capital Growth Asset Allocation Portfolio
AST Parametric Emerging Markets Equity Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST PIMCO Total Return Bond Portfolio
AST Preservation Asset Allocation Portfolio
AST QMA US Equity Portfolio
AST Schroders Multi-Asset World Strategies Portfolio
AST Small-Cap Growth Portfolio
AST Small-Cap Value Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price Global Bond Portfolio
AST T. Rowe Price Large-Cap Growth Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST UBS Dynamic Alpha Portfolio
ST Western Asset Core Plus Bond Portfolio

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton VIP Founding Funds Allocation Fund

ProFund VP Portfolios

Consumer Goods
Consumer Services
Financials
Health Care
Industrials
Large-Cap Growth
Large-Cap Value
Mid-Cap Growth
Mid-Cap Value
Real Estate
Small-Cap Growth
Small-Cap Value
Telecommunications
Utilities

CONTENTS

GLOSSARY OF TERMS....................................................... 1

SUMMARY OF CONTRACT FEES AND CHARGES.................................... 3

EXPENSE EXAMPLES........................................................ 12

SUMMARY................................................................. 13

INVESTMENT OPTIONS...................................................... 15
VARIABLE INVESTMENT OPTIONS 15
LIMITATIONS WITH OPTIONAL BENEFITS...................................... 29
MARKET VALUE ADJUSTMENT OPTIONS......................................... 31
RATES FOR MVA OPTIONS................................................... 32
MARKET VALUE ADJUSTMENT................................................. 32
MVA EXAMPLES 34
LONG TERM MVA OPTIONS................................................... 35
DCA MVA OPTIONS......................................................... 35
GUARANTEE PERIOD TERMINATION............................................ 35

FEES, CHARGES AND DEDUCTIONS............................................ 36
MVA OPTION CHARGES...................................................... 37
ANNUITY PAYMENT OPTION CHARGES.......................................... 37
EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES............................... 37

PURCHASING YOUR ANNUITY................................................. 37
REQUIREMENTS FOR PURCHASING THE ANNUITY................................. 37
DESIGNATION OF OWNER, ANNUITANT AND BENEFICIARY......................... 38
RIGHT TO CANCEL......................................................... 40
SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT........................ 40
SALARY REDUCTION PROGRAMS............................................... 40

MANAGING YOUR ANNUITY................................................... 40
CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS................. 40

MANAGING YOUR ACCOUNT VALUE............................................. 41
DOLLAR COST AVERAGING PROGRAMS.......................................... 41
6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM (THE "6 OR 12 MONTH DCA
PROGRAM")............................................................. 41
AUTOMATIC REBALANCING PROGRAMS.......................................... 42
AUTHORIZATION OF A THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT.. 43
FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS... 43
RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS.................... 44

ACCESS TO ACCOUNT VALUE................................................. 45
TYPES OF DISTRIBUTIONS AVAILABLE TO YOU................................. 45
TAX IMPLICATIONS FOR DISTRIBUTIONS...................................... 45
SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD... 46
SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL
REVENUE CODE.......................................................... 46
REQUIRED MINIMUM DISTRIBUTIONS.......................................... 46

SURRENDERS 47
SURRENDER VALUE......................................................... 47

ANNUITY OPTIONS 47
CHOOSING THE ANNUITY PAYMENT OPTION..................................... 48

LIVING BENEFITS......................................................... 48
HIGHEST DAILY LIFETIME 6(SM) PLUS INCOME BENEFIT (HD6 PLUS (SM))........ 49
HIGHEST DAILY LIFETIME 6 PLUS WITH LIFETIME INCOME ACCELERATOR(SM) (HD6
PLUS-LIA (SM))........................................................ 60
SPOUSAL HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (SHD6 PLUS
(SM))................................................................. 63
GUARANTEED RETURN OPTION(SM) PLUS II (GRO PLUS II)(SM) 73
HIGHEST DAILY(SM) GUARANTEED RETURN OPTION(SM) II (HD GRO (SM) II)...... 77

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS........................ 79
TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT............................... 79
MINIMUM DEATH BENEFIT................................................... 80
OPTIONAL DEATH BENEFITS................................................. 80
PAYMENT OF DEATH BENEFITS............................................... 84

VALUING YOUR INVESTMENT................................................. 85
VALUING THE SUB-ACCOUNTS................................................ 86
PROCESSING AND VALUING TRANSACTIONS..................................... 86

TAX CONSIDERATIONS...................................................... 88

OTHER INFORMATION....................................................... 96
PRUCO LIFE AND THE SEPARATE ACCOUNT..................................... 96
LEGAL STRUCTURE OF THE UNDERLYING FUNDS................................. 98
DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE......................... 99
FINANCIAL STATEMENTS.................................................... 101
INDEMNIFICATION......................................................... 101
LEGAL PROCEEDINGS....................................................... 101
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................... 102
HOW TO CONTACT US....................................................... 102

APPENDIX A - ACCUMULATION UNIT VALUES................................... A - 1

APPENDIX B - FORMULA UNDER HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT
AND SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT.............. B - 1

APPENDIX C - FORMULA UNDER HIGHEST DAILY GRO II and GUARANTEED RETURN
OPTION PLUS II........................................................ C - 1

APPENDIX D - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN
CERTAIN STATES........................................................ D - 1

GLOSSARY OF TERMS

Account Value: The total value of all allocations to the Sub-accounts and/or
the MVA Options on any Valuation Day. The Account Value is determined
separately for each Sub-account and for each MVA Option, and then totaled to
determine the Account Value for your entire Annuity. The Account Value of each
MVA Option will be calculated using any applicable MVA.

Accumulation Period: The period of time from the Issue Date through the last
Valuation Day immediately preceding the Annuity Date.

Annuitant: The natural person upon whose life annuity payments made to the
Owner are based.

Code: The Internal Revenue Code of 1986, as amended from time to time and the
regulations promulgated thereunder.

Good Order: Good Order is the standard that we apply when we determine whether
an instruction is satisfactory. An instruction will be considered in Good Order
if it is received at our Service Office: (a) in a manner that is satisfactory
to us such that it is sufficiently complete and clear that we do not need to
exercise any discretion to follow such instruction and complies with all
relevant laws and regulations; (b) on specific forms, or by other means we then
permit (such as via telephone or electronic submission); and/or (c) with any
signatures and dates as we may require. We will notify you if an instruction is
not in Good Order.

Guarantee Period: The period of time during which we credit a fixed rate of
interest to an MVA Option.

Investment Option: A Sub-account or other option available as of any given time
to which Account Value may be allocated.

Issue Date: The effective date of your Annuity.

Key Life: Under the Beneficiary Continuation Option, or the Beneficiary
Annuity, the person whose life expectancy is used to determine the required
distributions.

Market Value Adjustment ("MVA"): A positive or negative adjustment used to
determine the Account Value in an MVA Option.

Market Value Adjustment Options ("MVA Options"): Investment Options to which a
fixed rate of interest is credited for a specified Guarantee Period and to
which an MVA may apply. The MVA Options consist of (a) the DCA MVA Option used
with our 6 or 12 Month DCA Program and (b) the "Long-Term MVA Options", under
which Guarantee Periods of different yearly lengths are offered.

Maturity Date: With respect to an MVA Option, the last day in a Guarantee
Period.

Owner: With an Annuity issued as an individual annuity contract, the Owner is
either an eligible entity or person named as having ownership rights in
relation to the Annuity. In certain states, with an Annuity issued as a
certificate under a group annuity contract, the "Owner" refers to the person or
entity who has the rights and benefits designated to the "participant" in the
certificate. Thus, an Owner who is a participant has rights that are comparable
to those of the Owner of an individual annuity contract.

Purchase Payment: A cash consideration in currency of the United States of
America given to us in exchange for the rights, privileges, and benefits of the
Annuity.

Separate Account: Referred to as the "Variable Separate Account" in your
Annuity, this is the variable separate account(s) shown in the Annuity.

Sub Account: A division of the Separate Account.

Surrender Value: The Account Value (which includes the effect of any MVA) less
any applicable tax charges, any charges assessable as a deduction from the
Account Value for any optional benefits provided by rider or endorsement, and
any Annual Maintenance Fee.

Unadjusted Account Value: The Unadjusted Account Value is equal to the Account
Value prior to the application of any MVA.

Unit: A share of participation in a Sub-account used to calculate your Account
Value prior to the Annuity Date.

Valuation Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange Commission requires mutual funds or unit
investment trusts to be valued.

we, us, our: Pruco Life Insurance Company.

you, your: The Owner(s) shown in the Annuity.

SUMMARY OF CONTRACT FEES AND CHARGES

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Annuity. The first table describes the
fees and expenses that you will pay at the time you surrender the Annuity, take
a partial withdrawal, or transfer Account Value between the Investment Options.
State premium taxes also may be deducted.

ANNUITY OWNER TRANSACTION EXPENSES

[ ] SERIES

Sales Charge: There is no contingent deferred sales charge or other sales load
applicable to the [ ] Series.

Transfer Fee: Currently, we deduct a fee of $10 after the 20th transfer each
Annuity Year.

Tax Charge: 0% to 3.5%. Currently, we only deduct the tax charge upon
annuitization in certain states. We reserve the right to deduct the charge
either at the time the tax is imposed, upon a full surrender of the Annuity, or
upon annuitization.

The following table provides a summary of the periodic fees and charges you
will pay while you own your Annuity, excluding the underlying portfolio annual
expenses. These fees and charges are described in more detail within this
prospectus.

PERIODIC FEES AND CHARGES

---------------------------------------
FEE/CHARGE
Annual Maintenance [to be filed by
Fee/1,3/ amendment]
---------------------------------------
ANNUALIZED
FEES/CHARGES
---------------------------------------
Mortality & Expense [to be filed by
Risk Charge amendment]

---------------------------------------
Administration Charge 0.15%
---------------------------------------
---------------------------------------
Total Annualized [to be filed by
Insurance Charge/2,3/ amendment]
---------------------------------------
--------
(1) Assessed annually on the Annuity's anniversary date or upon surrender (but
not medically-related surrenders). Only applicable if the sum of the
Purchase Payments at the time the fee is due is less than $100,000. Fee may
differ in certain states.

(2) These charges are assessed as a percentage of the daily net assets of the
Sub-accounts. The Insurance Charge is the combination of Mortality &
Expense Risk Charge and the Administration Charge.

The following table sets forth the charge for each optional benefit under the
Annuity. These fees would be in addition to the periodic fees and transaction
fees set forth in the tables above.

-------------------------------------------------------
OPTIONAL BENEFIT ANNUALIZED TOTAL
OPTIONAL BENEFIT ANNUALIZED
FEE/CHARGE [1] CHARGE
-------------------------------------------------------
HIGHEST DAILY
LIFETIME 6 PLUS
Maximum Charge/2/ 1.50% greater of
Unadjusted Account [to be filed by
Value and PWV amendment]

Current Charge
0.85% greater of
Unadjusted Account
Value and PWV
-------------------------------------------------------
HIGHEST DAILY
LIFETIME 6 PLUS
with LIFETIME
INCOME
ACCELERATOR
Maximum Charge/2/ 2.00% greater of
Unadjusted Account [to be filed by
Value and PWV amendment]

Current Charge
1.20% greater of
Unadjusted Account
Value and PWV
-------------------------------------------------------
SPOUSAL HIGHEST
DAILY LIFETIME 6
PLUS
Maximum Charge/2/ 1.50% greater of
Unadjusted Account [to be filed by
Value and PWV amendment]

Current Charge
0.95% greater of
Unadjusted Account
Value and PWV
-------------------------------------------------------
GUARANTEED
RETURN OPTION
PLUS II
(GRO PLUS II)
Charge/3/ 0.60% [to be filed by
amendment]
-------------------------------------------------------
HIGHEST DAILY
GUARANTEED
RETURN OPTION II
(HD GRO II)
Charge/3/
0.60% [to be filed by
amendment]
-------------------------------------------------------
HIGHEST
ANNIVERSARY
VALUE DEATH
BENEFIT ("HAV")
Charge/3/
0.40% [to be filed by
amendment]
-------------------------------------------------------
COMBINATION 5%
ROLL-UP AND HAV
DEATH BENEFIT
Charge/3/
0.80% [to be filed by
amendment]
-------------------------------------------------------

--------
(1) The charge for each of Highest Daily Lifetime 6 Plus, Highest Daily
Lifetime 6 Plus with LIA, and Spousal Highest Daily Lifetime 6 Plus is
assessed against the greater of Unadjusted Account Value and PWV. The
charge for each of GRO Plus II, Highest Daily GRO II, Highest Anniversary
Value Death Benefit, and Combination 5% Roll-Up and HAV Death Benefit is
assessed as a percentage of the average daily net assets of the
Sub-accounts.

(2) We reserve the right to increase the charge to the maximum charge
indicated, upon any step-up under the benefit. We also reserve the right to
increase the charge if you elect or re-add the benefit post-issue.

(3) Because there is no higher charge to which we could increase the current
charge, the current charge and maximum charge are one and the same. Thus,
so long as you retain the benefit, we cannot increase your charge for the
benefit.

The following table provides the range (minimum and maximum) of the total
annual expenses for the underlying mutual funds ("portfolios") as of
December 31, 2008. Each figure is stated as a percentage of the underlying
portfolio's average daily net assets.

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES

MINIMUM MAXIMUM
------- -------
Total Portfolio Operating Expense 0.62% 2.49%

The following are the total annual expenses for each underlying portfolio as of
December 31, 2008, except as noted. The "Total Annual Portfolio Operating
Expenses" reflect the combination of the underlying portfolio's investment
management fee, other expenses, and any 12b-1 fees. Each figure is stated as a
percentage of the underlying portfolio's average daily net assets. There is no
guarantee that actual expenses will be the same as those shown in the table.
For certain of the underlying portfolios, a portion of the management fee has
been waived and/or other expenses have been partially reimbursed. The existence
of any such fee waivers and/or reimbursements have been reflected in the
footnotes. The following expenses are deducted by the portfolio before it
provides Pruco Life with the daily net asset value. The portfolio information
was provided by the portfolios and has not been independently verified by us.
See the prospectuses and or statements of additional information of the
portfolios for further details.

Acquired Total
Portfolio Annual
Management Other (12b-1) Fees & Portfolio
UNDERLYING PORTFOLIO Fee Expenses Fee Expenses Expenses
------------------------------------------------- ---------- -------- ------- --------- ---------

Advanced Series Trust/1,2,3/
AST Academic Strategies Asset Allocation/4/ 0.72% 0.08% 0.00% 0.74% 1.54%
AST Advanced Strategies 0.85% 0.22% 0.00% 0.02% 1.09%
AST AllianceBernstein Core Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST AllianceBernstein Growth & Income 0.75% 0.13% 0.00% 0.00% 0.88%
AST American Century Income & Growth/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Balanced Asset Allocation 0.15% 0.02% 0.00% 0.93% 1.10%
AST Bond Portfolio 2017/6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Bond Portfolio 2018/6/ 0.64% 0.35% 0.00% 0.00% 0.99%
AST Bond Portfolio 2019/6/ 0.64% 0.47% 0.00% 0.00% 1.11%
AST Bond Portfolio 2020/6/ 0.65% 1.02% 0.00% 0.00% 1.67%
AST Bond Portfolio 2021/6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Capital Growth Asset Allocation 0.15% 0.01% 0.00% 0.96% 1.12%
AST CLS Growth Asset Allocation/7/ 0.30% 0.20% 0.00% 0.95% 1.45%
AST CLS Moderate Asset Allocation/7/ 0.30% 0.16% 0.00% 0.93% 1.39%

AST Cohen & Steers Realty Portfolio/5/ 1.00% 0.17% 0.00% 0.00% 1.17%
AST DeAM Large-Cap Value 0.85% 0.15% 0.00% 0.00% 1.00%
AST Federated Aggressive Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST First Trust Balanced Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST First Trust Capital Appreciation Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST Global Real Estate 1.00% 0.27% 0.00% 0.00% 1.27%
AST Goldman Sachs Concentrated Growth 0.90% 0.14% 0.00% 0.00% 1.04%
AST Goldman Sachs Mid-Cap Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST Goldman Sachs Small-Cap Value 0.95% 0.22% 0.00% 0.00% 1.17%
AST High Yield/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Horizon Growth Asset Allocation/8/ 0.30% 0.35% 0.00% 0.93% 1.58%
AST Horizon Moderate Asset Allocation/8/ 0.30% 0.28% 0.00% 0.87% 1.45%
AST International Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST International Value 1.00% 0.18% 0.00% 0.00% 1.18%
AST Investment Grade Bond/6/ 0.64% 0.13% 0.00% 0.00% 0.77%
AST Jennison Large-Cap Growth 0.90% 0.20% 0.00% 0.00% 1.10%
AST Jennison Large-Cap Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST JPMorgan International Equity/5/ 0.89% 0.20% 0.00% 0.00% 1.09%
AST Large-Cap Value/5/ 0.75% 0.12% 0.00% 0.00% 0.87%
AST Lord Abbett Bond-Debenture 0.80% 0.17% 0.00% 0.00% 0.97%
AST Marsico Capital Growth 0.90% 0.13% 0.00% 0.00% 1.03%
AST MFS Global Equity 1.00% 0.32% 0.00% 0.00% 1.32%
AST MFS Growth 0.90% 0.15% 0.00% 0.00% 1.05%
AST Mid-Cap Value 0.95% 0.19% 0.00% 0.00% 1.14%
AST Money Market 0.50% 0.12% 0.00% 0.00% 0.62%
AST Neuberger Berman / LSV Mid-Cap Value 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Mid-Cap Growth/5/ 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Small-Cap Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST Niemann Capital Growth Asset Allocation/8/ 0.30% 0.29% 0.00% 0.87% 1.46%
AST Paramentric Emerging Markets Equity 1.10% 0.53% 0.00% 0.00% 1.63%
AST PIMCO Limited Maturity Bond 0.65% 0.15% 0.00% 0.00% 0.80%
AST PIMCO Total Return Bond 0.65% 0.13% 0.00% 0.00% 0.78%
AST Preservation Asset Allocation 0.15% 0.02% 0.00% 0.87% 1.04%
AST QMA US Equity/9/ 1.00% 0.57% 0.00% 0.00% 1.57%
AST Schroders Multi-Asset World Strategies 1.10% 0.35% 0.00% 0.00% 1.45%
AST Small-Cap Growth 0.90% 0.22% 0.00% 0.00% 1.12%
AST Small-Cap Value 0.90% 0.18% 0.00% 0.00% 1.08%
AST T. Rowe Price Asset Allocation 0.85% 0.15% 0.00% 0.00% 1.00%
AST T. Rowe Price Global Bond 0.80% 0.19% 0.00% 0.00% 0.99%
AST T. Rowe Price Large-Cap Growth 0.88% 0.13% 0.00% 0.00% 1.01%
AST T. Rowe Price Natural Resources Portfolio 0.90% 0.14% 0.00% 0.00% 1.04%
AST UBS Dynamic Alpha 1.00% 0.16% 0.00% 0.00% 1.16%
AST Western Asset Core Plus Bond 0.70% 0.14% 0.00% 0.00% 0.84%
Franklin Templeton Variable Insurance Products
Trust/10/
Franklin Templeton VIP Founding Funds Allocation
Funds 0.00% 0.13% 0.00% 0.65% 0.78%

ProFunds VP/11/
Consumer Goods 0.75% 0.92% 0.25% 0.00% 1.92%
Consumer Services 0.75% 1.49% 0.25% 0.00% 2.49%
Financials 0.75% 0.83% 0.25% 0.00% 1.83%
Health Care 0.75% 0.74% 0.25% 0.00% 1.74%
Industrials 0.75% 0.87% 0.25% 0.00% 1.87%
Large-Cap Growth 0.75% 0.75% 0.25% 0.00% 1.75%
Large-Cap Value 0.75% 0.80% 0.25% 0.00% 1.80%
Mid-Cap Growth 0.75% 0.77% 0.25% 0.00% 1.77%
Mid-Cap Value 0.75% 0.77% 0.25% 0.00% 1.77%
Real Estate 0.75% 0.77% 0.25% 0.00% 1.77%
Small-Cap Growth 0.75% 0.82% 0.25% 0.00% 1.82%
Small-Cap Value 0.75% 0.91% 0.25% 0.00% 1.91%
Telecommunications 0.75% 0.77% 0.25% 0.00% 1.77%
Utilities 0.75% 0.73% 0.25% 0.00% 1.73%

--------
1 Advanced Series Trust: Shares of the Portfolios are generally purchased
through variable insurance products. The Advanced Series Trust (the "Trust")
has entered into arrangements with the issuers of the variable insurance
products offering the Portfolios under which the Trust compensates the
issuers 0.10% for providing ongoing services to portfolio shareholders in
lieu of the Trust providing such services directly to shareholders. Amounts
paid under these arrangements are included in "Other Expenses." Subject to
the expense limitations set forth below, for each portfolio of the Trust
(except as noted below), Prudential Investments LLC and AST Investment
Services, Inc. have agreed to voluntarily waive a portion of the 0.10%
administrative services fee, based on the average daily net assets of each
portfolio of the Trust, as set forth in the table below.

Average Daily Net Asset of Portfolio Rate Fee Including Waiver
-------------------------------------------------- -------------------------
Up to and including $500 million 0.10% (no waiver)
Over 500 million up to and including $750 million 0.09%
Over $750 million up to and including $1 billion 0.08%
Over $1 billion 0.07%

The Dynamic Asset Allocation Portfolios and the Tactical Asset Allocation
Portfolios are "fund of funds" which means each of these portfolios invests
primarily or exclusively in one or more mutual funds, referred to here as
"Underlying Portfolios". A portfolio will not be directly subject to the
administrative services fee to the extent it invests in Underlying
Portfolios. Because the Dynamic Asset Allocation Portfolios generally invest
all of their assets in Underlying Portfolios, the Dynamic Asset Allocation
Portfolios generally will not be directly subject to the administrative
services fee. Because the Tactical Asset Allocation Portfolios generally
invest at least 90% of their assets in Underlying Portfolios, only 10% of
their assets generally will be directly subject to the administrative
services fee. Because the AST Academic Strategies Asset Allocation Portfolio
generally invests approximately 65% of its assets in Underlying Portfolios,
only 35% of its assets generally will be directly subject to the
administrative services fee. The AST Academic Strategies Portfolio is not
directly subject to the administrative services fee to the extent it invests
in any other Trust portfolio. In determining the administrative services
fee, only assets of a Tactical Asset Allocation Portfolio and the AST
Academic Strategies Asset Allocation Portfolio that are not invested in
Underlying Portfolios will be counted as average daily net assets of the
relevant portfolio for purposes of the above-referenced breakpoints. This
will result in a portfolio paying higher administrative services fees than
if all of the assets of the portfolio were counted for purposes of computing
the relevant administrative services fee breakpoints. The underlying
portfolios in which the Dynamic Asset Allocation Portfolios. Tactical

Asset Allocation Portfolios, and AST Academic Strategies Asset Allocation
Portfolio invest, however, will be subject to the administrative services
fee.

2 Some of the portfolios invest in other investment companies (the "Acquired
Portfolios"). For example, each Dynamic and Tactical Asset Allocation
Portfolio invests in shares of other portfolios of the Trust. Investors in a
portfolio indirectly bear the fees and expenses of the Acquired Portfolios.
The expenses shown under "Acquired Portfolio Fees and Expenses" represent a
weighted average of the expense ratios of the Acquired Portfolios in which
each portfolio invested during the year ended December 31, 2008. The Dynamic
Asset Allocation Portfolios and AST Focus Four Plus Portfolio do not pay any
transaction fees when purchasing or redeeming shares of the Acquired
Portfolios. When a portfolio's "Acquired Portfolio Fees and Expenses" are
less that 0.01%, such expenses are included in the column titled "Other
Expenses." This may cause the Total Annual Portfolio Operating Expenses to
differ from those set forth in the Financial Highlights tables of such
portfolios in the prospectus for the Trust.

3 The management fee rate shown in the "management fees" column is based on
the indicated portfolio's average daily net assets as of the fiscal year
ended December 31, 2008, except that the fee rate shown does not reflect the
impact of any contractual or voluntary management fee waivers that may be
applicable and which would result in a reduction in the fee rate paid by the
portfolio. The management fee rate for certain portfolios may include
"breakpoints" which are reduced fee rates that are applicable at specified
levels of portfolio assets; the effective fee rates shown in the table
reflect and incorporate any fee "breakpoints" which may be applicable.

The Academic Strategies Asset Allocation Portfolio indirectly incurs a pro
rata portion of the fees and expenses of the Acquired Portfolios in which it
invests. From January 1, 2008 to July 20, 2008, the Academic Strategies
Asset Allocation Portfolio was known as the AST Balanced Asset Allocation
Portfolio (the Balanced Portfolio). The Balanced Portfolio invested all of
its assets in Acquired Portfolios. The actual annualized "Acquired Portfolio
Fees and Expenses" for the Balanced Portfolio were 0.88% for the period
January 1, 2008 to July 20, 2008. As set forth above, under normal
conditions, the Academic Strategies Asset Allocation Portfolio invests
approximately 65% of its assets in Acquired Portfolios. The actual
annualized "Acquired Portfolio Fees and Expenses" for the Academic
Strategies Asset Allocation Portfolio were 0.735% for the period July 21,
2008 to December 31, 2008. The Investment Managers have voluntarily agreed
to reimburse expenses and/or waive fees so that the Academic Strategies
Asset Allocation Portfolio's "Acquired Portfolio Fees and Expenses" on an
annualized basis do not exceed 0.685% of the Academic Strategies Asset
Allocation Portfolio's average daily net assets based on the daily
calculation described below. This arrangement will be monitored and applied
daily based upon the Academic Strategies Asset Allocation Portfolio's then
current holdings of Acquired Portfolios and the expense ratios of the
relevant Acquired Portfolios as of their most recent fiscal year end.
Because the expense ratios of the relevant Acquired Portfolios will change
over time and may be higher than the expense ratios as of their most recent
fiscal year end, it is possible that the Academic Strategies Asset
Allocation Portfolio's actual "Acquired Portfolio Fees and Expenses" may be
higher than 0.685% of the portfolio's average daily net assets on an
annualized basis. These arrangements relating to the portfolio's "Acquired
Portfolio Fees and Expenses" are voluntary and are subject to termination or
modification at any time without prior notice.

The Investment Managers have contractually agreed to reimburse expenses
and/or waive fees so that the Academic Strategies Asset Allocation
Portfolio's investment management fees plus "Other Expenses" (exclusive in
all cases of taxes, interest, brokerage commissions, distribution fees,
dividend and interest expense, if any, related to short sales, and
extraordinary expenses) do not exceed 0.80% of the portfolio's average daily
net assets during the Academic Strategies Asset Allocation Portfolio's first
year of operations (i.e., July 21, 2008 through July 20, 2009).

Portfolio Fee Waiver and/or Expense Limitation
------------------------------------- ------------------------------------
AST Large-Cap Value 0.84%
AST Cohen & Steers Realty 0.97%
AST American Century Income & Growth 0.87%
AST High Yield 0.88%
AST Money Market 0.56%
AST JP Morgan International Equity 1.01%
AST Neuberger Berman Mid-Cap Growth 1.25%

6 The investment management fee rate for the AST Bond Portfolio 2017, the AST
Bond Portfolio 2021, the AST Bond Portfolio 2015, the AST Bond Portfolio
2016, the AST Bond Portfolio 2018, the AST Bond Portfolio 2019, the AST Bond
Portfolio 2020, and the AST Investment Grade Bond Portfolio (each, a "Bond
Portfolio" and collectively, the "Bond Portfolios") is subject to certain
contractual asset-based breakpoints. In the event the combined average daily
net assets of the Bond Portfolios do not exceed $500 million, each Bond
Portfolio's investment management fee rate will equal 0.65% of its average
daily net assets. In the event the combined average daily net assets of the
Bond Portfolios exceed $500 million, the portion of a Bond Portfolio's
assets to which the investment management fee rate of 0.65% applies and the
portion of a Bond Portfolio's assets to which the investment management fee
rate of 0.64% applies will be determined on a pro rata basis. Such fee would
be computed as follows.

[0.65% x ($500 million x Individual Bond Portfolio Assets /
Combined Bond Portfolio Assets)] +
[0.64% x (Combined Bond Portfolio Assets - $500 million) x
Individual Bond Portfolio Assets / Combined Bond Portfolio Assets]

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates
of Other Expenses are based on an assumed average daily net asset level of
$50 million for those Portfolios during the fiscal year ending December
31,2010. As used in connection with each Bond Portfolio, "other expenses"
includes expenses for accounting and valuation services, custodian fees,
audit and legal fees, transfer agency fees, fees paid to non-interested
Trustees, and certain other miscellaneous items. Each Bond Portfolio also
will pay participating insurance companies an administrative services fee of
0.10% of its average daily net assets on an annualized basis, subject to
certain voluntary asset-based breakpoints. Such administrative fee will
compensate participating insurance companies for providing certain services
to beneficial shareholders in lieu of the Trust, including the printing and
mailing of fund prospectuses and shareholder reports.

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates
of Total Annual Portfolio Expenses are based on an assumed average daily net
asset level of $50 million for those Portfolios during the fiscal year
ending December 31, 2010. The Investment Managers have contractually agreed
to waive a portion of their investment management fees and/or reimburse
certain expenses for each Bond Portfolio so that each Bond Portfolio's
investment management fees plus other expenses (exclusive in all cases of
taxes, interest, brokerage commissions, distribution fees, acquired fund
fees and expenses, and extraordinary expenses) do not exceed 1.00% of each
Bond Portfolio's average daily net assets for the fiscal year ending
December 31, 2010.

7 Prudential Investments LLC and AST Investment Services, Inc. have
voluntarily agreed to waive a portion of their investment management fees
and/or reimburse certain expenses for each of the AST CLS Growth Asset
Allocation Portfolio and the AST CLS Moderate Asset Allocation Portfolio so
that each Asset Allocation Portfolio's investment management fees plus other
expenses (exclusive in all cases of taxes, interest, brokerage commissions,
distribution fees, dividend and interest expense, if any, related to short
sales, extraordinary expenses, and Underlying Portfolio fees and expenses)
do not exceed 0.40% of such Asset Allocation Portfolio's average daily net
assets to $100 million; 0.35% of such Asset Allocation Portfolio's average
daily net assets from $100 million to $200 million; and 0.30% of such Asset
Allocation Portfolio's average daily net assets over $200 million.

such Asset Allocation Portfolio's average daily net assets from $250 million
to $750 million; and 0.30% of such Asset Allocation Portfolio's average
daily net assets over $750 million. All of these arrangements are voluntary
and may be discontinued or otherwise modified by the Investment Managers at
any time without prior notice.

9 With respect to the AST QMA US Equity Alpha Portfolio, "Other Expenses"
includes dividend expenses on short sales and interest expenses on short
sales.

10 The manager has agreed in advance to reduce its fee from assets invested by
the Fund in a Franklin Templeton money market fund (the Sweep Money Fund
which is the acquired fund in this case) to the extent of the Fund's fees
and expenses of the acquired fund. This reduction is required by the Trust's
board of trustees and an exemptive order by the Securities and Exchange
Commission; this arrangement will continue as long as the exemptive order is
relied upon.

11 Other Expenses and Total Annual Portfolio Operating Expenses, which are as
of December 31, 2008, have been restated to reflect subsequent changes in
the contractual amounts of fees paid for management services. ProFund
Advisors LLC has contractually agreed to waive Investment Advisory and
Management Services Fees and to reimburse other expenses to the extent Total
Annual Portfolio Operating Expenses, as a percentage of average daily net
assets, exceed 1.68% through April 30, 2010. After such date, any of the
expense limitations may be terminated or revised. Amounts waived or
reimbursed in a particular fiscal year may be repaid to ProFund Advisors LLC
within three years of the waiver or reimbursement to the extent that
recoupment will not cause the Portfolio's expenses to exceed any expense
limitation in place at that time. A waiver or reimbursement lowers the
expense ratio and increases overall returns to investors. Reflects fee
waivers, reimbursement of expenses, and expense reductions, if any.

EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in the
Annuity with the cost of investing in other Pruco Life Annuities and/or other
variable annuities. Below are examples for the Annuity showing what you would
pay in expenses at the end of the stated time periods had you invested $10,000
in the Annuity and your investment has a 5% return each year. The examples
reflect the following fees and charges for the Annuity as described in "Summary
of Contract Fees and Charges."

. Insurance Charge

. Annual Maintenance Fee

. Optional benefit fees, as described below

The examples also assume the following for the period shown:

. You allocate all of your Account Value to the Sub-account with the
maximum gross total operating expenses for 2008, and those expenses
remain the same each year*

. For each charge, we deduct the maximum charge rather than the current
charge

. You make no transfers, or other transactions for which we charge a fee

. No tax charge applies

. You elect the Spousal Highest Daily Lifetime 6 Plus Income Benefit and
the Combination 5% Roll-Up and HAV Death Benefit (which is the maximum
combination of optional benefit charges)

Amounts shown in the examples are rounded to the nearest dollar.

--------
* Note: Not all Portfolios offered as Sub-accounts may be available depending
on optional benefit selection, the applicable jurisdiction and selling firm.

THE EXAMPLES ARE ILLUSTRATIVE ONLY. THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING PORTFOLIOS. ACTUAL
EXPENSES WILL BE LESS THAN THOSE SHOWN DEPENDING UPON WHICH OPTIONAL BENEFIT
YOU ELECT OTHER THAN INDICATED IN THE EXAMPLES OR IF YOU ALLOCATE ACCOUNT VALUE
TO ANY OTHER AVAILABLE SUB-ACCOUNTS.

Expense Examples are provided as follows: [TO BE FILED IN PRE-EFFECTIVE
AMENDMENT]

If you surrender your Annuity at the end of the applicable time period:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
[ ]
Series

If you do not surrender your Annuity, or if you annuitize your Annuity:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
[ ]
Series

SUMMARY

Prudential Variable Annuity [ ] SERIES ("[ ] SERIES")

--------------------------------------------------------------------------------

This Summary describes key features of the Annuity offered in this prospectus.
It is intended to give you an overview, and to point you to sections of the
prospectus that provide greater detail. You should not rely on the Summary
alone for all the information you need to know before purchasing the Annuity.
You should read the entire prospectus for a complete description of the
Annuity. Your financial professional can also help you if you have questions.

The Annuity: The variable annuity contract issued by Pruco Life is a contract
between you, the owner, and Pruco Life, an insurance company. It is designed
for retirement purposes, or other long-term investing, to help you save money
for retirement, on a tax deferred basis, and provide income during your
retirement.

The Annuity offers various investment portfolios. With the help of your
financial professional, you choose how to invest your money within your
Annuity. Investing in a variable annuity involves risk and you can lose your
money. On the other hand, investing in a variable annuity can provide you with
the opportunity to grow your money through participation in "underlying" mutual
funds.

Purchase: Your eligibility to purchase is based on your age and the amount of
your initial Purchase Payment. See your Financial Professional to complete an
application. The maximum age for purchasing the Annuity is 85 and the minimum
initial Purchase Payment is $10,000.

The "Maximum Age for Initial Purchase" applies to the oldest Owner as of the
day we would issue the Annuity. If the Annuity is to be owned by an entity, the
maximum age applies to the Annuitant as of the day we would issue the Annuity.
For Annuities purchased as a Beneficiary Annuity, the maximum issue age is 70
and applies to the Key Life.

After you purchase your Annuity, you will have a limited period of time during
which you may cancel (or "Free Look") the purchase of your Annuity. Your
request for a Free Look must be received in Good Order.

Please see "Purchasing the Annuity" for more detail.

Investment Options: You may choose from a variety of variable Investment
Options ranging from conservative to aggressive. Certain optional benefits may
limit your ability to invest in the variable Investment Options otherwise
available to you under the Annuity. Each of the underlying mutual funds is
described in its own prospectus, which you should read before investing. There
is no assurance that any variable Investment Option will meet its investment
objective.

You may also allocate money to an MVA Option that earns interest for a specific
time period. In general, if you withdraw your money from this option more than
30 days prior to the end of the "guarantee period", you will be subject to a
"market value adjustment", which can either increase or decrease your Account
Value. We also offer a DCA program under which your money is transferred
monthly from a DCA MVA Option to the other Investment Options you have
designated. Premature withdrawals from the DCA MVA Option may also be subject
to a market value adjustment.

We also offer other programs to help discipline your investing, such as dollar
cost averaging or automatic rebalancing.

Please see "Investment Options," and "Managing Your Account Value" for
information.

Access to Your Money: You can receive income by taking withdrawals or electing
annuity payments. Please note that withdrawals may be subject to tax.

You may elect to receive income through annuity payments over your lifetime,
also called "annuitization". If you elect to receive annuity payments, you
convert your Account Value into a stream of future payments. This means in most
cases you no longer have an Account Value and therefore cannot make
withdrawals. We offer different types of annuity options to meet your needs.

Please see "Access to Account Value" and "Annuity Options" for more information.

Optional Living Benefits

These benefits are:
Highest Daily Lifetime(sm) 6 Plus
Highest Daily Lifetime(sm) 6 Plus with Lifetime Income Accelerator
Spousal Highest Daily Lifetime(sm) 6 Plus

Guaranteed Minimum Accumulation Benefits. We offer two optional benefits, for
an additional charge, that guarantee your Account Value to a certain level
after a stated period of years. As part of these benefits you may invest only
certain permitted Investment Options. These benefits utilize a predetermined
mathematical formula to help manage your guarantee through all market cycles.
Please see the applicable optional benefits section as well as the Appendices
to this prospectus for more information on the formula.

These benefits are:
Guaranteed Return Option Plus(sm) II
Highest Daily Guaranteed Return Option(sm) II

Please see "Living Benefits" for more information.

Death Benefits: You may name a beneficiary to receive the proceeds of your
Annuity upon your death. Your death benefit must be distributed within the time
period required by the tax laws. The Annuity offers a basic death benefit. We
also offer the following optional death benefits, for an additional charge:

Combination 5% Roll-up and Highest Anniversary Value Death Benefit
Highest Anniversary Value Death Benefit

Each optional death benefit has certain age and investment restrictions. Please
see "Death Benefits" for more information.

Fees and Charges: The Annuity, and the optional living benefits and optional
death benefits, are subject to certain fees and charges, as discussed in the
"Summary of Contract Fees and Charges" table in the prospectus. In addition,
there are fees and expenses of the underlying Portfolios.

What does it mean that my Annuity is "tax-deferred"? Variable annuities are
"tax deferred", meaning you pay no taxes on any earnings from your Annuity
until you withdraw the money. You may also transfer among your Investment
Options without paying a tax at the time of the transfer. When you take your
money out of the Annuity, however, you will be taxed on the earnings at
ordinary income tax rates. If you withdraw money before you reach age 59 1/2,
you also may be subject to a 10% federal tax penalty.

You may also purchase the Annuity as a tax-qualified retirement investment such
as an IRA, SEP-IRA, Roth IRA, 401(a) plan, or non-ERISA 403(b) plan. Although
there is no additional tax advantage to a variable annuity purchased through
one of these plans, the Annuity has features and benefits other than tax
deferral that make it an important investment for a qualified plan. You should
consult your tax advisor regarding these features and benefits prior to
purchasing a contract for use with a tax-qualified plan.

Other Information: Please see the section entitled "General Information" for
more information about the Annuity, including legal information about Pruco
Life, the separate account, and underlying funds.

INVESTMENT OPTIONS

The Investment Options under the Annuity consist of the Sub-accounts and the
MVA Options. Each Sub-account invests in an underlying portfolio whose share
price generally fluctuates each Valuation Day. The portfolios that you select,
among those that are available, are your choice -- we do not provide investment
advice, nor do we recommend any particular portfolio. You bear the investment
risk for amounts allocated to the portfolios.

In contrast to the Sub-accounts, Account Value allocated to an MVA Option earns
a fixed rate of interest during the Guarantee Period. We guarantee both the
stated amount of interest and the principal amount of your Account Value in an
MVA Option, so long as you remain invested in the MVA Option for the duration
of the Guarantee Period. In general, if you withdraw Account Value prior to the
end of the MVA Option's Guarantee Period, you will be subject to a market value
adjustment or "MVA", which can be positive or negative.

As a condition of participating in the optional benefits, you may be prohibited
from investing in certain Sub-accounts or MVA Options. We describe those
restrictions below. In addition, the optional living benefits (e.g., Highest
Daily Lifetime 6 Plus) employ a pre-determined mathematical formula, under
which money is transferred between your chosen Sub-accounts and a bond
portfolio (e.g., the AST Investment Grade Bond Portfolio). You should be aware
that the operation of the formula could impact the expenses and performance of
the portfolios. Specifically, because transfers to and from the portfolios can
be frequent and the amount transferred can vary, the portfolios could
experience the following effects, among others: (a) they may be compelled to
hold a larger portion of assets in highly liquid securities than they otherwise
would, which could diminish performance if the highly liquid securities
underperform other securities (e.g., equities) that otherwise would have been
held (b) they may experience higher portfolio turnover, which generally will
increase the portfolios' expenses and (c) if they are compelled by the formula
to sell securities that are thinly-traded, such sales could have a significant
impact on the price of such securities. Please consult the prospectus for the
applicable portfolio for additional information about these effects.

In this section, we describe the portfolios. We then discuss the MVA Options.
Finally, we describe the investment restrictions that apply if you elect
certain optional benefits.

VARIABLE INVESTMENT OPTIONS

Each variable Investment Option is a Sub-account of the Pruco Life Flexible
Premium Variable Annuity Account (see "Pruco Life and the Separate Account" for
more detailed information). Each Sub-account invests exclusively in one
portfolio. You should carefully read the prospectus for any portfolio in which
you are interested. The Investment Objectives/Policies Chart below classifies
each of the portfolios based on our assessment of their investment style. The
chart also provides a description of each portfolio's investment objective (in
italics) and a short, summary description of their key policies to assist you
in determining which Portfolios may be of interest to you.

Not all portfolios offered as Sub-accounts may be available depending on
optional benefit selection. Thus, if you selected particular optional benefits,
you would be precluded from investing in certain portfolios and therefore would
not receive investment appreciation (or depreciation) affecting those
portfolios. Please see the Additional Information section, under the heading
concerning "Service Fees Payable to Pruco Life" for a discussion of fees that
we may receive from underlying mutual funds and/or their affiliates.

The portfolios are not publicly traded mutual funds. They are only available as
investment options in variable annuity contracts and variable life insurance
policies issued by insurance companies, or in some cases, to participants in
certain qualified retirement plans. However, some of the portfolios available
as Sub-accounts under the Annuities are managed by the same portfolio advisor
or sub-advisor as a retail mutual fund of the same or similar name that the
portfolio may have been modeled after at its inception. Certain retail mutual
funds may also have been modeled after a portfolio. While the investment
objective and policies of the retail mutual funds and the portfolios may be
substantially similar, the actual investments will differ to varying degrees.
Differences in the performance of the funds can be expected, and in some cases
could be substantial. You should not compare the performance of a publicly
traded mutual fund with the performance of any similarly named portfolio
offered as a Sub-account. Details about the investment objectives, policies,
risks, costs and management of the portfolios are found in the prospectuses for
the portfolios. The current prospectuses and statements of additional
information for the underlying portfolios can be obtained by calling
1-888-PRU-2888. Please read the prospectus carefully before investing.

The name of the advisor/sub-advisor for each portfolio appears next to the
description. Those portfolios whose name includes the prefix "AST" are
portfolios of the Advanced Series Trust. The portfolios of the Advanced Series
Trust are co-managed by AST Investment Services, Inc. and Prudential
Investments LLC, both of which are affiliated companies of Pruco Life. However,
a sub-advisor, as noted below, is engaged to conduct day-to-day management.

PORTFOLIO
PORTFOLIO NAME/INVESTMENT STYLE/ ADVISOR/
OBJECTIVES & POLICIES TYPE SUB-ADVISOR
-------------------------------------------------------------------------- ------------------- -----------------------------

ADVANCED SERIES TRUST
AST Academic Strategies Asset Allocation Portfolio (formerly known as AST AlphaSimplex Group, LLC;
Balanced Asset Allocation Portfolio): seeks long term capital First Quadrant L.P.; Jennison
appreciation. The portfolio is a multi-asset class fund that pursues both Associates LLC; Mellon
top-down asset allocation strategies and bottom-up selection of Capital Management
securities, investment managers, and mutual funds. Under normal Asset Corporation; Pacific
circumstances, approximately 60% of the assets will be allocated to Allocation Investment Management Company
traditional asset classes (including US and international equities and LLC (PIMCO); Prudential Bache
bonds) and approximately 40% of the assets will be allocated to Asset Management,
nontraditional asset classes (including real estate, commodities, and Incorporated; Quantitative
alternative strategies). Those percentages are subject to change at the Management Associates LLC
discretion of the advisor.

AST Advanced Strategies Portfolio: seeks a high level of absolute return.
The portfolio invests in traditional and non-traditional investment LSV Asset Management; Marsico
strategies and by investing in domestic and foreign equity and fixed Capital Management, LLC;
income securities, derivative instruments in exchange traded funds. The Asset Pacific Investment Management
asset allocation generally provides for an allotment of 50% of the Allocation Company LLC (PIMCO); T. Rowe
portfolio assets to a combination of domestic and international equity Price Associates, Inc.;
strategies and the remainder in a combination of U.S. fixed income, hedged William Blair & Company, LLC;
international bond and real return bonds. The manager will allocate the Quantitative Management
assets of the portfolio across different investment categories and Associates LLC
subadvisors.

AST AllianceBernstein Core Value Portfolio: seeks long-term capital growth
by investing primarily in common stocks. The subadviser expects that the
majority of the portfolio's assets will be invested in the common stocks
of large companies that appear to be undervalued. Among other things, the
portfolio seeks to identify compelling buying opportunities created when Large Cap AllianceBernstein L.P.
companies are undervalued on the basis of investor reactions to near-term Value
problems or circumstances even though their long-term prospects remain
sound. The subadviser seeks to identify individual companies with earnings
growth potential that may not be recognized by the market at large.

AST AllianceBernstein Growth & Income Portfolio: seeks long-term growth of
capital and income while attempting to avoid excessive fluctuations in
market value. The Portfolio normally will invest in common stocks (and Large Cap
securities convertible into common stocks). The subadviser will take a Value AllianceBernstein L.P.
value-oriented approach, in that it will try to keep the portfolio's
assets invested in securities that are selling at reasonable valuations in
relation to their fundamental business prospects.

AST American Century Income & Growth Portfolio: seeks capital growth with
current income as a secondary objective. The portfolio invests primarily
in common stocks that offer potential for capital growth, and may,
consistent with its investment objective, invest in stocks that offer Large Cap American Century Investment
potential for current income. The subadviser utilizes a quantitative Value Management, Inc.
management technique with a goal of building an equity portfolio that
provides better returns than the S&P 500 Index without taking on
significant additional risk and while attempting to create a dividend
yield that will be greater than the S&P 500 Index.

AST Balanced Asset Allocation Portfolio (formerly known as AST
Conservative Asset Allocation Portfolio): seeks to obtain total return
consistent with its specified level of risk. The portfolio primarily
invests its assets in a diversified portfolio of other mutual funds, the
underlying portfolios, of the Advanced Series Trust and certain affiliated Asset Prudential Investments LLC;
money market funds. Under normal market conditions, the portfolio will Allocation Quantitative Management
devote approximately 60% of its net assets to underlying portfolios Associates LLC
investing primarily in equity securities (with a range of 52.5% to 67.5%,
and 40% of its net assets to underlying portfolios investing primarily in
debt securities and money market instruments (with a range of 32.5% to
47.5%). The portfolio is not limited to investing exclusively in shares of
the underlying portfolios and may invest in securities and futures
contracts, swap agreements and other financial and derivative instruments.

AST Bond Portfolio 2017: seeks the highest potential total return
consistent with its specified level of risk tolerance to meet the
parameters established to support the GRO benefits and maintain liquidity Fixed Income Prudential Investment
to support changes in market conditions for a fixed maturity of 2017. Management, Inc.
Please note that you may not make Purchase Payments to, or transfer
Account Value to or from, this portfolio, and that this portfolio is
available only with certain living benefits.

AST Bond Portfolio 2018: seeks the highest potential total return
consistent with its specified level of risk tolerance to meet the
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2018.
Please note that you may not make Purchase Payments to, or transfer Fixed Income Prudential Investment
Account Value to or from, this portfolio, and that this portfolio is Management, Inc.
available only with certain living benefits.

AST Bond Portfolio 2019: seeks the highest potential total return
consistent with its specified level of risk tolerance to meet the
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2019.
Please note that you may not make Purchase Payments to, or transfer Fixed Income Prudential Investment
Account Value to or from, this portfolio, and that this portfolio is Management, Inc.
available only with certain living benefits.

AST Bond Portfolio 2020: seeks the highest potential total return
consistent with its specified level of risk tolerance to meet the
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2020.
Please note that you may not make Purchase Payments to, or transfer Fixed Income Prudential Investment
Account Value to or from, this portfolio, and that this portfolio is Management, Inc.
available only with certain living benefits.

AST Bond Portfolio 2021: seeks the highest potential total return
consistent with its specified level of risk tolerance to meet the
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2021.
Please note that you may not make Purchase Payments to, or transfer Fixed Income Prudential Investment
Account Value to or from, this portfolio, and that this portfolio is Management, Inc.
available only with certain living benefits.

AST Capital Growth Asset Allocation Portfolio: seeks to obtain total
return consistent with its specified level of risk. The portfolio
primarily invests its assets in a diversified portfolio of other mutual
funds, the underlying portfolios, of the Advanced Series Trust and certain
affiliated money market funds. Under normal market conditions, the Asset Prudential Investments LLC;
portfolio will devote approximately 75% of its net assets to underlying Allocation Quantitative Management
portfolios investing primarily in equity securities (with a range of 67.5% Associates LLC
to 80%), and 25% of its net assets to underlying portfolios investing
primarily in debt securities and money market instruments (with a range of
20.0% to 32.5%). The portfolio is not limited to investing exclusively in
shares of the underlying portfolios and may invest in securities and
futures contracts, swap agreements and other financial and derivative
instruments.

AST CLS Growth Asset Allocation Portfolio: seeks the highest potential
total return consistent with its specified level of risk tolerance. Under
normal circumstances, at least 90% of the portfolio's assets will be Asset CLS Investments LLC
invested in other portfolios of Advanced Series Trust (the underlying Allocation
portfolios) while no more than 10% of the portfolio's assets may be
invested in exchange traded funds (ETFs). Under normal market conditions,
the portfolio will devote from 60% to 80% of its net assets to underlying
portfolios and ETFs investing primarily in equity securities, and from 20%
to 40% of its net assets to underlying portfolios and ETFs investing
primarily in debt securities and money market instruments.

AST CLS Moderate Asset Allocation Portfolio: seeks the highest potential
total return consistent with its specified level of risk tolerance. Under
normal circumstances, at least 90% of the portfolio's assets will be
invested in other portfolios of Advanced Series Trust (the underlying
portfolios) while no more than 10% of the portfolio's assets may be
invested in exchange traded funds (ETFs). Under normal market conditions, Asset CLS Investments LLC
the portfolio will devote from 40% to 60% of its net assets to underlying Allocation
portfolios and ETFs investing primarily in equity securities, and from 40%
to 60% of its net assets to underlying portfolios and ETFs investing
primarily in debt securities and money market instruments.

AST Cohen & Steers Realty Portfolio: seeks to maximize total return
through investment in real estate securities. The Portfolio pursues its
investment objective by investing, under normal circumstances, at least
80% of its net assets in common stocks and other equity securities issued
by real estate companies, such as real estate investment trusts (REITs).
Under normal circumstances, the portfolio will invest substantially all of Specialty Cohen & Steers Capital
its assets in the equity securities of real estate companies, i.e., a Management, Inc.
company that derives at least 50% of its revenues from the ownership,
construction, financing, management or sale of real estate or that has at
least 50% of its assets in real estate. Real estate companies may include
real estate investment trusts (REITs).

AST DeAM Large-Cap Value Portfolio: seeks maximum growth of capital by
investing primarily in the value stocks of larger companies. The portfolio
pursues its objective, under normal market conditions, by primarily
investing at least 80% of the value of its assets in the equity securities Large Cap Deutsche Investment
of large-sized companies included in the Russell 1000(R) Value Index. The Value Management Americas, Inc.
subadviser employs an investment strategy designed to maintain a portfolio
of equity securities which approximates the market risk of those stocks
included in the Russell 1000(R) Value Index, but which attempts to
outperform the Russell 1000(R) Value Index through active stock selection.

AST Federated Aggressive Growth Portfolio: seeks capital growth. The Federated Equity Management
portfolio pursues its investment objective by investing primarily in the Company of Pennsylvania/
stocks of small companies that are traded on national security exchanges, Small Cap Federated Global Investment
NASDAQ stock exchange and the over-the-counter-market. Small companies Growth Management Corp.; Federated
will be defined as companies with market capitalizations similar to MDTA LLC
companies in the Russell 2000 Growth and S&P 600 Small Cap Index.

AST First Trust Balanced Target Portfolio: seeks long-term capital growth
balanced by current income. The portfolio seeks to achieve its objective
by investing approximately 65% in common stocks and approximately 35% in
fixed income securities. The portfolio allocates the equity portion of the
portfolio across five uniquely specialized strategies--The Dow(R) Target
Dividend, the Value Line(R) Target 25, the Global Dividend Target 15, the Asset First Trust Advisors L.P.
NYSE(R) International Target 25, and the Target Small Cap. Each strategy Allocation
employs a quantitative approach by screening common stocks for certain
attributes and/or using a multi-factor scoring system to select the common
stocks. The fixed income allocation is determined by the DOW Jones Income
strategy which utilizes certain screens to select bonds from the DOW Jones
Corporate Bond Index or like-bonds not in the index.

AST First Trust Capital Appreciation Target Portfolio: seeks long-term
capital growth. The portfolio seeks to achieve its objective by investing
approximately 80%. In common stocks and approximately 20% in fixed income
securities. The portfolio allocates the equity portion of the portfolio
across five. uniquely specialized strategies --the Value Line(R) Target Asset First Trust Advisors L.P.
25, the Global Dividend Target 15, the Target Small Cap, the Nasdaq(R) Allocation
Target 15, and the NYSE(R) International Target 25. Each strategy employs
a quantitative approach by screening common stocks for certain attributes
and/or using a multi-factor scoring system to select the common stocks.
The fixed income allocation is determined by the DOW Jones Income strategy
which utilizes certain screen to select bonds from the DOW Jones Corporate
Bond Index or like-bonds not in the index.

AST Global Real Estate Portfolio: seeks capital appreciation and income.
The portfolio will normally invest at least 80% of its liquid assets (net
assets plus any borrowing made for investment purposes) in equity-related Specialty Prudential Real Estate
securities of real estate companies. The portfolio will invest in Investors
equity-related securities of real estate companies. The portfolio may
invest up to 15% of its net assets in ownership interests in commercial
real estate through investments in private real estate.

AST Goldman Sachs Concentrated Growth Portfolio: seeks long-term growth of
capital. The portfolio will pursue its objective by investing primarily in
equity securities of companies that the subadviser believes have the Large Cap Goldman Sachs Asset
potential to achieve capital appreciation over the long-term. The Growth Management, L.P.
portfolio seeks to achieve its investment objective by investing, under
normal circumstances, in approximately 30 - 45 companies that are
considered by the subadviser to be positioned for long-term growth.

AST Goldman Sachs Mid-Cap Growth Portfolio: seeks long-term capital
growth. The portfolio pursues its investment objective, by investing
primarily in equity securities selected for their growth potential, and Mid Cap Goldman Sachs Asset
normally invests at least 80% of the value of its assets in medium-sized Growth Management, L.P.
companies. Medium-sized companies are those whose market capitalizations
(measured at the time of investment) fall within the range of companies in
the Russell Mid-cap Growth Index. The subadviser seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large.

AST Goldman Sachs Small-Cap Value Portfolio: seeks long-term capital
appreciation. The portfolio will seek its objective through investments
primarily in equity securities that are believed to be undervalued in the
marketplace. The portfolio will invest, under normal circumstances, at
least 80% of the value of its assets plus any borrowings for investment Small Cap Goldman Sachs Asset
purposes in small capitalization companies. The 80% investment requirement Value Management, L.P.
applies at the time the Portfolio invests its assets. The portfolio
generally defines small capitalization companies as companies with market
capitalizations that are within the range of the Russell 2000 Value Index
at the time of purchase.

AST High Yield Portfolio: seeks maximum total return, consistent with
preservation of capital and prudent investment management. The portfolio
will invest, under normal circumstances, at least 80% of its net assets
plus any borrowings for investment purposes (measured at time of purchase)
in non-investment grade high yield, fixed-income investments which may be
represented by forwards or derivatives such as options, futures contracts, Fixed Income Pacific Investment Management
or swap agreements. Non-investment grade investments are financial Company LLC (PIMCO)
instruments rated Ba or lower by a Moody's Investors Services, Inc. or
equivalently rated by Standard Poor's Corporation, or Fitch, or, if
unrated, determined by the subadviser to be of comparable quality.

AST Horizon Growth Asset Allocation Portfolio: seeks the highest potential
total return consistent with its specified level of risk tolerance. Under
normal circumstances, at least 90% of the portfolio's assets will be
invested in other portfolios of Advanced Series Trust (the underlying
portfolios) while no more than 10% of the portfolio's assets may be Asset Horizon Investments, LLC
invested in exchange traded funds (ETFs). Under normal market conditions, Allocation
the portfolio will devote from 60% to 80% of its net assets to underlying
portfolios and ETFs investing primarily in equity securities, and from 20%
to 40% of its net assets to underlying portfolios and ETFs investing
primarily in debt securities and money market instruments.

AST Horizon Moderate Asset Allocation Portfolio: seeks the highest
potential total return consistent with its specified level of risk
tolerance. Under normal circumstances, at least 90% of the portfolio's
assets will be invested in other portfolios of Advanced Series Trust (the
underlying portfolios) while no more than 10% of the portfolio's assets Asset Horizon Investments, LLC
may be invested in exchange traded funds (ETFs). Under normal market Allocation
conditions, the portfolio will devote from 40% to 60% of its net assets to
underlying portfolios and ETFs investing primarily in equity securities,
and from 40% to 60% of its net assets to underlying portfolios and ETFs
investing primarily in debt securities and money market instruments.

AST International Growth Portfolio: seeks long-term capital growth. Under
normal circumstances, the portfolio invests at least 80% of the value of
its assets in securities of issuers that are economically tied to
countries other than the United States. Although the portfolio intends to
invest at least 80% of its assets in the securities of issuers located International Marsico Capital Management,
outside the United States, it may at times invest in U.S. issuers and it Equity LLC; William Blair & Company,
may invest all of its assets in fewer than five countries or even a single LLC
country. The portfolio looks primarily for stocks of companies whose
earnings are growing at a faster rate than other companies or which offer
attractive growth.

AST International Value Portfolio: seeks long-term capital appreciation.
The portfolio normally invests at least 80% of the portfolio's assets in International LSV Asset Management;
equity securities. The portfolio will invest at least 65% of its net Equity Thornburg Investment
assets in the equity securities of companies in at least three different Management, Inc.
countries, without limit as to the amount of assets that may be invested
in a single country.

AST Investment Grade Bond Portfolio: seeks the highest potential total
return consistent with its specified level of risk tolerance to meet the
parameters established to support the Highest Daily Lifetime 6 Plus
benefits and maintain liquidity to support changes in market conditions Fixed Income Prudential Investment
for a fixed duration (weighted average maturity) of about 6 years. Please Management, Inc.
note that you may not make Purchase Payments to, or transfer Account Value
to or from, this portfolio, and that this portfolio is available only with
certain living benefits.

AST JPMorgan International Equity Portfolio: seeks long-term capital
growth by investing in a diversified portfolio of international equity
securities. The portfolio seeks to meet its objective by investing, under
normal market conditions, at least 80% of its assets in a diversified International J.P. Morgan Investment
portfolio of equity securities of companies located or operating in Equity Management, Inc.
developed non-U.S. countries and emerging markets of the world. The equity
securities will ordinarily be traded on a recognized foreign securities
exchange or traded in a foreign over-the-counter market in the country
where the issuer is principally based, but may also be traded in other
countries including the United States.

AST Jennison Large-Cap Growth Portfolio: seeks long-term growth of
capital. Under normal market conditions, the Portfolio will invest at
least 80% of its investable assets in the equity and equity-related
securities of large-capitalization companies measured, at the time of Large Cap Jennison Associates
purchase, to be within the market capitalization of the Russell 1000(R) Growth LLC
Index. In deciding which equity securities to buy, the Subadvisor will use
a growth investment style and will invest in stocks it believes could
experience superior sales or earnings growth, or high returns on equity
and assets. The companies in which the Subadvisor will invest generally
tend to have a unique market niche, a strong new product profile or
superior management.

AST Jennison Large-Cap Value Portfolio: seeks capital appreciation. Under
normal market conditions, the Portfolio will invest at least 80% of its
investable assets in the equity and equity-related securities of
large-capitalization companies measured, at the time of purchase, to be
within the market capitalization of the Russell 1000(R) Index. In deciding Large Cap Jennison Associates
which equity securities to buy, the Subadvisor will use a value investment Value LLC
style and will invest in common stocks that it believes are being valued
at a discount to their true worth, as defined by the value of their
earnings, free cash flow, the value of their assets, their private market
value, or some combination of these factors. The Subadvisor will look for
catalysts that will help unlock a common stock's inherent value.

AST Large-Cap Value Portfolio: seeks current income and long-term growth
of income, as well as capital appreciation. The portfolio invests, under Large Cap Eaton Vance Management;
normal circumstances, at least 80% of its net assets in common stocks of Value Hotchkis and Wiley Capital
large capitalization companies. Large capitalization companies are those Management LLC
companies with market capitalizations within the market capitalization
range of the Russell 1000 Value Index.

AST Lord Abbett Bond-Debenture Portfolio: seeks high current income and
the opportunity for capital appreciation to produce a high total return.
The portfolio invests, under normal circumstances, at least 80% of the
value of its assets in fixed income securities. The portfolio allocates
its assets principally among fixed income securities in four market
sectors: U.S. investment grade securities, U.S. high yield securities,
foreign securities (including emerging market securities) and convertible
securities. Under normal circumstances, the portfolio invests in each of
the four sectors described above. However, the portfolio may invest
substantially all of its assets in any one sector at any time, subject to Fixed Income Lord, Abbett & Co. LLC
the limitation that at least 20% of the portfolio's net assets must be
invested in any combination of investment grade debt securities, U.S.
Government securities and cash equivalents. The portfolio may find good
value in high yield securities, sometimes called "lower-rated bonds" or
"junk bonds," and frequently may have more than half of its assets
invested in those securities. The portfolio may also make significant
investments in mortgage-backed securities. Although the portfolio expects
to maintain a weighted average maturity in the range of five to twelve
years, there are no maturity restrictions on the overall portfolio or on
individual securities. The portfolio may invest up to 20% of its net
assets in equity securities. The portfolio may invest up to 20% of its net
assets in foreign securities.

AST Marsico Capital Growth Portfolio: seeks capital growth. Income
realization is not an investment objective and any income realized on the
portfolio's investments, therefore, will be incidental to the portfolio's
objective. The portfolio will pursue its objective by investing primarily
in common stocks of large companies that are selected for their growth
potential. Large capitalization companies are companies with market
capitalizations within the market capitalization range of the Russell 1000
Growth Index. In selecting investments for the portfolio, the subadviser
uses an approach that combines "top down" macroeconomic analysis with Large Cap Marsico Capital Management,
"bottom up" stock selection. The "top down" approach identifies sectors, Growth LLC
industries and companies that may benefit from the trends the subadviser
has observed. The subadviser then looks for individual companies with
earnings growth potential that may not be recognized by the market at
large, utilizing a "bottom up" stock selection process. The portfolio will
normally hold a core position of between 35 and 50 common stocks. The
portfolio may hold a limited number of additional common stocks at times
when the portfolio manager is accumulating new positions, phasing out
existing or responding to exceptional market conditions.

AST MFS Global Equity Portfolio: seeks capital growth. Under normal
circumstances the portfolio invests at least 80% of its assets in equity
securities. The portfolio may invest in the securities of U.S. and foreign International Massachusetts Financial
issuers (including issuers in emerging market countries). While the Equity Services Company
portfolio may invest its assets in companies of any size, the portfolio
generally focuses on companies with relatively large market
capitalizations relative to the markets in which they are traded.

AST MFS Growth Portfolio: seeks long-term capital growth and future,
rather than current income. Under normal market conditions, the portfolio
invests at least 80% of its net assets in common stocks and related Large Cap Massachusetts Financial
securities, such as preferred stocks, convertible securities and Growth Services Company
depositary receipts. The subadviser uses a "bottom up" as opposed to a
"top down" investment style in managing the portfolio.

AST Mid Cap Value Portfolio: seeks to provide capital growth by investing
primarily in mid-capitalization stocks that appear to be undervalued. The
portfolio generally invests, under normal circumstances, at least 80% of Mid Cap EARNEST Partners LLC; WEDGE
the value of its net assets in mid-capitalization companies. Value Capital Management, LLP
Mid-capitalization companies are generally those that have market
capitalizations, at the time of purchase, within the market capitalization
range of companies included in the Russell Midcap Value Index during the
previous 12-months based on month-end data.

AST Money Market Portfolio: seeks high current income while maintaining
high levels of liquidity. The portfolio invests in high-quality, Fixed Income Prudential Investment
short-term, U.S. dollar denominated corporate, bank and government Management, Inc.
obligations. The portfolio will invest in securities which have effective
maturities of not more than 397 days.

AST Neuberger Berman/LSV Mid-Cap Value Portfolio (formerly known as AST
Neuberger Berman Mid-Cap Value Portfolio): seeks capital growth. Under
normal market conditions, the portfolio invests at least 80% of its net
assets in the common stocks of medium capitalization companies. For Mid Cap LSV Asset Management;
purposes of the portfolio, companies with market capitalizations that fall Value Neuberger Berman Management
within the range of the Russell Midcap(R) Index at the time of investment LLC
are considered medium capitalization companies. Some of the portfolio's
assets may be invested in the securities of large-cap companies as well as
in small-cap companies. Under the portfolio's value-oriented investment
approach, the subadviser looks for well-managed companies whose stock
prices are undervalued and that may rise in price before other investors
realize their worth.

AST Neuberger Berman Mid-Cap Growth Portfolio: seeks capital growth. Under
normal market conditions, the Portfolio invests at least 80% of its net
assets in the common stocks of mid-capitalization companies.
Mid-capitalization companies are those companies whose market Mid Cap Neuberger Berman Management
capitalization is within the range of market capitalizations of companies Growth LLC
in the Russell Midcap(R) Growth Index. Using fundamental research and
quantitative analysis, the subadviser looks for fast-growing companies
that are in new or rapidly evolving industries. The portfolio may invest
in foreign securities (including emerging markets securities).

AST Neuberger Berman Small-Cap Growth Portfolio: seeks maximum growth of
investors' capital from a portfolio of growth stocks of smaller companies.
The portfolio pursues its objective, under normal circumstances, by Small Cap Neuberger Berman Management
primarily investing at least 80% of its total assets in the equity Growth LLC
securities of small-sized companies included in the Russell 2000 Growth(R)
Index.

AST Niemann Capital Growth Asset Allocation Portfolio: seeks the highest
potential total return consistent with its specified level of risk
tolerance. Under normal circumstances, at least 90% of the portfolio's
assets will be invested in other portfolios of Advanced Series Trust (the Asset Neimann Capital Management
underlying portfolios) while no more than 10% of the portfolio's assets Allocation Inc.
may be invested in exchange traded funds (ETFs). Under normal market
conditions, the portfolio will devote from 60% to 80% of its net assets to
underlying portfolios and ETFs investing primarily in equity securities,
and from 20% to 40% of its net assets to underlying portfolios and ETFs
investing primarily in debt securities and money market instruments.

AST Parametric Emerging Markets Equity Portfolio: seeks long-term capital
appreciation. The portfolio normally invests at least 80% of its net
assets in equity securities traded on the equity markets of emerging
market countries, which are those considered to be developing. Emerging
markets countries include countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe, Africa and the region formerly International Parametric Portfolio
comprising the Soviet Union. A company will be considered to be located in Equity Associates LLC
an emerging market country if it is domiciled in or derives more that 50%
of its revenues or profits from emerging market countries. The portfolio
seeks to employ a top-down, disciplined and structured investment process
that emphasizes broad exposure and diversification among emerging market
countries, economic sectors and issuers.

AST PIMCO Limited Maturity Bond Portfolio: seeks to maximize total return
consistent with preservation of capital and prudent investment management.
The portfolio will invest, under normal circumstances, at least 80% of the
value of its net assets in fixed-income investment instruments of varying Fixed Income Pacific Investment Management
maturities which may be represented by forwards or derivatives such as Company LLC (PIMCO)
options, futures contracts, or swap agreements.

AST PIMCO Total Return Bond Portfolio: seeks to maximize total return
consistent with preservation of capital and prudent investment management.
The portfolio will invest, under normal circumstances, at least 80% of the Fixed Income Pacific Investment Management
value of its net assets in fixed income investments, which may be Company LLC (PIMCO)
represented by forwards or derivatives such as options, futures contracts,
or swap agreements.

AST Preservation Asset Allocation Portfolio: seeks to obtain total return
consistent with its specified level of risk. The portfolio primarily
invests its assets in a diversified portfolio of other mutual funds, the
underlying portfolios, of the Advanced Series Trust and certain affiliated
money market funds. Under normal market conditions, the portfolio will Asset Prudential Investments LLC;
devote approximately 35% of its net assets to underlying portfolios Allocation Quantitative Management
investing primarily in equity securities (with a range of 27.5% to 42.5%), Associates LLC
and 65% of its net assets to underlying portfolios investing primarily in
debt securities and money market instruments (with a range of 57.5% to
72.5%. The portfolio is not limited to investing exclusively in shares of
the underlying portfolios and may invest in securities and futures
contracts, swap agreements and other financial and derivative instruments.

AST QMA US Equity Portfolio: seeks long term capital appreciation. The
portfolio utilizes a long/short investment strategy and will normally
invest at least 80% of its net assets plus borrowings in equity and equity Large Cap Quantitative Management
related securities of US issuers. The benchmark index is the Russell Blend Associates LLC
1000(R) which is comprised of stocks representing more than 90% of the
market cap of the US market and includes the largest 1000 securities in
the Russell 3000(R) index.

AST Schroders Multi-Asset World Strategies (formerly known as AST American
Century Strategic Allocation Portfolio): seeks long-term capital
appreciation through a global flexible asset allocation approach. This
asset allocation approach entails investing in traditional asset classes,
such as equity and fixed-income investments, and alternative asset Asset Schroder Investment
classes, such as investments in real estate, commodities, currencies, Allocation Management North America Inc.
private equity, and absolute return strategies. The sub-advisor seeks to
emphasize the management of risk and volatility. Exposure to different
asset classes and investment strategies will vary over time based upon the
sub advisor's assessments of changing market, economic, financial and
political factors and events.

AST Small-Cap Growth Portfolio: seeks long-term capital growth. The
portfolio pursues its objective by investing, under normal circumstances,
at least 80% of the value of its assets in small-capitalization companies. Small Cap Eagle Asset Management, Inc.
Small-capitalization companies are those companies with a market Growth
capitalization, at the time of purchase, no larger than the largest
capitalized company included in the Russell 2000(R) Index at the time of
the Portfolio's investment.

AST Small-Cap Value Portfolio: seeks to provide long-term capital growth
by investing primarily in small-capitalization stocks that appear to be Small Cap ClearBridge Advisors, LLC;
undervalued. The portfolio invests, under normal circumstances, at least Value J.P. Morgan Investment
80% of the value of its net assets in small capitalization stocks. Small Management, Inc.; Lee Munder
capitalization stocks are the stocks of companies with market Investments, Ltd
capitalization that are within the market capitalization range of the
Russell 2000(R) Value Index.

AST T. Rowe Price Asset Allocation Portfolio: seeks a high level of total
return by investing primarily in a diversified portfolio of equity and
fixed income securities. The portfolio normally invests approximately 60%
of its total assets in equity securities and 40% in fixed income Asset T. Rowe Price Associates, Inc.
securities. This mix may vary depending on the subadviser's outlook for Allocation
the markets. The subadviser concentrates common stock investments in
larger, more established companies, but the Portfolio may include small
and medium-sized companies with good growth prospects. The fixed income
portion of the portfolio will be allocated among investment grade
securities, high yield or "junk" bonds, emerging market securities,
foreign high quality debt securities and cash reserves.

AST T. Rowe Price Global Bond Portfolio: seeks to provide high current
income and capital growth by investing in high-quality foreign and U.S.
dollar-denominated bonds. The portfolio will invest at least 80% of its
total assets in fixed income securities. The portfolio invests in all
types of bonds, including those issued or guaranteed by U.S. or foreign
governments or their agencies and by foreign authorities, provinces and
municipalities as well as investment grade corporate bonds, mortgage and
asset-backed securities, and high-yield bonds of U.S. and foreign issuers.
The portfolio generally invests in countries where the combination of
fixed-income returns and currency exchange rates appears attractive, or, Fixed Income T. Rowe Price International,
if the currency trend is unfavorable, where the subadviser believes that Inc.
the currency risk can be minimized through hedging. The portfolio may also
invest up to 20% of its assets in the aggregate in below investment-grade,
high-risk bonds ("junk bonds") and emerging market bonds. In addition, the
portfolio may invest up to 30% of its assets in mortgage-related
(including mortgage dollar rolls and derivatives, such as collateralized
mortgage obligations and stripped mortgage securities) and asset-backed
securities. The portfolio may invest in futures, swaps and other
derivatives in keeping with its objective.

AST T. Rowe Price Large-Cap Growth Portfolio: seeks long-term growth of
capital by investing predominantly in the equity securities of a limited
number of large, carefully selected, high-quality U.S. companies that are Large Cap T. Rowe Price Associates, Inc.
judged likely to achieve superior earnings growth. The portfolio takes a Growth
growth approach to investment selection and normally invests at least 80%
of its net assets in the common stocks of large companies. Large companies
are defined as those whose market cap is larger than the median market cap
of companies in the Russell 1000 Growth Index as of the time of purchase.

AST T. Rowe Price Natural Resources Portfolio: seeks long-term capital
growth primarily through invest in the common stocks of companies that own
or develop natural resources (such as energy products, precious metals and
forest products) and other basic commodities. The portfolio invests, under
normal circumstances, at least 80% of the value of its assets in natural
resource companies. The portfolio may also invest in non-resource Specialty T. Rowe Price Associates, Inc.
companies with the potential for growth. The portfolio looks for companies
that have the ability to expand production, to maintain superior
exploration programs and production facilities, and the potential to
accumulate new resources. Although at least 50% of portfolio assets will
be invested in U.S. securities, up to 50% of total assets also may be
invested in foreign securities.

AST UBS Dynamic Alpha Portfolio: seeks to maximize total return,
consisting of capital appreciation and current income. The portfolio
invests in securities and financial instruments to gain exposure to global
equity, global fixed income and cash equivalent markets, including global Asset UBS Global Asset Management
currencies. The portfolio may invest in equity and fixed income securities Allocation (Americas) Inc.
of issuers located within and outside the United States or in open-end
investment companies advised by UBS Global Asset Management (Americas)
Inc., the Portfolio's subadviser, to gain exposure to certain global
equity and global fixed income markets.

AST Western Asset Core Plus Bond Portfolio: seeks to maximize total
return, consistent with prudent investment management and liquidity needs,
by investing to obtain its average specified duration. The portfolio's Fixed Income Western Asset Management
current target average duration is generally 2.5 to 7 years. The portfolio Company
pursues this objective by investing in all major fixed income sectors with
a bias towards non-Treasuries.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

Franklin Templeton VIP Founding Funds Allocation Fund: Seeks capital
appreciation, with income as a secondary goal. The Fund normally invests Moderate Franklin Templeton Services,
equal portions in Class 1 shares of Franklin Income Securities Fund; Allocation LLC
Mutual Shares Securities Fund; and Templeton Growth Securities Fund.

PROFUNDS VP

ProFund VP Consumer Goods: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the Dow Jones U.S.
Consumer Goods Index. The Dow Jones U.S. Consumer Goods Index measures the
performance of consumer spending in the goods industry of the U.S. equity Specialty ProFund Advisors LLC
market. Component companies include automobiles and auto parts and tires,
brewers and distillers, farming and fishing, durable and non-durable
household product manufacturers, cosmetic companies, food and tobacco
products, clothing, accessories and footwear.

ProFund VP Consumer Services: seeks daily investment results, before fees
and expenses, that correspond to the daily performance of the Dow Jones
U.S. Consumer Services Index. The Dow Jones U.S. Consumer Services Index
measures the performance of consumer spending in the services industry of Specialty ProFund Advisors LLC
the U.S. equity market. Component companies include airlines, broadcasting
and entertainment, apparel and broadline retailers, food and drug
retailers, media agencies, publishing, gambling, hotels, restaurants and
bars, and travel and tourism.

ProFund VP Financials: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the Dow Jones U.S.
Financials Index. The Dow Jones U.S. Financials Index measures the
performance of the financial services industry of the U.S. equity market.
Component companies include regional banks; major U.S. domiciled
international banks; full line, life, and property and casualty insurance
companies; companies that invest, directly or indirectly in real estate; Specialty ProFund Advisors LLC
diversified financial companies such as Fannie Mae, credit card issuers,
check cashing companies, mortgage lenders and investment advisers;
securities brokers and dealers, including investment banks, merchant banks
and online brokers; and publicly traded stock exchanges.

ProFund VP Health Care: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the Dow Jones U.S.
Health Care Index. The Dow Jones U.S. Health Care Index measures the
performance of the healthcare industry of the U.S. equity market. Specialty ProFund Advisors LLC
Component companies include health care providers, biotechnology
companies, medical supplies, advanced medical devices and pharmaceuticals.

ProFund VP Industrials: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the Dow Jones U.S.
Industrials Index. The Dow Jones U.S. Industrials Index measures the
performance of the industrial industry of the U.S. equity market.
Component companies include building materials, heavy construction, Specialty ProFund Advisors LLC
factory equipment, heavy machinery, industrial services, pollution
control, containers and packaging, industrial diversified, air freight,
marine transportation, railroads, trucking, land-transportation equipment,
shipbuilding, transportation services, advanced industrial equipment,
electric components and equipment, and aerospace.

ProFund VP Large-Cap Value: seeks daily investment results, before fees
and expenses, that correspond to the daily performance of the S&P
500/Citigroup Value Index(R). The S&P 500/Citigroup Value Index is
designed to provide a comprehensive measure of large-cap U.S. equity
"value" performance. It is an unmanaged float adjusted market Specialty ProFund Advisors LLC
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P 500 Index that
have been identified as being on the value end of the growth value
spectrum.

ProFund VP Large-Cap Growth: seeks daily investment results, before fees
and expenses, that correspond to the daily performance of the S&P
500/Citigroup Growth Index(R). The S&P 500/Citigroup Growth Index is
designed to provide a comprehensive measure of large-cap U.S. equity
"growth" performance. It is an unmanaged float adjusted market Specialty ProFund Advisors LLC
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P 500 Index that
have been identified as being on the growth end of the growth-value
spectrum.

The S&P 500/Citigroup Growth Index is designed to provide a comprehensive measure of large-cap U.S. equity "growth"
performance. It is an unmanaged float adjusted market capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P 500 Index that have been identified as being on the growth end of the
growth-value spectrum.

ProFund VP Mid-Cap Value: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the S&P MidCap
400/Citigroup Value Index(R). The S&P MidCap 400/Citigroup Value Index is
designed to provide a comprehensive measure of mid-cap U.S. equity "value" Specialty ProFund Advisors LLC
performance. It is an unmanaged float adjusted market capitalization
weighted index comprised of stocks representing approximately half the
market capitalization of the S&P MidCap 400 Index that have been
identified as being on the value end of the growth-value spectrum.

ProFund VP Mid-Cap Growth: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the S&P MidCap
400/Citigroup Growth Index(R). The S&P MidCap 400/Citigroup Growth Index
is designed to provide a comprehensive measure of mid-cap U.S. equity
"growth" performance. It is an unmanaged float adjusted market Specialty ProFund Advisors LLC
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P MidCap 400 Index
that have been identified as being on the growth end of the growth-value
spectrum.

The S&P MidCap 400/Citigroup Value Index is designed to provide a comprehensive measure of mid-cap U.S. equity "value"
performance. It is an unmanaged float adjusted market capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P MidCap 400 Index that have been identified as being on the value end
of the growth-value spectrum.

ProFund VP Real Estate: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the Dow Jones U.S.
Real Estate Index. The Dow Jones U.S. Real Estate Index measures the
performance of the real estate sector of the U.S. equity market. Component
companies include those that invest directly or indirectly through
development, management or ownership of shopping malls, apartment Specialty ProFund Advisors LLC
buildings and housing developments; and real estate investment trusts
("REITs") that invest in apartments, office and retail properties. REITs
are passive investment vehicles that invest primarily in income-producing
real estate or real estate related loans or interests.

ProFund VP Small-Cap Value: seeks daily investment results, before fees
and expenses, that correspond to the daily performance of the S&P SmallCap
600/Citigroup Value Index(R). The S&P SmallCap 600/Citigroup Value Index
is designed to provide a comprehensive measure of small-cap U.S. equity
"value" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P SmallCap 600 Index
that have been identified as being on the value end of the growth-value Specialty ProFund Advisors LLC
spectrum. (Note: The S&P SmallCap 600 Index is a measure of small-cap
company U.S. stock market performance. It is a float adjusted market
capitalization weighted index of 600 U.S. operating companies. Securities
are selected for inclusion in the index by an S&P committee through a
nonmechanical process that factors criteria such as liquidity, price,
market capitalization, financial viability, and public float.)

ProFund VP Small-Cap Growth: seeks daily investment results, before fees
and expenses, that correspond to the daily performance of the S&P SmallCap
600/Citigroup Growth Index(R). The S&P SmallCap 600/Citigroup Growth Index
is designed to provide a comprehensive measure of small-cap U.S. equity
"growth" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P SmallCap 600 Index
that have been identified as being on the growth end of the growth-value Specialty ProFund Advisors LLC
spectrum. (Note: The S&P SmallCap 600 Index is a measure of small-cap
company U.S. stock market performance. It is a float adjusted market
capitalization weighted index of 600 U.S. operating companies. Securities
are selected for inclusion in the index by an S&P committee through a
nonmechanical process that factors criteria such as liquidity, price,
market capitalization, financial viability, and public float.)

The S&P SmallCap 600 Index is a measure of small-cap company U.S. stock market performance. It is a float adjusted market
capitalization weighted index of 600 U.S. operating companies. Securities are selected for inclusion in the index by an S&P
committee through a nonmechanical process that factors criteria such as liquidity, price, market capitalization, financial
viability, and public float.

ProFund VP Telecommunications: seeks daily investment results, before fees
and expenses, that correspond to the daily performance of the Dow Jones
U.S. Telecommunications Index. The Dow Jones U.S. Telecommunications Index
measures the performance of the telecommunications industry of the U.S. Specialty ProFund Advisors LLC
equity market. Component companies include fixed-line communications and
wireless communications companies.

ProFund VP Utilities: seeks daily investment results, before fees and
expenses, that correspond to the daily performance of the Dow Jones U.S.
Utilities Sector Index. The Dow Jones U.S. Utilities Sector Index measures
the performance of the utilities industry of the U.S. equity market. Specialty ProFund Advisors LLC
Component companies include electric utilities, gas utilities and water
utilities.

LIMITATIONS WITH OPTIONAL BENEFITS

As a condition to your participating in certain optional benefits, we limit the
Investment Options to which you may allocate your Account Value. Broadly
speaking, we offer two groups of "Permitted Sub-accounts". Under the first
group (Group I), your allowable investment options are more limited, but you
are not subject to mandatory quarterly re-balancing. We call the second group
(Group II) our "Custom Portfolios Program." The Custom Portfolios Program
offers a larger menu of portfolios, but you are subject to certain other
restrictions. Specifically:

. you must allocate at least 20% of your Account Value to certain fixed
income portfolios (currently, the AST PIMCO Total Return Bond Portfolio
and the AST Western Asset Core Plus Bond Portfolio); and

. you may allocate up to 80% in the portfolios listed in the table below; and

. on each benefit quarter (or the next Valuation Day, if the quarter-end is
not a Valuation Day), we will automatically re-balance your Sub-accounts
used with this Program, so that the percentages devoted to each portfolio
remain the same as those in effect on the immediately preceding
quarter-end. Note that on the first quarter-end following your
participation in the Custom Portfolios Program, we will re-balance your
Sub-accounts so that the percentages devoted to each portfolio remain the
same as those in effect when you began the Custom Portfolios Program; and

. between quarter-ends, you may re-allocate your Account Value among the
investment options permitted within this category. If you reallocate, the
next quarterly rebalancing will restore the percentages to those of your
most recent reallocation.

While those who do not participate in any optional benefit generally may invest
in any of the investment options described in the prospectus, only those who
participate in the optional benefits listed in Group II below may participate
in the Custom Portfolios Program. If you participate in the Custom Portfolios
Program, you may not participate in other Automatic Rebalancing Programs. We
may modify or terminate the Custom Portfolios Program at any time. Any such
modification or termination will (i) be implemented only after we have notified
you in advance, (ii) not affect the guarantees you had accrued under the
optional benefit or your ability to continue to participate in those optional
benefits, and (iii) not require you to transfer Account Value out of any
portfolio in which you participated immediately prior to the modification or
termination. If you are not participating in the Custom Portfolios Program at
the time of any modification or termination, or if you voluntarily transfer
your Account Value out of the Custom Portfolios Program after any modification
or termination, we may restrict your further eligibility to participate in the
Custom Portfolio Program.

Group I: Allowable Benefit Allocations

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Balanced Target
AST First Trust Balanced Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Schroders Multi-Asset World Strategies
AST T. Rowe Price Asset Allocation
Franklin Templeton VIP Founding Funds Allocation Fund
--------------------------------------------------------------

Group II: Custom Portfolios Program

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Alliance Bernstein Core Value
AST Alliance Bernstein Growth & Income
AST American Century Income & Growth
AST Balanced Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation

AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate Portfolio
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST JP Morgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture

AST Marisco Capital Growth
AST MFS Global Equity
AST MSF Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Value
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies Asset Allocation
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha Strategy
AST Western Asset Core Plus Bond
Franklin Templeton VIP Funding Funds Allocation Fund
Profund VP Consumer Goods
Profund VP Consumer Services
Profund VP Financials
Profund VP Health Care
Profund VP Industrials
Profund VP Large-Cap Growth
Profund VP Large-Cap Value
Profund VP Mid-Cap Growth
Profund VP Mid-Cap Value
Profund VP Real Estate
Profund VP Small-Cap Growth
Profund VP Small-Cap Value
Profund VP Telecommunications
Profund VP Utilities

MARKET VALUE ADJUSTMENT OPTIONS

When you allocate your Account Value to an MVA Option, you earn a fixed rate of
interest over a set period of time called a Guarantee Period. There are two
types of MVA Options available under each Annuity - the Long-Term MVA Options
and the DCA MVA Options. We discuss each MVA Option below. In brief, under the
Long-Term MVA Options, you earn interest over a multi-year time period that you
have selected. Currently, the Guarantee Periods we offer are 3 years, 5 years,
7 years, and 10 years. We reserve the right to eliminate any or all of these
Guarantee Periods or offer Guarantee Periods of different durations. Under the
DCA MVA Options, you earn interest over a 6 month or 12 month period while your
Account Value in that option is systematically transferred monthly to the
Sub-accounts you have designated.

A Guarantee Period for an MVA Option begins:

. when all or part of a Purchase Payment is allocated to that MVA Option;

. upon transfer of any of your Account Value to a Long-Term MVA Option for
that particular Guarantee Period; or

. when you "renew" an MVA Option into a new Guarantee Period.

RATES FOR MVA OPTIONS

We do not have a single method for determining the fixed interest rates for the
MVA Options. In general, the interest rates we offer for MVA Options will
reflect the investment returns available on the types of investments we make to
support our fixed rate guarantees. These investment types may include cash,
debt securities guaranteed by the United States government and its agencies and
instrumentalities, money market instruments, corporate debt obligations of
different durations, private placements, asset-backed obligations and municipal
bonds. In determining rates we also consider factors such as the length of the
Guarantee Period for the MVA Option, regulatory and tax requirements, liquidity
of the markets for the type of investments we make, commissions, administrative
and investment expenses, our insurance risks in relation to the MVA Options,
general economic trends and competition. We also take into consideration
mortality, expense, administration, profit and other factors in determining the
interest rates we credit to MVA Options, and therefore, we credit lower
interest rates due to the existence of these factors than we otherwise would.

The interest rate credited to an MVA Option is the rate in effect when the
Guarantee Period begins and does not change during the Guarantee Period. The
rates are an effective annual rate of interest. We determine the interest rates
for the various Guarantee Periods. At the time that we confirm your MVA Option,
we will advise you of the interest rate in effect and the date your MVA Option
matures. We may change the rates we credit to new MVA Options at any time. To
inquire as to the current rates for the MVA Options, please call
1-888-PRU-2888. MVA Options may not be available in all States and are subject
to a minimum rate.

For any MVA Option, you will not be permitted to allocate or renew to the MVA
Option if the Guarantee Period associated with that MVA Option would end after
your Latest Annuity Date.

MARKET VALUE ADJUSTMENT

. any surrender, partial withdrawal (including a systematic withdrawal,
Medically Related Surrender, or a withdrawal program under Sections 72(t)
or 72 (q) of the Code), or transfer out of an MVA Option made outside the
30 days immediately preceding the maturity of the Guarantee Period; and

. your exercise of the free look right under your Annuity, unless prohibited
by law.

We will NOT assess an MVA (whether positive or negative) in connection with any
of the following:

. withdrawals made to meet Required Minimum Distribution requirements under
the Code in relation to your Annuity or a required distribution if your
Annuity is held as a Beneficiary Annuity, but only if the Requirement
Minimum Distribution or required distribution from Beneficiary Annuity is
an amount that we calculate and is distributed through a program that we
offer;

. transfers or withdrawals from an MVA Option during the 30 days immediately
prior to the end of the applicable Guarantee Period, including the
Maturity Date of the MVA option;

. transfers made in accordance with our 6 or 12 Month DCA Program;

. when a Death Benefit is determined;

. deduction of a Annual Maintenance Fee for the Annuity;

. annuitization under the Annuity; and

. transfers made pursuant to a mathematical formula used with an optional
benefit (e.g., Highest Daily Lifetime 6 Plus).

MVA Formula For Long Term MVA Option

The MVA formula is applied separately to each MVA Option to determine the
Account Value of the MVA Option on a particular date.

The MVA factor is equal to:

( l+i ) /n/12/
-----
( l+j+k )

where: i = the Crediting Rate for the MVA Option;
j = the Rate for the remaining Guarantee Period, determined as
described below;
k = the Liquidity Factor; and
n = the number of months remaining in the Guarantee Period
duration, rounded up to the nearest whole month

For the purposes of determining "j",

Y = n/12

GP1 = the smallest whole number of years greater than or equal to Y.

r1 = the rate for Guarantee Periods of duration GP1, which will equal the
crediting rate if such Guarantee Period duration is currently available.

GP2 = the greatest whole number of years less than or equal to Y, but not
less than 1.

r2 = the rate for Guarantee Periods of duration GP2, which will equal the
crediting rate if such Guarantee Period duration is currently available.

The term "current Treasury spot rate" refers to the rates that existed at
the time the crediting rates were last determined.

To determine "j":

If Y is an integer, and if Y is equal to a Guarantee Period duration that we
currently offer," j" is equal to the crediting rate associated with a
Guarantee Period duration of Y years.

If Y is less than 1, then "j" = r2.

Otherwise, we determine "j" by linearly interpolating between r1 and r2,
using the following formula:

j = (r1 * (Y - GP2) + r2 * (GP1 - Y)) / (GP1 - GP2)

The current rate ("j") in the MVA formula is subject to the same Guaranteed
Minimum Interest Rate as the Crediting Rate.

We reserve the right to waive the liquidity factor set forth in the rider for
this MVA Option.

MVA Formula For 6 or 12 Month DCA MVA Options

The MVA formula is applied separately to each DCA MVA Option to determine the
Account Value of the DCA MVA Option on a particular date.

The MVA factor is equal to:

( l+i ) /n/12/
-----
( l+j+k )

where: i = the Index Rate established at inception of a DCA MVA Option.
This Index Rate will be based on a Constant Maturity Treasury
(CMT) rate for a maturity (in months) equal to the initial
duration of the DCA MVA Option. This CMT rate will be
determined based on the weekly average of the CMT Index of
appropriate maturity as of two weeks prior to initiation of the
DCA MVA Option. The CMT Index will be based on "Treasury
constant maturities nominal 12" rates as published in Federal
Reserve Statistical Release H.15. If a CMT index for the number
of months needed is not available, the applicable CMT index
will be determined based on a linear interpolation of the
published CMT indices;

j = the Index Rate determined at the time the MVA calculation is
needed, based on a CMT rate for the amount of time remaining in
the DCA MVA Option. The amount of time will be based on the
number of complete months remaining in the DCA MVA Option,
rounded up to the nearest whole month. This CMT rate will be
determined based on the weekly average of the CMT Index of
appropriate maturity as of two weeks prior to the date for
which the MVA calculation is needed. The CMT Index will be
based on "Treasury constant maturities nominal 12" rates as
published in Federal Reserve Statistical Release H.15. If a CMT
index for the number of months needed is not available, the
applicable CMT index will be determined based on a linear
interpolation of the published CMT indices;

k = the Liquidity Factor set forth in the rider for this MVA
Option; and

n = the number of complete months remaining in the DCA MVA Option,
rounded up to the nearest whole month.

We reserve the right to waive the Liquidity Factor.

MVA Examples for Long Term MVA Option

The following hypothetical examples show the effect of the MVA in determining
Account Value. Assume the following:

.. You allocate $50,000 into an MVA Option (we refer to this as the "Allocation
Date" in these examples) with a Guarantee Period of 5 years (we refer to
this as the "Maturity Date" in these examples).

.. The crediting rate associated with the MVA Option beginning on Allocation
Date and maturing on Maturity Date is 5.50% (i = 5.50%).

.. You make no withdrawals or transfers until you decide to withdraw the entire
MVA Option after exactly three (3) years, at which point 24 months remain
before the Maturity Date (n=24).

Example of Positive MVA

Assume that at the time you request the withdrawal, the crediting rate
associated with the fixed allocation maturing on the Maturity Date is 4.00% (J
= 4.00%). Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+i)/(1+j+0.0025)]^N/12 = [1.055/1.0425]^2 = 1.024125
Unadjusted Value = $58,712.07
Adjusted Account Value after MVA = Unadjusted Value x MVA Factor = $60,128.47

Example of Negative MVA

Assume that at the time you request the withdrawal, the crediting rate
associated with the fixed allocation maturing on the Maturity Date is 7.00% (j
= 7.00%). Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+i)/(1+j+0.0025)]^n/12 = [1.055/1.0725]^2 = 0.967632
Unadjusted Value = $58,712.07
Adjusted Account Value after MVA = Unadjusted Value x MVA Factor = $56,811.69

LONG TERM MVA OPTIONS

We offer Long Term MVA Options, offering a range of durations. When you select
this option, your payment will earn interest at the established rate for the
applicable interest rate period. A new Long Term MVA Option is established
every time you allocate or transfer money into a Long Term MVA Option. You may
have money allocated in more than one interest rate period at the same time.
This could result in your money earning interest at different rates and each
interest rate period maturing at a different time. While the interest rates we
credit to the MVA Options may change from time to time, the minimum interest
rate is what is set forth in your Annuity.

We retain the right to limit the amount of Account Value that may be
transferred into a new or out of an existing a Long-Term MVA Option and/or to
require advance notice for transfers exceeding a specified amount. In addition,
we reserve the right to limit or restrict the availability of certain Guarantee
Periods from time to time.

DCA MVA Options

In addition to the Long-Term MVA Options, we offer DCA MVA Options that are
used with our 6 or 12 Month DCA Program. Amounts allocated to the DCA MVA
Options earn the declared rate of interest while the amount is transferred over
a 6 or 12 month period into the Sub-accounts that you have designated. Because
the interest we credit is applied against a balance that declines as transfers
are made periodically to the Sub-accounts, you do not earn interest on the full
amount you allocated initially to the DCA MVA Options. A dollar cost averaging
program does not assure a profit, or protect against a loss. For a complete
description of our 6 or 12 month DCA Program, see the applicable section of
this prospectus within the section entitled "Managing Your Account Value."

MVA OPTION SEPARATE ACCOUNT

GUARANTEE PERIOD TERMINATION

An MVA Option ends on the earliest of (a) the "Maturity Date" of the Guarantee
Period (b) the date the entire amount in the MVA Option is withdrawn or
transferred (c) the Annuity Date (d) the date the Annuity is surrendered and
(e) the date as of which a Death Benefit is determined, unless the Annuity is
continued by a spousal Beneficiary.

We will notify you before the end of the Guarantee Period. You may elect to
have the value of the Long Term MVA Option on its Maturity Date transferred to
any Investment Option, including any Long Term MVA Option, we then make
available. If we do not receive instructions from you in Good Order at our
Service Office before the Maturity Date of the Long Term MVA Option, regarding
how the Account Value in your maturing Long Term MVA Option is to be allocated,
we will allocate the Account Value in the maturing Long Term MVA Option to the
AST Money Market Sub-account, unless the Maturity Date is the Annuity Date. We
will not assess an MVA if you choose to renew an MVA Option on its Maturity
Date or transfer the Account Value to another Investment Option on the Maturity
Date (or at any time during the 30 days immediately preceding the Maturity
Date).

FEES, CHARGES, AND DEDUCTIONS

In this section, we provide detail about the charges you incur if you own the
Annuity.

The charges under the Annuity are designed to cover, in the aggregate, our
direct and indirect costs of selling, administering and providing benefits
under the Annuity. They are also designed, in the aggregate, to compensate us
for the risks of loss we assume. If, as we expect, the charges that we collect
from the Annuity exceed our total costs in connection with the Annuity, we will
earn a profit. Otherwise we will incur a loss. For example, Pruco Life may make
a profit on the Insurance Charge if, over time, the actual costs of providing
the guaranteed insurance obligations and other expenses under the Annuity are
less than the amount we deduct for the Insurance Charge. To the extent we make
a profit on the Insurance Charge, such profit may be used for any other
corporate purpose

The rates of certain of our charges have been set with reference to estimates
of the amount of specific types of expenses or risks that we will incur. In
general, a given charge under the Annuity compensates us for our costs and
risks related to that charge and may provide for a profit. However, it is
possible that with respect to a particular obligation we have under this
Annuity, we may be compensated not only by the charge specifically tied to that
obligation, but also from one or more other charges we impose.

Transfer Fee: Currently, you may make twenty (20) free transfers between
investment options each Annuity Year. We may charge $10 for each transfer after
the twentieth in each Annuity Year. We do not consider transfers made as part
of a Dollar Cost Averaging, Automatic Rebalancing or Custom Portfolio Program
when we count the twenty free transfers. All transfers made on the same day
will be treated as one (1) transfer. Renewals or transfers of Account Value
from an MVA Option within the 30 days immediately preceding the end of its
Guarantee Period are not subject to the Transfer Fee and are not counted toward
the twenty free transfers. Similarly, transfers made under our 6 or 12 Month
DCA Program and transfers made pursuant to a formula used with an optional
benefit are not subject to the Transfer Fee and are not counted toward the
twenty free transfers. Transfers made through any electronic method or program
we specify are not counted toward the twenty free transfers. The transfer fee
is deducted pro rata from all Sub-accounts in which you maintain Account Value
immediately subsequent to the transfer.

Annual Maintenance Fee: Prior to annuitization, we deduct an Annual Maintenance
Fee. The Annual Maintenance Fee is equal to [to be filed by amendment] of your
Unadjusted Account Value, whichever is less. This fee will be deducted annually
on the anniversary of the Issue Date of your Annuity or, if you surrender your
Annuity during the Annuity Year, the fee is deducted at the time of surrender
unless the surrender is taken within 30 days of most recently assessed Annual
Maintenance Fee. The fee is taken out first from the Sub-accounts pro rata, and
then from the MVA Options (if the amount in the Sub-accounts is insufficient to
pay the fee). The Annual Maintenance Fee is only deducted if the sum of the
Purchase Payments at the time the fee is deducted is less than $100,000. We do
not impose the Annual Maintenance Fee upon annuitization (unless annuitization
occurs on an Annuity anniversary), the payment of a Death Benefit, or a
medically-related full surrender. For Beneficiaries that elect the Beneficiary
Continuation Option, the Annual Maintenance Fee is the lesser of $30 or 2% of
Unadjusted Account Value and is only assessed if the Unadjusted Account Value
is less than $25,000 at the time the fee is assessed. The amount of the Annual
Maintenance Fee may differ in certain states.

Tax Charge: Some states and some municipalities charge premium taxes or similar
taxes on annuities that we are required to pay. The amount of tax will vary
from jurisdiction to jurisdiction and is subject to change. We reserve the
right to deduct the tax either when Purchase Payments are received, upon
surrender or upon Annuitization. If deducted upon annuitization, we would
deduct the tax from your Unadjusted Account Value. The tax charge is designed
to approximate the taxes that we are required to pay and is assessed as a
percentage of Purchase Payments, Surrender Value, or Account Value as
applicable. The tax charge currently ranges up to 3.5%.

We may assess a charge against the Sub-accounts and the MVA Options equal to
any taxes which may be imposed upon the separate accounts.

various related expenses. Finally, the charge covers the risk that our
assumptions about the mortality risks and expenses under the Annuity are
incorrect and that we have agreed not to increase these charges over time
despite our actual costs.

Optional Benefits for which we assess a charge: If you elect to purchase
optional benefits, we will deduct an additional charge. For some optional
benefits, the charge is assessed against your Account Value allocated to the
Sub-accounts. These charges are included in the daily calculation of the Unit
Price for each Sub-account. For certain other optional benefits, such as
Highest Daily Lifetime 6 Plus, the charge is assessed against the greater of
the Unadjusted Account Value and the Protected Withdrawal Value and is taken
out of the Sub-accounts quarterly. Please refer to the section entitled
"Summary of Contract Fees and Charges" for the list of charges for each
optional benefit.

Fees and Expenses Incurred by the Portfolios: Each portfolio incurs total
annualized operating expenses comprised of an investment management fee, other
expenses and any distribution and service (12b-1) fees that may apply. These
fees and expenses are reflected daily by each portfolio before it provides
Pruco Life with the net asset value as of the close of business each Valuation
Day. More detailed information about fees and expenses can be found in the
prospectuses for the portfolios.

MVA OPTION CHARGES

ANNUITY PAYMENT OPTION CHARGES

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES

We may reduce or eliminate certain fees and charges or alter the manner in
which the particular fee or charge is deducted. For example, we may reduce or
eliminate the amount of the Annual Maintenance Fee or reduce the portion of the
total Insurance Charge that is deducted as an Administration Charge. We will
not discriminate unfairly between Annuity purchasers if and when we reduce any
fees and charges.

PURCHASING YOUR ANNUITY

REQUIREMENTS FOR PURCHASING THE ANNUITY

Initial Purchase Payment: Unless we agree otherwise and subject to our rules,
you must make an initial Purchase Payment of at least $10,000 for the [ ]
Series. However, if you decide to make payments under a systematic investment
or an electronic funds transfer program, we may accept a lower initial Purchase
Payment provided that, within the first Annuity Year, your subsequent Purchase
Payments plus your initial Purchase Payment total the minimum initial Purchase
Payment amount required for the Annuity purchased.

We must approve any initial and additional Purchase Payments where the total
amount of Purchase Payments equal $1,000,000 or more with respect to this
Annuity and any other annuities you are purchasing from us (or that you already
own) and/or our affiliates. Applicable laws designed to counter terrorists and
prevent money laundering might, in certain circumstances, require us to block
an Annuity Owner's ability to make certain transactions, and thereby refuse to
accept Purchase Payments or requests for transfers, partial withdrawals, total
withdrawals, death benefits, or income payments until instructions are received
from the appropriate regulator. We also may be required to provide additional
information about you and your Annuity to government regulators.

deduct money directly from your bank account. We may reject any payment if it
is received in an unacceptable form. Our acceptance of a check is subject to
our ability to collect funds.

Once we accept your application, we invest your Purchase Payment in your
Annuity according to your instructions. You can allocate Purchase Payments to
one or more available Investment Options. Investment restrictions will apply if
you elect optional benefits.

Age Restrictions: Unless we agree otherwise and subject to our rules, each of
the Owner(s) and Annuitant(s) must not be older than a maximum issue age as of
the Issue Date of the Annuity, which is age 85. If you purchase a Beneficiary
Annuity, the maximum issue is 70 based on the Key Life. The availability and
level of protection of certain optional benefits may vary based on the age of
the oldest Owner (or Annuitant, if entity owned) on the Issue Date of the
Annuity or the date of the Owner's death.

Additional Purchase Payments. If allowed by applicable state law, you may make
additional Purchase Payments, provided that the payment is at least $100 (we
impose a $50 minimum for EFT purchases). We may amend this Purchase Payment
minimum, and/or limit the Investment Options to which you may direct Purchase
Payments. You may make additional Purchase Payments, unless the Annuity is held
as a Beneficiary Annuity, at any time before the earlier of the Annuity Date
and the oldest of the Owner's or Annuitant's 86th birthday. However, Purchase
Payments are not permitted after the Account Value is reduced to zero. We may
limit or reject any Purchase Payment. Depending on the tax status of your
Annuity (e.g, if you own the Annuity through an IRA), there may be annual
contribution limits dictated by applicable law. Please see the Tax
Considerations section for additional information on these contribution limits.

Additional Purchase Payments will be allocated to the Investment Options
according to your instructions. If you have not provided any allocation
instructions with the additional Purchase Payment, we will allocate the
Purchase Payment on a pro rata basis to the Sub-accounts in which your Account
Value is then allocated, excluding any Sub-accounts to which you may not
electively allocate Account Value. If your Account Value in the Sub-accounts to
which you may electively allocate Account Value is zero, we will allocate your
additional Purchase Payment to the AST Money Market Sub-account.

DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY

Owner, Annuitant and Beneficiary Designations: We will ask you to name the
Owner(s), Annuitant and one or more Beneficiaries for your Annuity.

. Owner: The Owner(s) holds all rights under the Annuity. You may name up
to two Owners in which case all ownership rights are held jointly.
Generally, joint owners are required to act jointly; however, if each
owner provides us with an instruction that we find acceptable, we will
permit each owner to act independently on behalf of both owners. All
information and documents that we are required to send you will be sent
to the first named owner. Co-ownership by entity owners or an entity
owner and an individual is not permitted. Refer to the Glossary of Terms
for a complete description of the term "Owner." Prior to annuitization,
there is no right of survivorship (other than any spousal continuance
right that may be available to a surviving spouse).

. Annuitant: The Annuitant is the person upon whose life we make annuity
payments. You must name an Annuitant who is a natural person. We do not
accept a designation of joint Annuitants during the Accumulation Period.
In limited circumstances and where allowed by law, we may allow you to
name one or more "Contingent Annuitants" with our prior approval.
Generally, a Contingent Annuitant will become the Annuitant if the
Annuitant dies before the Annuity Date. Please refer to the discussion
of "Considerations for Contingent Annuitants" in the Tax Considerations
section of the prospectus. For Beneficiary Annuities, instead of an
Annuitant there is a "Key Life" which is used to determine the annual
required distributions.

. Beneficiary: The Beneficiary is the person(s) or entity you name to
receive the Death Benefit. Your Beneficiary designation should be the
exact name of your Beneficiary, not only a reference to the
Beneficiary's relationship to you. If you use a class designation in
lieu of designating individuals (e.g. "surviving children"), we will pay
the class of Beneficiaries as determined at the time of your death and
not the class of Beneficiaries that existed at the time the designation
was made. If no Beneficiary is named, the Death Benefit will be paid to
you or your estate. For Beneficiary Annuities, instead of a Beneficiary,
the term "Successor" is used.

"Beneficiary" Annuity

You may purchase an Annuity if you are a Beneficiary of an account that was
owned by a decedent, subject to the following

requirements. You may transfer the proceeds of the decedent's account into one
of the Annuities described in this prospectus and receive distributions that
are required by the tax laws. This transfer option is not available if the
proceeds are being transferred from an annuity issued by us or one of our
affiliates and the annuity offers a "Beneficiary Continuation Option".

For IRAs and Roth IRAs, distributions must begin by December 31 of the year
following the year of the decedent's death. If you are the surviving spouse
Beneficiary, distributions may be deferred until the decedent would have
attained age 70 1/2, however if you choose to defer distributions, you are
responsible for complying with the distribution requirements under the Code,
and you must notify us when you would like distributions to begin. For
additional information regarding the tax considerations applicable to
beneficiaries of an IRA or Roth IRA, see "Required Distributions Upon Your
Death for Qualified Annuity Contracts" in the Tax Considerations section of
this prospectus.

You may take withdrawals in excess of your required distributions. Any
withdrawals you take count toward the required distribution for the year. All
applicable charges will be assessed against your Annuity, such as the Insurance
Charge and the Annual Maintenance Fee.

Please note the following additional limitations for a Beneficiary Annuity:

.. You may not elect any optional living or death benefits.

.. You may not annuitize the Annuity; no annuity options are available.

.. You may participate only in the following programs: Auto-Rebalancing, Dollar
Cost Averaging (but not the 6 or 12 Month DCA Program), or Systematic
Withdrawals.

.. You may not assign or change ownership of the Annuity, and you may not
change or designate another life upon which distributions are based. A
Beneficiary Annuity may not be co-owned.

.. The beneficial owner of the Annuity can be an individual, grantor trust, or,
for an IRA or Roth IRA, a qualified trust. In general, a qualified trust
(1) must be valid under state law; (2) must be irrevocable or became
irrevocable by its terms upon the death of the IRA or Roth IRA owner; and
(3) the Beneficiaries of the trust who are Beneficiaries with respect to the
trust's interest in this Annuity must be identifiable from the trust
instrument and must be individuals. A qualified trust may be required to
provide us with a list of all Beneficiaries to the trust (including
contingent and remainder Beneficiaries with a description of the conditions
on their entitlement), all of whom must be individuals, as of September 30th
of the year following the year of death of the IRA or Roth IRA owner, or
date of Annuity application if later. The trustee may also be required to
provide a copy of the trust document upon request. If the beneficial owner
of the Annuity is a grantor trust, distributions must be based on the life
expectancy of the grantor. If the beneficial owner of the Annuity is a
qualified trust, distributions must be based on the life expectancy of the
oldest Beneficiary under the trust.

RIGHT TO CANCEL

You may cancel (or "free look") your Annuity for a refund by notifying us in
Good Order or by returning the Annuity to our Service Office or to the
representative who sold it to you within 10 days after you receive it (or such
other period as may be required by applicable law). The Annuity can be mailed
or delivered either to us, at our Service Office, or to the representative who
sold it to you. Return of the Annuity by mail is effective on being postmarked,
properly addressed and postage prepaid. Unless otherwise required by applicable
law, the amount of the refund will equal the Account Value as of the Valuation
Day we receive the returned Annuity at our Service Office or the cancellation
request in Good Order, plus any fees or tax charges deducted from the Purchase
Payment. If you had Account Value allocated to any MVA Option upon your
exercise of the Free Look, we will calculate any applicable MVA with a zero
"liquidity factor". See the section of this prospectus entitled "Market Value
Adjustment Options" which sets forth the MVA formulas.

SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT

SALARY REDUCTION PROGRAMS

MANAGING YOUR ANNUITY

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS

You may change the Owner, Annuitant and Beneficiary designations by sending us
a request in Good Order, which will be effective when received at our Service
Office. However, if the Annuity is held as a Beneficiary Annuity, the Owner may
not be changed and you may not designate another Key Life upon which
distributions are based. Upon an ownership change, any automated investment or
withdrawal programs will be canceled. The new owner must submit the applicable
program enrollment if they wish to participate in such a program. Where allowed
by law, such changes will be subject to our acceptance. Any change we accept is
subject to any transactions processed by us before we receive the notice of
change at our Service Office. Some of the changes we will not accept include,
but are not limited to:

. a new Owner subsequent to the death of the Owner or the first of any
co-Owners to die, except where a spouse-Beneficiary has become the Owner
as a result of an Owner's death:

. a new Annuitant subsequent to the Annuity Date if the annuity option
includes a life contingency;

. a new Annuitant prior to the Annuity Date if the Owner is an entity;

. a new Owner such that the new Owner is older than the age for which we
would then issue the Annuity as of the effective date of such change,
unless the change of Owner is the result of spousal continuation; and

. a designation change if the change request is received at our Service
Office after the Annuity Date; or

. A change of Beneficiary designation if the change request is received at
our Service Office after the Annuity Date.

Death Benefit Suspension Upon Change of Owner or Annuitant. If there is a
change of Owner or Annuitant, the change may affect the amount of the Death
Benefit. See the Death Benefits and Optional Death Benefit Riders section of
this prospectus for additional details.

Spousal Designations

If an Annuity is co-owned by spouses, we will assume that the sole primary
Beneficiary is the surviving spouse that was named as the co-owner unless you
elect an alternative Beneficiary designation.

Depending on the state in which your annuity is issued, we may offer certain
spousal benefits to civil union couples or same-sex marriages. You should be
aware, however, that federal tax law does not recognize civil unions or
same-sex marriages. Therefore, we cannot permit a civil union partner or
same-sex spouse to continue the annuity upon the death of the first partner
within the meaning of the federal tax law. This limits the benefits afforded a
civil union partner or same-sex spouse under the annuity's "spousal
continuance" provision. Civil union couples and same-sex marriage spouses
should consider that limitation before selecting a spousal benefit under the
annuity.

Contingent Annuitant

Where the Annuity is held by a Custodial Account, the Contingent Annuitant will
not automatically become the Annuitant upon the death of the Annuitant. Upon
the death of the Annuitant, the Custodial Account will have the choice, subject
to our rules, to either elect to receive the Death Benefit or elect to continue
the Annuity. If the Custodial Account elects to continue the Annuity, the Death
Benefit payable will equal the Death Benefit described in spousal continuation
section of the Death Benefits and Optional Death Benefit Riders section of this
prospectus.

See the section above entitled "Spousal Designations" for more information
about how the Annuity can be continued by a Custodial Account.

MANAGING YOUR ACCOUNT VALUE

There are several programs we administer to help you manage your Account Value,
as described in this section.

DOLLAR COST AVERAGING PROGRAMS

We offer Dollar Cost Averaging Programs during the Accumulation Period. In
general, Dollar Cost Averaging allows you to systematically transfer an amount
periodically from one Sub-account to one or more other Sub-accounts. You can
choose to transfer earnings only, principal plus earnings or a flat dollar
amount. You may elect a Dollar Cost Averaging program that transfers amounts
monthly, quarterly, semi-annually, or annually from Sub-accounts (if you make
no selection, we will effect transfers on a monthly basis). In addition, you
may elect the 6 or 12 Month DCA Program described below.

6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM (THE "6 OR 12 MONTH DCA PROGRAM")

The 6 or 12 Month DCA Program is subject to our rules at the time of election
and may not be available in conjunction with other programs and benefits we
make available. We may discontinue, modify or amend this program from time to
time.

Criteria for Participating in the Program

. You may only allocate Purchase Payments to the DCA MVA Options. You may
not transfer Account Value into this program. To institute a program,
you must allocate at least $2,000 to the DCA MVA Options.

. As part of your election to participate in the 6 or 12 Month DCA
Program, you specify whether you want 6 or 12 monthly transfers under
the Program. We then set the monthly transfer amount, by dividing the
Purchase Payment you have allocated to the DCA MVA Options by the number
of months. For example, if you allocated $6,000, and selected a 6 month
DCA Program, we would transfer $1,000 each month. We will adjust the
monthly transfer amount if, during the transfer period, the amount
allocated to the DCA MVA Options is reduced. In that event, we will
re-calculate the amount of each remaining transfer by dividing the
amount in the DCA MVA Option (including any interest) by the number of
remaining transfers. If the recalculated transfer amount is below

the minimum transfer required by the program, we will transfer the
remaining amount from the DCA MVA Option on the next scheduled transfer
and terminate the program.

. We impose no fee for your participation in the 6 or 12 Month DCA Program.

. You may cancel the DCA Program at any time. If you do, we will transfer
any remaining amount held within the DCA MVA Options according to your
instructions, subject to any applicable MVA. If you do not provide any
such instructions, we will transfer any remaining amount held in the DCA
MVA Options on a pro rata basis to the Sub-accounts in which you are
invested currently, excluding any Sub-accounts to which you are not
permitted to electively allocate or transfer Account Value. If any such
Sub-account is no longer available, we may allocate the amount that
would have been applied to that Sub-account to the AST Money Market
Sub-account.

. We credit interest to amounts held within the DCA MVA Options at the
applicable declared rates. We credit such interest until the earliest of
the following (a) the date the entire amount in the DCA MVA Option has
been transferred out; (b) the date the entire amount in the DCA MVA
Option is withdrawn; (c) the date as of which any Death Benefit payable
is determined, unless the Annuity is continued by a spouse Beneficiary;
or (d) the Annuity Date.

. The interest rate earned in a DCA MVA Option will be no less than the
minimum guaranteed interest rate. We may, from time to time, declare new
interest rates for new Purchase Payments that are higher than the
minimum guaranteed interest rate. Please note that the interest rate
that we apply under the 6 or 12 Month DCA Program is applied to a
declining balance. Therefore, the dollar amount of interest you receive
will decrease as amounts are systematically transferred from the DCA MVA
Option to the Sub-accounts, and the effective interest rate earned will
therefore be less than the declared interest rate.

Details Regarding Program Transfers

. Transfers made under this Program are not subject to any MVA.

. Any withdrawals, transfers, or fees deducted from the DCA MVA Options
will reduce the amount in the DCA MVA Options. If you have only one 6 or
12 Month DCA Program in operation, withdrawals, transfers, or fees may
be deducted from the DCA MVA Options associated with that Program. You
may, however, have more than one 6 or 12 Month DCA Program operating at
the same time (so long as any such additional 6 or 12 Month DCA Program
is of the same duration). For example, you may have more than one 6
month DCA Program running, but may not have a 6 month Program running
simultaneously with a 12 month Program.

. 6 or 12 Month DCA transfers will begin on the date the DCA MVA Option is
established (unless modified to comply with state law) and on each month
following until the entire principal amount plus earnings is transferred.

. We do not count transfers under the 6 or 12 Month DCA Program against
the number of free transfers allowed under your Annuity.

. The minimum transfer amount is $100, although we will not impose that
requirement with respect to the final amount to be transferred under the
Program.

. If you are not participating in an optional benefit, we will make
transfers under the 6 or 12 month DCA Program to the Sub-accounts that
you specified upon your election of the Program. If you are
participating in any optional benefit, we will allocate amounts
transferred out of the DCA MVA Options in the following manner: (a) if
you are participating in the Custom Portfolios Program, we will allocate
to the Sub-accounts in accordance with the rules of that program (b) if
you are not participating in the Custom Portfolios Program, we will make
transfers under the Program to the Sub-accounts that you specified upon
your election of the Program, provided those instructions comply with
the allocation requirements for the optional benefit and (c) whether or
not you participate in the Custom Portfolios Program, no portion of our
monthly transfer under the 6 or 12 Month DCA Program will be directed
initially to the AST Investment Grade Bond Portfolio Sub-account used
with the optional benefit (although the DCA MVA Option is treated as a
"Permitted Sub-account" for purposes of transfers made by any
predetermined mathematical formula associated with the optional benefit).

. If you are participating in an optional benefit and also are
participating in the 6 or 12 Month DCA Program, and the formula under
the benefit dictates a transfer from the Permitted Sub-accounts to the
applicable AST Investment Grade Bond Portfolio Sub-account, then the
amount to be transferred will be taken entirely from the Sub-accounts,
provided there is sufficient Account Value in those Sub-accounts to meet
the required transfer amount. Only if there is insufficient Account
Value in those Sub-accounts will an amount be transferred from the DCA
MVA Options associated with the 6 or 12 Month DCA Program. Amounts
transferred from the DCA MVA Options under the formula will be taken on
a last-in, first-out basis.

. If you are participating in one of our automated withdrawal programs
(e.g., Systematic Withdrawals), we may include within that withdrawal
program amounts held within the DCA MVA Options. Such withdrawals will
be assessed any applicable MVA. If you have elected any optional living
benefit, any withdrawals will be taken on a pro rata basis from your
Sub-accounts and the DCA MVA Options.

AUTOMATIC REBALANCING PROGRAMS

During the Accumulation Period, we offer Automatic Rebalancing among the
Sub-accounts you choose. You can choose to have your

Account Value rebalanced monthly, quarterly, semi-annually, or annually. On the
appropriate date, the Sub-accounts you choose are rebalanced to the allocation
percentages you requested. With Automatic Rebalancing, we transfer the
appropriate amount from the "overweighted" Sub-accounts to the "underweighted"
Sub-accounts to return your allocations to the percentages you request. For
example, over time the performance of the Sub-accounts will differ, causing
your percentage allocations to shift. You may make additional transfers;
however, the Automatic Rebalancing program will not reflect such transfers
unless we receive instructions from you indicating that you would like to
adjust the program. There is no minimum Account Value required to enroll in
Automatic Rebalancing. All rebalancing transfers as part of an Automatic
Rebalancing program are not included when counting the number of transfers each
year toward the maximum number of free transfers. We do not deduct a charge for
participating in an Automatic Rebalancing program. Participation in the
Automatic Rebalancing program may be restricted if you are enrolled in certain
other optional programs. Sub-accounts that are part of a systematic withdrawal
program or Dollar Cost Averaging program will be excluded from an Automatic
Rebalancing program.

AUTHORIZATION OF A THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT

This Annuity is intended to be used where you have engaged your own investment
advisor to provide advice regarding the allocation of your Account Value. Such
an investment advisor may be a firm or person appointed by us, or whose
affiliated broker-dealers are appointed by us, as authorized sellers of the
Annuity. Even if this is the case, however, please note that the investment
advisor you engage to provide advice and/or make transfers for you, is not
acting on our behalf, but rather is acting on your behalf. We do not offer
advice about how to allocate your Account Value under any circumstance. As
such, we are not responsible for any recommendations such investment advisors
make, any investment models or asset allocation programs they choose to follow
or any specific transfers they make on your behalf.

Any fee that is charged by your investment advisor is in addition to the fees
and expenses that apply under your Annuity. Please be aware that if you
authorize your investment advisor to withdraw amounts from your Annuity to pay
for the investment advisor's fee, such fee deduction will be treated a
withdrawal. As with any other withdrawal from your Annuity, you may incur
adverse tax consequences, and/or an MVA. Additionally, any of the various
living and death benefit guarantees, such as those provided by Highest Daily
Lifetime 6 Plus, would be reduced in accordance with the provisions of those
benefits.

We are not a party to the agreement you have with your investment advisor, and
do not verify that amounts withdrawn from your Annuity, including amounts
withdrawn to pay for the investment advisor's fee, are within the terms of your
agreement with your investment advisor. You will, however, receive
confirmations of transactions that affect your Annuity that among other things
reflect advisory fees deducted from your Account Value. It is your
responsibility to arrange for the payment of the advisory fee charged by your
investment advisor. Similarly, it is your responsibility to understand the
advisory services provided by your investment advisor and the advisory fees
charged for those services.

Special Rules for Distributions to Pay Advisory Fees

We treat partial withdrawals to pay advisory fees as taxable distributions
unless your Annuity is being used in conjunction with a "qualified" retirement
plan (plans meeting the requirements of Sections 401, 403 or 408 of the Code).

FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS

RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS

During the accumulation period you may transfer Account Value between
Investment Options subject to the restrictions outlined below. Transfers are
not subject to taxation on any gain. We do not currently require a minimum
amount in each Sub-account you allocate Account Value to at the time of any
allocation or transfer. Although we do not currently impose a minimum transfer
amount, we reserve the right to require that any transfer be at least $50.

Transfers under this Annuity consist of those you initiate or those made under
a systematic program, such as the 6 or 12 Month DCA Program, another dollar
cost averaging program, or pursuant to a mathematical formula required as part
of an optional benefit (e.g., Highest Daily Lifetime 6 Plus). The transfer
restrictions discussed in this section apply only to the former type of
transfer (i.e., a transfer that you initiate).

Once you have made 20 transfers among the Sub-accounts during an Annuity Year,
we will accept any additional transfer request during that year only if the
request is submitted to us in writing with an original signature and otherwise
is in Good Order. For purposes of this 20 transfer limit, we (i) do not view a
facsimile transmission as a "writing", (ii) will treat multiple transfer
requests submitted on the same Valuation Day as a single transfer, and (iii) do
not count any transfer that solely involves Sub-accounts corresponding to any
ProFund portfolio and/or the AST Money Market Portfolio, or any transfer that
involves one of our systematic programs, such as automated withdrawals.

Frequent transfers among Sub-accounts in response to short-term fluctuations in
markets, sometimes called "market timing," can make it very difficult for a
portfolio manager to manage a portfolio's investments. Frequent transfers may
cause the portfolio to hold more cash than otherwise necessary, disrupt
management strategies, increase transaction costs, or affect performance. Each
Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
transfers (i.e., the Sub-account corresponding to the AST Money Market
portfolio), and we encourage Owners seeking frequent transfers to utilize those
Sub-accounts. In light of the risks posed to Owners and other investors by
frequent transfers, we reserve the right to limit the number of transfers in
any Annuity Year for all existing or new Owners and to take the other actions
discussed below. We also reserve the right to limit the number of transfers in
any Annuity Year or to refuse any transfer request for an Owner or certain
Owners if: (a) we believe that excessive transfer activity (as we define it) or
a specific transfer request or group of transfer requests may have a
detrimental effect on Unit Values or the share prices of the portfolios; or
(b) we are informed by a portfolio (e.g., by the portfolio's portfolio manager)
that the purchase or redemption of shares in the portfolio must be restricted
because the portfolio believes the transfer activity to which such purchase and
redemption relates would have a detrimental effect on the share prices of the
affected portfolio. Without limiting the above, the most likely scenario where
either of the above could occur would be if the aggregate amount of a trade or
trades represented a relatively large proportion of the total assets of a
particular portfolio. In furtherance of our general authority to restrict
transfers as described above, and without limiting other actions we may take in
the future, we have adopted the following specific restrictions:

.. With respect to each Sub-account (other than the AST Money Market
Sub-account, or a Sub-account corresponding to a ProFund portfolio), we
track amounts exceeding a certain dollar threshold that were transferred
into the Sub-account. If you transfer such amount into a particular
Sub-account, and within 30 calendar days thereafter transfer (the "Transfer
Out") all or a portion of that amount into another Sub-account, then upon
the Transfer Out, the former Sub-account becomes restricted (the "Restricted
Sub-account"). Specifically, we will not permit subsequent transfers into
the Restricted Sub-account for 90 calendar days after the Transfer Out if
the Restricted Sub-account invests in a non-international portfolio, or 180
calendar days after the Transfer Out if the Restricted Sub-account invests
in an international portfolio. For purposes of this rule, we (i) do not
count transfers made in connection with one of our systematic programs, such
as asset allocation or automated withdrawals; (ii) do not count any transfer
that solely involves the AST Money Market Portfolio or a ProFund VP
Portfolio; and (iii) do not categorize as a transfer the first transfer that
you make after the Issue Date, if you make that transfer within 30 calendar
days after the Issue Date. Even if an amount becomes restricted under the
foregoing rules, you are still free to redeem the amount from your Annuity
at any time.

If we deny one or more transfer requests under the foregoing rules, we will
inform you or your Financial Professional promptly of the circumstances
concerning the denial.

There are contract owners of different variable annuity contracts that are
funded through the same Separate Account that may not be subject to the
above-referenced transfer restrictions and, therefore, might make more numerous
and frequent transfers than contract owners who are subject to such
limitations. Finally, there are contract owners of other variable annuity
contracts or variable life contracts that are issued by Pruco Life as well as
other insurance companies that have the same underlying mutual fund portfolios
available to them. Since some contract owners are not subject to the same
transfer restrictions, unfavorable consequences associated with such frequent
trading within the underlying mutual fund (e.g., greater portfolio turnover,
higher transaction costs, or performance or tax issues) may affect all contract
owners. Similarly, while contracts managed by a Financial Professional are
subject to the restrictions on transfers

between investment options that are discussed above, if the advisor manages a
number of contracts in the same fashion unfavorable consequences may be
associated with management activity since it may involve the movement of a
substantial portion of an underlying mutual fund's assets which may affect all
contract owners invested in the affected options. Apart from
jurisdiction-specific and contract differences in transfer restrictions, we
will apply these rules uniformly (including contracts managed by a Financial
Professional) and will not waive a transfer restriction for any Owner.

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

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

A portfolio also may assess a short term trading fee (redemption fee) in
connection with a transfer out of the Sub-account investing in that portfolio
that occurs within a certain number of days following the date of allocation to
the Sub-account. Each portfolio determines the amount of the short term trading
fee and when the fee is imposed. The fee is retained by or paid to the
portfolio and is not retained by us. The fee will be deducted from your Account
Value, to the extent allowed by law. At present, no portfolio has adopted a
short-term trading fee.

ACCESS TO ACCOUNT VALUE

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU

During the Accumulation Period you can access your Account Value through
partial withdrawals, Systematic Withdrawals, and where required for tax
purposes, Required Minimum Distributions. You can also surrender your Annuity
at any time. Depending on your instructions, we may deduct the Annual
Maintenance Fee, any Tax Charge that applies and the charge for any optional
benefits and may impose an MVA. Unless you notify us differently as permitted,
withdrawals are taken pro rata (i.e. "pro rata" meaning that the percentage of
each Investment Option withdrawn is the same percentage that the investment
option bears to the total Account Value). Each of these types of distributions
is described more fully below.

TAX IMPLICATIONS FOR DISTRIBUTIONS

Prior to Annuitization

A distribution prior to annuitization is deemed to come first from any "gain"
in your Annuity and second as a return of your "tax basis", if any.
Distributions from your Annuity are generally subject to ordinary income
taxation on the amount of any investment gain unless the distribution qualifies
as a non-taxable exchange or transfer. If you take a distribution prior to the
taxpayer's age 59 1/2, you may be subject to a 10% penalty in addition to
ordinary income taxes on any gain. You may wish to consult a professional tax
advisor for advice before requesting a distribution.

During the Annuitization Period

During the annuitization period, a portion of each annuity payment is taxed as
ordinary income at the tax rate you are subject to at the time of the payment.
The Code and regulations have "exclusionary rules" that we use to determine
what portion of each annuity payment should be treated as a return of any tax
basis you have in your Annuity. Once the tax basis in your Annuity has been
distributed, the remaining annuity payments are taxable as ordinary income. The
tax basis in your Annuity may be based on the tax-basis from a prior contract
in the case of a 1035 exchange or other qualifying transfer.

For more information, see "Tax Considerations".

SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD

You can receive Systematic Withdrawals of earnings only, or a flat dollar
amount. Systematic Withdrawals may be subject to an MVA.

We will withdraw systematic withdrawals from the investment options you have
designated. Unless you notify us differently as permitted, withdrawals are
taken pro rata based on the Account Value in the Investment Options at the time
we receive your withdrawal request (i.e. "pro rata" meaning that the percentage
of each Investment Option withdrawn is the same percentage that the Investment
Option bears to the total Account Value).

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE

If your Annuity is used as a funding vehicle for certain retirement plans that
receive special tax treatment under Sections 401, 403(b), 408 or 408A of the
Code, Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive
distributions as a series of "substantially equal periodic payments." For
Annuities issued as non-qualified annuities, the Code may provide a similar
exemption from penalty under Section 72(q) of the Code. To request a program
that complies with Sections 72(t)/72(q), you must provide us with certain
required information in writing on a form acceptable to us. We may require
advance notice to allow us to calculate the amount of 72(t)/72(q) withdrawals.
There is no minimum Surrender Value we require to allow you to begin a program
for withdrawals under Sections 72(t)/72(q). The minimum amount for any such
withdrawal is $100 and payments may be made monthly, quarterly, semi-annually
or annually.

Please note that if a withdrawal under 72(t) or 72(q) was scheduled to be
effected between December 25th and December 31st of a given year, then we will
implement the withdrawal on the last Valuation Day prior to Christmas of that
year.

REQUIRED MINIMUM DISTRIBUTIONS

You may also annuitize your Annuity and begin receiving payments for the
remainder of your life (or life expectancy) as a means of receiving income
payments and satisfying the Required Minimum Distribution provisions under the
Code. Please see " Living Benefits" for further information relating to
Required Minimum Distributions if you own that benefit.

In any year in which the requirement to take Required Minimum Distributions is
suspended by law, we reserve the right, in our sole discretion and regardless
of any position taken on this issue in a prior year, to treat any amount that
would have been considered as a Required Minimum Distribution if not for the
suspension as eligible for treatment as described herein.

Please note that if a Required Minimum Distribution was scheduled to be
effected between December 25th and December 31st of a given year, then we will
implement the Required Minimum Distribution on the last Valuation Day prior to
Christmas of that year.

See "Tax Considerations" for a further discussion of Required Minimum
Distributions.

SURRENDERS

SURRENDER VALUE

During the Accumulation Period you can surrender your Annuity at any time, and
you will receive the Surrender Value. Upon surrender of your Annuity, you will
no longer have any rights under the surrendered Annuity. Your Surrender Value
is equal to the Account Value (which includes the effect of any MVA) less any
applicable tax charges, any charges assessable as a deduction from the Account
Value for any optional benefits provided by rider or endorsement, and any
Annual Maintenance Fee.

ANNUITY OPTIONS

We currently make annuity options available that provide fixed annuity
payments. Fixed options provide the same amount with each payment. Please refer
to the "Living Benefits" section below for a description of annuity options
that are available when you elect one of the living benefits. Please note that
annuitization involves converting your Account Value to an annuity payment
stream, the length of which depends on the terms of the applicable annuity
option. Thus, once annuity payments begin, your death benefit is determined
solely under the terms of the applicable annuity payment option, and you no
longer participate in any optional living benefit (unless you have annuitized
under that benefit).

You may choose an Annuity Date, an annuity option, and the frequency of annuity
payments. You may change your choices before the Annuity Date. The "Latest
Annuity Date" must be no later than the first day of the calendar month nest
following the 95th birthday of the oldest of any Owner and Annuitant (whichever
occurs first). Certain annuity options may not be available depending on the
age of the Annuitant. If needed, we will require proof in Good Order of the
Annuitant's age before commencing annuity payments. Likewise, we may require
proof in Good Order that an Annuitant is still alive, as a condition of our
making additional annuity payments while the Annuitant lives. We will seek to
recover life income annuity payments that we made after the death of the
Annuitant.

If the initial annuity payment would be less than $100, we will not allow you
to annuitize. Instead, we will pay you your current Unadjusted Account Value in
a lump sum and terminate your Annuity. Similarly, we reserve the right to pay
your Unadjusted Account Value in a lump sum, rather than allow you to
annuitize, if the surrender value of your Annuity is less than $2000 on the
date on which you would annuitize.

Once annuity payments begin, you no longer receive benefits under any optional
living benefit (unless you have annuitized under that benefit) or the Death
Benefit(s) described below.

Certain of these annuity options may be available to Beneficiaries who choose
to receive the Death Benefit proceeds as a series of payments instead of a lump
sum payment.

Please note that you may not annuitize within the first three Annuity Years.

For Beneficiary Annuities, no annuity payments are available and all references
to an Annuity Date are not applicable.

Option 1

Option 2

Life Income Annuity Option With a Period Certain: Under this option, income is
payable monthly, quarterly, semiannually, or annually for the number of years
selected (the "period certain"), subject to our then current rules, and
thereafter until the death of the Annuitant. Should the Annuitant die before
the end of the period certain, the remaining period certain payments are paid
to the named Beneficiary, or your estate if no Beneficiary is named, until the
end of the period certain. If an annuity option is not selected by the Annuity
Date, this is the option we will automatically select for you, using a period
certain of 8 years, unless prohibited by applicable law. If the Annuitant's
life expectancy is less than the period certain, we will institute a shorter
period certain, determined according to

applicable IRS tables. If the life income annuity option is prohibited by
applicable law, then we will pay you a lump sum in lieu of this option.

Other Annuity Options

We may make available other annuity options not described above. At the time
annuity payments are chosen, we may make available to you any of the fixed
annuity options that are offered at your Annuity Date. Currently, we make
available one annuity option that makes payments for the life of the Annuitant,
and another annuity option that makes payments for the life of the Annuitant
and his/her spouse. Under the payments for life option, income is payable
periodically until the death of the Annuitant. The Annuitant is the person or
persons upon whose life annuity payments are based. No additional annuity
payments are made after the death of the Annuitant. Since no minimum number of
payments is guaranteed, this option offers the largest potential number of
periodic payments of the life contingent annuity options. It is possible that
only one payment will be payable if the death of the Annuitant occurs before
the date the second payment was due, and no other payments nor death benefits
would be payable. Under the payments based on joint lives option, income is
payable periodically during the joint lifetime of two Annuitants, ceasing with
the last payment prior to the survivor's death. No minimum number of payments
is guaranteed under this option. It is possible that only one payment will be
payable if the death of all the Annuitants occurs before the date the second
payment was due, and no other payments or death benefits would be payable. We
reserve the right to cease offering those life-only annuity options.

CHOOSING THE ANNUITY PAYMENT OPTION

LIVING BENEFITS

.. protecting a principal amount from decreases in value due to investment
performance;

.. guaranteeing a minimum amount of growth will be applied to your principal,
if it is to be used as the basis for lifetime withdrawals; or

.. providing spousal continuation of certain benefits.

The "living benefits" are as follows:

.. Highest Daily Lifetime 6 Plus Income Benefit

.. Highest Daily Lifetime 6 Plus Income Benefit with Lifetime Income Accelerator

.. Spousal Highest Daily Lifetime 6 Plus Income Benefit

. Guaranteed Return Option Plus II (GRO Plus II)

.. Highest Daily Guaranteed Return Option II (HD GRO II)

Here is a general description of each kind of living benefit that exists under
this Annuity:

Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits are designed
for someone who wants a guaranteed lifetime income stream through withdrawals
over time, rather than by annuitizing. Please note that there is a Latest
Annuity Date under your Annuity, by which date annuity payments must commence.

Please refer to the benefit description that follows for a complete description
of the terms, conditions and limitations of each optional benefit. See the
chart in the "Investment Options" section of the prospectus for a list of
Investment Options available and permitted with each benefit. You should
consult with your Financial Professional to determine if any of these optional
benefits may be appropriate for you based on your financial needs. As is the
case with optional living benefits in general, the fulfillment of our guarantee
under these benefits is dependent on our claims-paying ability.

Termination of Existing Benefits and Election of New Benefits

If you elect an optional living benefit, you may subsequently terminate the
benefit and elect one of the then currently available benefits, subject to
availability of the benefit at that time and our then current rules. There is
currently no waiting period for such an election (you may elect a new benefit
beginning on the next Valuation Day), provided that upon such an election, your
Account Value must be allocated to the Investment Options prescribed for the
optional benefit. We reserve the right to waive, change and/or further limit
availability and election frequencies in the future. Check with your Financial
Professional regarding the availability of re-electing or electing a benefit
and any waiting period. The benefit you re-elect or elect may be more expensive
than the benefit you are terminating. Note that once you terminate an existing
benefit, you lose the guarantees that you had accumulated under your existing
benefit and will begin the new guarantees under the new benefit you elect based
on your Unadjusted Account Value as of the date the new benefit becomes
effective. You should carefully consider whether terminating your existing
benefit and electing a new benefit is appropriate for you.

No MVA Options are permitted if you elect any Optional Living Benefit. The DCA
MVA Options are not available with GRO Plus II and HD GRO II.

HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT (HD 6 Plus)

Highest Daily Lifetime 6 Plus is a lifetime guaranteed minimum withdrawal
benefit, under which, subject to the terms of the benefit, we guarantee your
ability to take a certain annual withdrawal amount for life.

We offer a benefit that guarantees until the death of the single designated
life (the Annuitant) the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial value (the "Protected
Withdrawal Value") regardless of the impact of Sub-account performance on the
Unadjusted Account Value, subject to our rules regarding the timing and amount
of withdrawals. You are guaranteed to be able to withdraw the Annual Income
Amount for the rest of your life provided that you do not take withdrawals of
excess income that resulted in your Unadjusted Account Value being reduced to
zero. We also permit you to designate the first withdrawal from your Annuity as
a one-time "Non-Lifetime Withdrawal". All other withdrawals from your Annuity
are considered a "Lifetime Withdrawal" under the benefit. Highest Daily
Lifetime 6 Plus may be appropriate if you intend to make periodic withdrawals
from your Annuity, and wish to ensure that Sub-account performance will not
affect your ability to receive annual payments. You are not required to take
withdrawals as part of the benefit -the guarantees are not lost if you withdraw
less than the maximum allowable amount each year under the rules of the
benefit. An integral component of Highest Daily Lifetime 6 Plus is the
predetermined mathematical formula we employ that may periodically transfer
your Unadjusted Account Value to and from the AST Investment Grade Bond
Sub-account. See the section below entitled "How Highest Daily Lifetime 6 Plus
Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and the
AST Investment Grade Bond Sub-account."

The income benefit under Highest Daily Lifetime 6 Plus currently is based on a
single "designated life" who is at least 45 years old on the date that the
benefit is acquired. The Highest Daily Lifetime 6 Plus Benefit is not available
if you elect any other optional living benefit, although you may elect any
optional death benefit. As long as your Highest Daily Lifetime 6 Plus Benefit
is in effect, you must allocate your Unadjusted Account Value in accordance
with the permitted Sub-accounts and other investment option(s) available with
this benefit. For a more detailed description of the permitted investment
options, see the "Investment Options" section.

You may also participate in the 6 or 12 Month DCA Program if you elect Highest
Daily Lifetime 6 Plus.

Key Feature - Protected Withdrawal Value

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during
the calendar day(s) between the Prior Valuation Day and the Current
Valuation Day (i.e., one day for successive Valuation Days, but more than
one calendar day for Valuation Days that are separated by weekends and/or
holidays), plus the amount of any Purchase Payment made on the Current
Valuation Day (the Periodic Value is proportionally reduced for any
Non-Lifetime Withdrawal); and

(2) the Unadjusted Account Value on the current Valuation Day.

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) below (proportionally reduced for any
Non-Lifetime Withdrawals):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
the Unadjusted Account Value on the effective date of the benefit
including any Purchase Payments made on that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
all Purchase Payments made within one year following the effective
date of the benefit; and

In the rider for this benefit, as respects the preceding paragraph, we use the
term "Guaranteed Base Value" to refer to the Unadjusted Account Value on the
effective date of the benefit, plus the amount of any "adjusted" Purchase
Payments made within one year after the effective date of the benefit.
"Adjusted" Purchase Payments means Purchase Payments we receive, decreased by
any fees or tax charges deducted from such Purchase Payments upon allocation to
the Annuity.

Once the first Lifetime Withdrawal is made, the Protected Withdrawal Value at
any time is equal to the greater of (i) the Protected Withdrawal Value on the
date of the first Lifetime Withdrawal, increased for subsequent Purchase
Payments and reduced for subsequent Lifetime Withdrawals, and (ii) the highest
daily Account Value upon any step-up, increased for subsequent Purchase
Payments and reduced for subsequent Lifetime Withdrawals (see below).

Key Feature - Annual Income Amount under the Highest Daily Lifetime 6 Plus
Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the Annuitant
on the date of the first Lifetime Withdrawal after election of the benefit. The
percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages 59 1/2-79,
and 6% for ages 80 or older. (Note that for purposes of the age tiers used with
this benefit, we deem the Annuitant to have reached age 59 1/2 on the 183rd
day after his/her 59th birthday). Under the Highest Daily Lifetime 6 Plus
benefit, if your cumulative Lifetime Withdrawals in an Annuity Year are less
than or equal to the Annual Income Amount, they will not reduce your Annual
Income Amount in subsequent Annuity Years, but any such withdrawals will reduce
the Annual Income Amount on a dollar-for-dollar basis in that Annuity Year and
also will reduce the Protected Withdrawal Value on a dollar-for-dollar basis.
If your cumulative Lifetime Withdrawals in an Annuity Year are in excess of the
Annual Income Amount ("Excess Income"), your Annual Income Amount in subsequent
years will be reduced (except with regard to Required Minimum Distributions for
this Annuity that comply with our rules) by the result of the ratio of the
Excess Income to the Account Value immediately prior to such withdrawal (see
examples of this calculation below). Excess Income also will reduce the
Protected Withdrawal Value by the same ratio. Reductions are based on the
actual "gross" amount of the withdrawal, including any MVA (positive or
negative) that may apply. Thus, you should be aware that if you ask to receive
a specified withdrawal amount that itself is not deemed Excess Income, with the
understanding that any MVA applicable to that withdrawal will be assessed from
your remaining Unadjusted Account Value, the total amount of the withdrawal may
result in the withdrawal being treated as Excess Income.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

based on the age of the Annuitant at the time of the first Lifetime Withdrawal
(the percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages 59
1/2-79 and 6% for ages 80 and older) and (ii) increase the Protected Withdrawal
Value by the amount of the Purchase Payment.

If your Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount is being increased in an unintended fashion. Among the factors we
will use in making a determination as to whether an action is designed to
increase the Annual Income Amount in an unintended fashion is the relative size
of additional Purchase Payment(s). We reserve the right to not accept
additional Purchase Payments if we are not then offering this benefit for new
elections. We will exercise such reservation of right for all annuity
purchasers in the same class in a nondiscriminatory manner.

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
Daily Lifetime 6 Plus. As detailed in this paragraph, the Highest Daily Auto
Step-Up feature can result in a larger Annual Income Amount subsequent to your
first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
immediately after your first Lifetime Withdrawal under the benefit.
Specifically, upon the first such Annuity Anniversary, we identify the
Unadjusted Account Value on each Valuation Day within the immediately preceding
Annuity Year after your first Lifetime Withdrawal. Having identified the
highest daily value (after all daily values have been adjusted for subsequent
Purchase Payments and withdrawals), we then multiply that value by a percentage
that varies based on the age of the Annuitant on the Annuity Anniversary as of
which the step-up would occur. The percentages are: 4% for ages 45 - less than
59 1/2; 5% for ages 59 1/2-79, and 6% for ages 80 and older. If that value
exceeds the existing Annual Income Amount, we replace the existing amount with
the new, higher amount. Otherwise, we leave the existing Annual Income Amount
intact. The Unadjusted Account Value on the Annuity Anniversary is considered
the last daily step-up value of the Annuity Year. All daily valuations and
annual step-ups will only occur on a Valuation Day. In later years (i.e., after
the first Annuity Anniversary after the first Lifetime Withdrawal), we
determine whether an automatic step-up should occur on each Annuity
Anniversary, by performing a similar examination of the Unadjusted Account
Values that occurred on Valuation Days during the year. Taking Lifetime
Withdrawals could produce a greater difference between your Protected
Withdrawal Value and your Unadjusted Account Value, which may make a Highest
Daily Auto Step-up less likely to occur. At the time that we increase your
Annual Income Amount, we also increase your Protected Withdrawal Value to equal
the highest daily value upon which your step-up was based only if that results
in an increase to the Protected Withdrawal Value. Your Protected Withdrawal
Value will never be decreased as a result of an income step-up. If, on the date
that we implement a Highest Daily Auto Step-Up to your Annual Income Amount,
the charge for Highest Daily Lifetime 6 Plus has changed for new purchasers,
you may be subject to the new charge at the time of such step-up. Prior to
increasing your charge for Highest Daily Lifetime 6 Plus upon a step-up, we
would notify you, and give you the opportunity to cancel the automatic step-up
feature. If you receive notice of a proposed step-up and accompanying fee
increase, you should consult with your Financial Professional and carefully
evaluate whether the amount of the step-up justifies the increased fee to which
you will be subject.

The Highest Daily Lifetime 6 Plus benefit does not affect your ability to take
withdrawals under your Annuity, or limit your ability to take withdrawals that
exceed the Annual Income Amount. Under Highest Daily Lifetime 6 Plus, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to
the Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual
Income Amount on a dollar-for-dollar basis in that Annuity Year. If your
cumulative Lifetime Withdrawals in any Annuity Year are less than the Annual
Income Amount, you cannot carry over the unused portion of the Annual Income
Amount to subsequent Annuity Years.

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Highest Daily Lifetime 6
Plus benefit or any other fees and charges under the Annuity. Assume the
following for all three examples:

.. The Issue Date is November 1, 2010

.. The Highest Daily Lifetime 6 Plus benefit is elected on August 1, 2011

.. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $6,000 (since the designated life is between the
ages of 59 1/2 and 79 at the time of the first Lifetime Withdrawal, the Annual
Income Amount is 5% of the Protected Withdrawal Value, in this case 5% of
$120,000). Assuming $2,500 is withdrawn from the Annuity on this date, the
remaining Annual Income Amount for that Annuity Year (up to and including
October 31, 2011) is $3,500. This is the result of a dollar-for-dollar
reduction of the Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Unadjusted Account Value at the time and
immediately prior to this withdrawal is $118,000. The first $3,500 of this
withdrawal reduces the Annual Income Amount for that Annuity Year to $0. The
remaining withdrawal amount of $1,500 - reduces the Annual Income Amount in
future Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Unadjusted Account Value immediately prior to the excess
withdrawal. (Note that if there are other future withdrawals in that Annuity
Year, each would result in another proportional reduction to the Annual Income
Amount).

Here is the calculation:

Unadjusted Account Value before Lifetime Withdrawal $118,000.00
Less amount of "non" excess withdrawal $3,500.00
Unadjusted Account Value immediately before excess withdrawal of $1,500 $114,500.00
Excess withdrawal amount $,1500.00

Ratio 1.31%
Annual Income Amount $6,000.00
Less ratio of 1.31% $78.60
Annual Income Amount for future Annuity Years $5,921.40

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the
Annual Income Amount is stepped-up if the appropriate percentage (based on the
Annuitant's age on that Annuity Anniversary) of the highest daily value since
your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
years), adjusted for withdrawals and additional Purchase Payments, is higher
than the Annual Income Amount, adjusted for excess withdrawals and additional
Purchase Payments.

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the
Annual Income Amount will be stepped up if 5% (since the designated life is
between 59 1/2 and 79 on the date of the potential step-up) of the highest
daily Account Value adjusted for withdrawals and Purchase Payments, is higher
than $5,921.40. Here are the calculations for determining the daily values.
Only the October 25 value is being adjusted for excess withdrawals as the
October 30 and October 31 Valuation Days occur after the excess withdrawal on
October 27.

Highest Daily Value
(adjusted for Adjusted Annual
Unadjusted withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
----- ------------- ----------------------- ------------------------

--------
* In this example, the Annuity Anniversary date is November 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be the Annuity Anniversary and every day
following the Annuity Anniversary. The Annuity Anniversary Date of
November 1 is considered the first Valuation Date in the Annuity Year.
** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
$5,950.00. This amount is adjusted on October 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Unadjusted Account Value of $119,000 on October 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in Unadjusted Account Value of
$115,500 before the excess withdrawal.

. This amount ($115,500) is further reduced by 1.31% (this is the ratio in
the above example which is the excess withdrawal divided by the
Unadjusted Account Value immediately preceding the excess withdrawal)
resulting in a Highest Daily Value of $113,986.95.

. The Unadjusted Annual Income Amount is carried forward to the next
Valuation Date of October 30. At this time, we compare this amount to 5%
of the Unadjusted Account Value on October 30. Since the October 27
adjusted Annual Income Amount of $5,699.35 is higher than $5,650.00 (5%
of $113,000), we continue to carry $5,699.35 forward to the next and
final Valuation Date of October 31. The Unadjusted Account Value on
October 31 is $119,000 and 5% of this amount is $5,950. Since this is
higher than $5,699.35, the adjusted Annual Income Amount is reset to
$5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Highest Daily Lifetime 6 Plus. It is an optional feature of the benefit
that you can only elect at the time of your first withdrawal. The amount of the
Non-Lifetime Withdrawal cannot be more than the amount that would cause the
Annuity to be taken below the minimum Surrender Value after a withdrawal for
your Annuity. This Non-Lifetime Withdrawal will not establish your initial
Annual Income Amount and the Periodic Value described above will continue to be
calculated. However, the total amount of the withdrawal will proportionally
reduce all guarantees associated with the Highest Daily Lifetime 6 Plus
benefit. You must tell us at the time you take the withdrawal if your
withdrawal is intended to be the Non-Lifetime Withdrawal and not the first
Lifetime Withdrawal under the Highest Daily Lifetime 6 Plus benefit. If you
don't elect the Non-Lifetime Withdrawal, the first withdrawal you make will be
the first Lifetime Withdrawal that establishes your Protected Withdrawal Value
and Annual Income Amount. Once you elect to take the Non-Lifetime Withdrawal or
Lifetime Withdrawals, no additional Non-Lifetime Withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected Withdrawal
Value and the Periodic Value guarantees on the tenth and twentieth
anniversaries of the benefit effective date, described above, by the percentage
the total withdrawal amount (including any applicable MVA) represents of the
then current Account Value immediately prior to the withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

Assume the following:

The Issue Date is December 1, 2010

. The Highest Daily Lifetime 6 Plus benefit is elected on September 1, 2011

. The Account Value at benefit election was $105,000

. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Highest Daily Lifetime
6 Plus benefit

withdrawn from the Annuity on October 2, 2011 and is designated as a
Non-Lifetime Withdrawal, all guarantees associated with the Highest Daily
Lifetime 6 Plus benefit will be reduced by the ratio the total withdrawal
amount represents of the Account Value just prior to the withdrawal being taken.

Here is the calculation:

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless
the Required Minimum Distribution amount is greater than the Annual Income
Amount. Unless designated as a Non-Lifetime Withdrawal, Required Minimum
Distributions are considered Lifetime Withdrawals. If you take a withdrawal in
an Annuity Year in which your Required Minimum Distributions for that year is
not greater than the Annual Income Amount, and the amount of the withdrawal
exceeds the remaining Annual Income Amount for that year, we will treat the
withdrawal as a withdrawal of Excess Income. Such a withdrawal of Excess Income
will reduce the Annual Income Amount available in future years. If the Required
Minimum Distribution (as calculated by us for your Annuity and not previously
withdrawn in the current calendar year) is greater than the Annual Income
Amount, an amount equal to the remaining Annual Income Amount plus the
difference between the Required Minimum Distribution amount not previously
withdrawn in the current calendar year and the Annual Income Amount will be
available in the current Annuity Year without it being considered a withdrawal
of Excess Income. In the event that a Required Minimum Distribution is
calculated in a calendar year that crosses more than one Annuity Year and you
choose to satisfy the entire Required Minimum Distribution for that calendar
year in the next Annuity Year, the distribution taken in the next Annuity Year
will reduce your Annual Income Amount in that Annuity Year by the amount of the
distribution. If the Required Minimum Distribution not taken in the prior
Annuity Year is greater than the Annual Income Amount as guaranteed by the
benefit in the current Annuity Year, the total Required Minimum Distribution
amount may be taken without being treated as a withdrawal of Excess Income.

Example - Required Minimum Distributions

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being
treated as an Excess Withdrawal is $4,000: ($3,000 + ($6,000 - $5,000) =
$4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining required minimum distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset
to $5,000) without proportionally reducing all of the guarantees associated
with the Highest Daily Lifetime 6 Plus benefit as described above. The amount
you may withdraw in the subsequent Annuity Year if you stop taking withdrawals
in the current Annuity Year and choose not to satisfy the Required Minimum
Distribution in the current Annuity Year (assuming the Annual Income Amount in
the subsequent Annuity Year is $5,000), without being treated as a withdrawal
of Excess Income is $6,000. This withdrawal must comply with all IRS guidelines
in order to satisfy the Required Minimum Distribution for the current calendar
year.

Benefits Under Highest Daily Lifetime 6 Plus

zero. In subsequent Annuity Years we make payments that equal the Annual
Income Amount as described in this section. We will make payments until the
death of the single designated life. After the Account Value is reduced to
zero, you will not be permitted to make additional Purchase Payments to your
Annuity. To the extent that cumulative withdrawals in the Annuity Year that
reduced your Account Value to zero are more than the Annual Income Amount,
the Highest Daily Lifetime 6 Plus benefit terminates, and no additional
payments are made. However, if a withdrawal in the latter scenario was taken
to satisfy a Required Minimum Distribution (as described above) under the
Annuity, then the benefit will not terminate, and we will continue to pay
the Annual Income Amount in subsequent Annuity Years until the death of the
designated life.

.. Please note that if your Account Value is reduced to zero, all subsequent
payments will be treated as annuity payments. Further, payments that we make
under this benefit after the Latest Annuity Date will be treated as annuity
payments.

.. If annuity payments are to begin under the terms of your Annuity, or if you
decide to begin receiving annuity payments and there is an Annual Income
Amount due in subsequent Annuity Years, you can elect one of the following
two options:

(1) apply your Unadjusted Account Value, less any applicable tax charges,
to any annuity option available; or

.. In the absence of an election when mandatory annuity payments are to begin
we currently make annual annuity payments in the form of a single life fixed
annuity with eight payments certain, by applying the greater of the annuity
rates then currently available or the annuity rates guaranteed in your
Annuity. We reserve the right at any time to increase or decrease the
certain period in order to comply with the Code (e.g., to shorten the period
certain to match life expectancy under applicable Internal Revenue Service
tables). The amount that will be applied to provide such annuity payments
will be the greater of:

(2) the Unadjusted Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals made while the Highest Daily Lifetime 6 Plus Benefit is in
effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit will
be taken pro rata from the Sub-accounts (including the AST Investment Grade
Bond Sub-account) and the MVA Options. If you have an active Systematic
Withdrawal program running at the time you elect this benefit, the program
must withdraw funds pro-rata. The first Systematic Withdrawal that processes
after your election of the benefit will be deemed a Lifetime Withdrawal.
Withdrawals from the MVA Options may be subject to an MVA.

.. Upon inception of the benefit, 100% of your Unadjusted Account Value must be
allocated to the Permitted Sub-accounts. We may amend the Permitted
Sub-accounts from time to time. Changes to the Permitted Sub-accounts, or to
the requirements as to how you may allocate your Account Value with this
benefit, will apply to new elections of the benefit and may apply to current
participants in the benefit. To the extent that changes apply to current
participants in the benefit, they will only apply upon re-allocation of
Account Value, or upon addition of subsequent Purchase Payments. That is, we
will not require such current participants to re-allocate Account Value to
comply with any new requirements.

.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in good order, we will (i) sell units of the
non-permitted investment options and (ii) invest the proceeds of those sales
in the Sub-accounts that you have designated. During this reallocation
process, your Unadjusted Account Value allocated to the Sub-accounts will
remain exposed to investment risk, as is the case generally. The
newly-elected benefit will

commence at the close of business on the following Valuation Day. Thus, the
protection afforded by the newly-elected benefit will not arise until the
close of business on the following Valuation Day.

.. The current charge for Highest Daily Lifetime 6 Plus is 0.85% annually of
the greater of the Unadjusted Account Value and Protected Withdrawal Value.
The maximum charge for Highest Daily Lifetime 6 Plus is 1.50% annually of
the greater of the Unadjusted Account Value and Protected Withdrawal Value.
As discussed in "Highest Daily Auto Step-Up" above, we may increase the fee
upon a step-up under this benefit. We deduct this charge on quarterly
anniversaries of the benefit effective date, based on the values on the last
Valuation Day prior to the quarterly anniversary. Thus, we deduct, on a
quarterly basis, 0.2125% of the greater of the prior Valuation Day's
Unadjusted Account Value and the prior Valuation Day's Protected Withdrawal
Value. We deduct the fee pro rata from each of your Sub-accounts, including
the AST Investment Grade Bond Sub-account.

If the deduction of the charge would result in the Unadjusted Account Value
falling below the lesser of $500 or 5% of the sum of the Unadjusted Account
Value on the effective date of the benefit plus all Purchase Payments made
subsequent thereto (we refer to this as the "Account Value Floor"), we will
only deduct that portion of the charge that would not cause the Unadjusted
Account Value to fall below the Account Value Floor. If the Unadjusted Account
Value on the date we would deduct a charge for the benefit is less than the
Account Value Floor, then no charge will be assessed for that benefit quarter.
Charges deducted upon termination of the benefit may cause the Unadjusted
Account Value to fall below the Account Value Floor. If a charge for the
Highest Daily Lifetime 6 Plus benefit would be deducted on the same day we
process a withdrawal request, the charge will be deducted first, then the
withdrawal will be processed. The withdrawal could cause the Unadjusted Account
Value to fall below the Account Value Floor. While the deduction of the charge
(other than the final charge) may not reduce the Unadjusted Account Value to
zero, withdrawals may reduce the Unadjusted Account Value to zero. If this
happens and the Annual Income Amount is greater than zero, we will make
payments under the benefit.

Election of and Designations under the Benefit

For Highest Daily Lifetime 6 Plus, there must be either a single Owner who is
the same as the Annuitant, or if the Annuity is entity owned, there must be a
single natural person Annuitant. In either case, the Annuitant must be at least
45 years old. Any change of the Annuitant under the Annuity will result in
cancellation of Highest Daily Lifetime 6 Plus. Similarly, any change of Owner
will result in cancellation of Highest Daily Lifetime 6 Plus, except if (a) the
new Owner has the same taxpayer identification number as the previous owner,
(b) ownership is transferred from a custodian to the Annuitant, or vice versa
or (c) ownership is transferred from one entity to another entity that is
satisfactory to us.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Account Value) in order for you to be eligible for the benefit. Thus, you may
not elect Highest Daily Lifetime 6 Plus so long as you participate in a
systematic withdrawal program in which withdrawals are not taken pro rata.

Termination of the Benefit

The benefit automatically terminates upon the first to occur of the following:

(i) your termination of the benefit,

(ii) your surrender of the Annuity,

(iv) our receipt of Due Proof of Death of the Owner or Annuitant (for
entity-owned Annuities)

(v) both the Unadjusted Account Value and Annual Income Amount equal zero, or

(vi) you cease to meet our requirements as described in "Election of and
Designations under the Benefit" above.

Upon termination of Highest Daily Lifetime 6 Plus other than upon the death of
the Annuitant or annuitization, we impose any accrued fee for the benefit
(i.e., the fee for the pro-rated portion of the year since the fee was last
assessed), and thereafter we cease deducting the charge for the benefit. This
final charge will be deducted even if it results in the Unadjusted Account
Value falling below the Account Value Floor. With regard to your investment
allocations, upon termination we will: (i) leave intact amounts that are held
in the Permitted Sub-accounts, and (ii) unless you are participating in an
asset allocation program (i.e., Custom Portfolios Program, or 6 or 12 Month DCA
Program for which we are providing administrative support), transfer all
amounts held in the AST Investment Grade Bond Sub-account to your variable
investment options, pro rata (i.e. in the same proportion as the current
balances in your variable investment options). If, prior to the transfer from
the AST Investment Grade Bond Sub-account, the Unadjusted Account Value in the
variable investment options is zero, we will transfer such amounts to the AST
Money Market Sub-Account.

If a surviving spouse elects to continue the Annuity, the Highest Daily
Lifetime 6 Plus benefit terminates upon Due Proof of Death. The spouse may
newly elect the benefit subject to the restrictions discussed above.

How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and the
AST Investment Grade Bond Sub-Account

An integral part of Highest Daily Lifetime 6 Plus (including Highest Daily
Lifetime 6 Plus with LIA and Spousal Highest Daily lifetime 6 Plus) is the
pre-determined mathematical formula used to transfer Unadjusted Account Value
between the Permitted Sub-Accounts and a specified bond fund within the
Advanced Series Trust (the "AST Investment Grade Bond Sub-Account"). The AST
Investment Grade Bond Sub-account is available only with this benefit, and thus
you may not allocate Purchase Payments to or make transfers to or from the AST
Investment Grade Bond Sub-account. The formula monitors your Unadjusted Account
Value daily and, if dictated by the formula, systematically transfers amounts
between the Permitted Sub-accounts you have chosen and the AST Investment Grade
Bond Sub-account. The formula is set forth in Appendix B (and is described
below).

As indicated above, we limit the Sub-accounts to which you may allocate
Unadjusted Account Value if you elect Highest Daily Lifetime 6 Plus. For
purposes of these benefits, we refer to those permitted investment options as
the "Permitted Sub-accounts". Subject to availability, you may also choose to
allocate Purchase Payments while this program is in effect to the DCA MVA
Options utilized with our 6 or 12 Month Dollar Cost Averaging Program ("6 or 12
Month DCA Program"). If you are participating in Highest Daily Lifetime 6 Plus
and also are participating in the 6 or 12 Month DCA Program, and the formula
under the benefit dictates a transfer from the Permitted Sub-accounts to the
AST Investment Grade Bond Sub-account, then the amount to be transferred will
be taken entirely from the Sub-accounts, provided there is sufficient
Unadjusted Account Value in those Sub-accounts to meet the required transfer
amount. Only if there is insufficient Unadjusted Account Value in those
Sub-accounts will an amount be withdrawn from the DCA MVA Options. For purposes
of the discussion below concerning transfers from the Permitted Sub-accounts to
the AST Investment Grade Bond Sub-account, amounts held within the DCA MVA
Options are included within the term "Permitted Sub-Accounts". Thus, amounts
may be transferred from the DCA MVA Options in the circumstances described
above and in the section of the prospectus entitled 6 or 12 Month Dollar Cost
Averaging Program. Any transfer dictated by the formula out of the AST
Investment Grade Bond Sub-account will only be transferred to the Permitted
Sub-accounts, not the DCA MVA Options. We will not assess any market value
adjustment with respect to transfers under the formula from the DCA MVA Options.

Speaking generally, the formula, which is applied each Valuation Day, operates
as follows. The formula starts by identifying an income basis for that day and
then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
income amount. Note that 5% is used in the formula, irrespective of the
Annuitant's attained age. Then it produces an estimate of the total amount
targeted in our allocation model, based on the projected income amount and
factors set forth in the formula. In the formula, we refer to that value as the
"Target Value" or "L". If you have already made a withdrawal, your projected
income amount (and thus your Target Value) would take into account any
automatic step-up, any subsequent Purchase Payments , and any excess
withdrawals. Next, the formula subtracts from the Target Value the amount held
within the AST Investment Grade Bond Sub-account on that day, and divides that
difference by the amount held within the Permitted Sub-accounts That ratio,
which essentially isolates the amount of your Target Value that is not offset
by amounts held within the AST Investment Grade Bond Sub-account, is called the
"Target Ratio" or "r". If, on each of three consecutive Valuation Days, the
Target Ratio is greater than 83% but less than or equal to 84.5%, the formula
will, on such third Valuation Day, make a transfer from the Permitted
Sub-accounts in which you are invested (subject to the 90% cap discussed below)
to the AST Investment Grade Bond Sub-account. As discussed above, if all or a
portion of your Unadjusted Account Value is allocated to one or more MVA
Options at the time a transfer to the AST Investment Grade Bond Sub-account is
required under the formula, we will first look to process the transfer from the
Permitted Sub-accounts, other than the MVA Options. If the amount allocated to
the Permitted Sub-accounts is insufficient to satisfy the transfer, then any
remaining amounts will be transferred from the MVA Options. Once a transfer is
made, the three consecutive Valuation Days begin again. If, however, on any
Valuation Day, the Target Ratio is above 84.5%, the formula will make a
transfer from the Permitted Sub-accounts (subject to the 90% cap) to the AST
Investment Grade Bond Sub-account (as described above). If the Target

Ratio falls below 78% on any Valuation Day, then a transfer from the AST
Investment Grade Bond Sub account to the Permitted Sub-accounts (excluding the
MVA Options) will occur.

The formula will not execute a transfer to the AST Investment Grade Bond
Sub-account that results in more than 90% of your Unadjusted Account Value
being allocated to the AST Investment Grade Bond Sub-account ("90% cap") on
that Valuation Day. Thus, on any Valuation Day, if the formula would require a
transfer to the AST Investment Grade Bond Sub-account that would result in more
than 90% of the Unadjusted Account Value being allocated to the AST Investment
Grade Bond Sub-account, only the amount that results in exactly 90% of the
Unadjusted Account Value being allocated to the AST Investment Grade Bond
Sub-account will be transferred. Additionally, future transfers into the AST
Investment Grade Bond Sub-account will not be made (regardless of the
performance of the AST Investment Grade Bond Sub-account and the Permitted
Sub-accounts) at least until there is first a transfer out of the AST
Investment Grade Bond Sub-account. Once this transfer occurs out of the AST
Investment Grade Bond Sub-account, future amounts may be transferred to or from
the AST Investment Grade Bond Sub-account if dictated by the formula (subject
to the 90% cap). At no time will the formula make a transfer to the AST
Investment Grade Bond Sub-account that results in greater than 90% of your
Unadjusted Account Value being allocated to the AST Investment Grade Bond
Sub-account. However, it is possible that, due to the investment performance of
your allocations in the AST Investment Grade Bond Sub-account and your
allocations in the Permitted Sub-accounts you have selected, your Unadjusted
Account Value could be more than 90% invested in the AST Investment Grade Bond
Sub-account.

If you make additional Purchase Payments to your Annuity while the 90% cap is
in effect, the formula will not transfer any of such additional Purchase
Payments to the AST Investment Grade Bond Sub-account at least until there is
first a transfer out of the AST Investment Grade Bond Sub-account, regardless
of how much of your Unadjusted Account Value is in the Permitted Sub-accounts.
This means that there could be scenarios under which, because of the additional
Purchase Payments you make, less than 90% of your entire Unadjusted Account
Value is allocated to the AST Investment Grade Bond Sub-account, and the
formula will still not transfer any of your Unadjusted Account Value to the AST
Investment Grade Bond Sub-account (at least until there is first a transfer out
of the AST Investment Grade Bond Sub-account). For example,

.. On September 2, 2010 - (and at least until first a transfer is made out of
the AST Investment Grade Bond Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date you have
82% in the AST Investment Grade Bond Sub-account and 18% in the Permitted
Sub-accounts (such that $20,000 is allocated to the Permitted Sub-accounts
and $90,000 to the AST Investment Grade Bond Sub-account).

Under the operation of the formula, the 90% cap may come into and out of effect
multiple times while you participate in the benefit. We will continue to
monitor your Unadjusted Account Value daily and, if dictated by the formula,
systematically transfer amounts between the Permitted Sub-accounts you have
chosen and the AST Investment Grade Bond Sub-account as dictated by the formula.

As you can glean from the formula, investment performance of your Unadjusted
Account Value that is negative, flat, or even moderately positive may result in
a transfer of a portion of your Unadjusted Account Value in the Permitted
Sub-accounts to the AST Investment Grade Bond Sub-account because such
investment performance will tend to increase the Target Ratio. Because the
amount allocated to the AST Investment Grade Bond Sub-account and the amount
allocated to the Permitted Sub-accounts each is a variable in the formula, the
investment performance of each affects whether a transfer occurs for your
Annuity. In deciding how much to transfer, we use another formula, which
essentially seeks to re-balance amounts held in the Permitted Sub-accounts and
the AST Investment Grade Bond Sub-account so that the Target Ratio meets a
target, which currently is equal to 80%. Once you elect Highest Daily Lifetime
6 Plus, the values we use to compare to the Target Ratio will be fixed. For
newly-issued Annuities that elect Highest Daily Lifetime 6 Plus and existing
Annuities that elect Highest Daily Lifetime 6 Plus in the future, however, we
reserve the right to change such values.

Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
Anniversary does not fall on a Valuation Day, the next Valuation Day will be
used), following all of the above described daily calculations, if there is
money allocated to the AST Investment Grade Bond Sub-Account, we will perform
an additional monthly calculation to determine whether or not a transfer will
be made from the AST Investment Grade Bond Sub-account to the Permitted
Sub-accounts. This transfer will automatically occur provided that the Target
Ratio, as described above, would be less than 83% after the transfer. The
formula will not execute a transfer if the Target Ratio after this transfer
would occur would be greater than or equal to 83%.

The amount of the transfer will be equal to the lesser of:

a) The total value of all your Unadjusted Account Value in the AST Investment
Grade Bond Sub-account, or

b) An amount equal to 5% of your total Unadjusted Account Value.

While you are not notified when your Annuity reaches a transfer trigger under
the formula, you will receive a confirmation statement indicating the transfer
of a portion of your Unadjusted Account Value either to or from the AST
Investment Grade Bond Sub-account. The formula by which the transfer operates
is designed primarily to mitigate some of the financial risks that we incur in
providing the guarantee under Highest Daily Lifetime 6 Plus and Spousal Highest
Daily Lifetime 6 Plus. Depending on the results of the calculations of the
formula, we may, on any Valuation Day:

. Not make any transfer between the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account; or

. If a portion of your Unadjusted Account Value was previously allocated
to the AST Investment Grade Bond Sub-account, transfer all or a portion
of those amounts to the Permitted Sub-accounts (as described above); or

. Transfer a portion of your Unadjusted Account Value in the Permitted
Sub-accounts and the DCA MVA Options to the AST Investment Grade Bond
Sub-account.

The amount and timing of transfers to and from the AST Investment Grade Bond
Sub-account pursuant to the formula depends upon a number of factors unique
to your Annuity (and is not necessarily directly correlated with the
securities markets, bond markets, or interest rates, in general) including:

. The difference between your Unadjusted Account Value and your Protected
Withdrawal Value;

. How long you have owned Highest Daily Lifetime 6 Plus/Spousal Highest
Daily Lifetime 6 Plus;

. The performance of the Permitted Sub-accounts you have chosen

. The performance of the AST Investment Grade Bond Sub-account;

. The amount allocated to each of the Permitted Sub-accounts you have
chosen

. The amount allocated to the AST Investment Grade Bond Sub-account;

. Additional Purchase Payments, if any, you make to your Annuity; and

. Withdrawals, if any, you take from your Annuity (withdrawals are taken
pro rata from your Unadjusted Account Value).

At any given time, some, most or none of your Unadjusted Account Value will be
allocated to the AST Investment Grade Bond Sub-account, as dictated by the
formula.

The more of your Unadjusted Account Value that is allocated to the AST
Investment Grade Bond Sub-account, the greater the impact of the performance of
that Sub-account in determining whether (and how much) your Unadjusted Account
Value is transferred back to the Permitted Sub-accounts. Further, it is
possible under the formula that, if a significant portion of your Unadjusted
Account Value is allocated to the AST Investment Grade Bond Sub-account and
that Sub-account has good performance but the performance of your Permitted
Sub-accounts is negative, that the formula might transfer your Unadjusted
Account Value to the Permitted Sub-accounts. Similarly, the more you have
allocated to the Permitted Sub-accounts, the greater the impact of the
performance of those Permitted Sub-accounts will have on any transfer to the
AST Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity, they will be
allocated according to your allocation instructions. Once they are allocated to
your Annuity, they will also be subject to the formula described above and
therefore may be transferred to the AST Investment Grade Bond Portfolio, if
dictated by the formula.

Additional Tax Considerations

If you purchase an annuity as an investment vehicle for "qualified"
investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
employer plan under Code Section 401(a), the Required Minimum Distribution
rules under the Code provide that you begin receiving periodic amounts
beginning after age 70 1/2. For a Tax Sheltered Annuity or a 401(a) plan for
which the participant is not a greater than five (5) percent owner of the
employer, this required beginning date can generally be deferred to retirement,
if later. Roth IRAs are not subject to these rules during the owner's lifetime.
The amount required under the Code may exceed the Annual Income Amount, which
will cause us to increase the Annual Income Amount in any Annuity Year that
Required Minimum Distributions due from your Annuity are greater than such
amounts, as discussed above. In addition, the amount and duration of payments
under the annuity payment provision may be adjusted so that the payments do not
trigger any penalty or excise taxes due to tax considerations such as Required
Minimum Distribution provisions under the tax law.

As indicated, withdrawals made while this benefit is in effect will be treated,
for tax purposes, in the same way as any other withdrawals under the Annuity.
Please see the Tax Considerations section for a detailed discussion of the tax
treatment of withdrawals. We do not address each potential tax scenario that
could arise with respect to this benefit here. However, we do note that if you
participate in Highest Daily Lifetime 6 Plus through a non-qualified annuity,
as with all withdrawals, once all Purchase Payments are returned under the
Annuity, all subsequent withdrawal amounts will be taxed as ordinary income.

Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator (HD6 Plus-LIA)

We offer another version of Highest Daily Lifetime 6 Plus that we call Highest
Daily Lifetime 6 Plus with Lifetime Income Accelerator ("Highest Daily Lifetime
6 Plus with LIA"). Highest Daily Lifetime 6 Plus with LIA guarantees, until the
death of the single designated life, the ability to withdraw an amount equal to
double the Annual Income Amount (which we refer to as the "LIA Amount") if you
meet the conditions set forth below. This version is only being offered in
those jurisdictions where we have received regulatory approval and will be
offered subsequently in other jurisdictions when we receive regulatory approval
in those jurisdictions. You may choose Highest Daily Lifetime 6 Plus with or
without also electing LIA, however you may not elect LIA without Highest Daily
Lifetime 6 Plus and you must elect the LIA benefit at the time you elect
Highest Daily Lifetime 6 Plus. If you elect Highest Daily Lifetime 6 Plus
without LIA and would like to add the feature later, you must first terminate
the Highest Daily Lifetime 6 Plus benefit and elect the Highest Daily Lifetime
6 Plus with LIA (subject to availability and benefit re-election provisions).
Please note that if you terminate Highest Daily Lifetime 6 Plus and elect the
Highest Daily Lifetime 6 Plus with LIA you lose the guarantees that you had
accumulated under your existing benefit and will begin the new guarantees under
the new benefit you elect based on your Unadjusted Account Value as of the date
the new benefit becomes active. Highest Daily Lifetime 6 Plus with LIA is
offered as an alternative to other lifetime withdrawal options. If you elect
this benefit, it may not be combined with any other optional living benefit or
death benefit. As long as your Highest Daily Lifetime 6 Plus with LIA benefit
is in effect, you must allocate your Unadjusted Account Value in accordance
with the permitted and available investment option(s) with this benefit. The
income benefit under Highest Daily Lifetime 6 Plus with LIA currently is based
on a single "designated life" who is between the ages of 45 and 75 on the date
that the benefit is elected and received in good order. All terms and
conditions of Highest Daily Lifetime 6 Plus apply to this version of the
benefit, except as described herein. As is the case with Highest Daily Lifetime
6 Plus, Highest Daily Lifetime 6 Plus with LIA involves your participation in a
predetermined mathematical formula that transfers Account Value between your
Sub-accounts and the AST Investment Grade Bond Portfolio Sub-account. Please
see Highest Daily Lifetime 6 Plus above for a description of the predetermined
mathematical formula.

Highest Daily Lifetime 6 Plus with LIA is not long-term care insurance and
should not be purchased as a substitute for long-term care insurance. The
income you receive through the Lifetime Income Accelerator may be used for any
purpose, and it may or may not be sufficient to address expenses you may incur
for long-term care or other medical or retirement expenses. You should seek
professional advice to determine your financial needs for long-term care.

If this benefit is being elected on an Annuity held as a 403(b) plan, then in
addition to meeting the eligibility requirements listed below for the LIA
Amount you must separately qualify for distributions from the 403(b) plan
itself.

If the deduction of the charge would result in the Unadjusted Account Value
falling below the lesser of $500 or 5% of the sum of the Unadjusted Account
Value on the effective date of the benefit plus all Purchase Payments made
subsequent thereto (we refer to this as the "Account Value Floor"), we will
only deduct that portion of the charge that would not cause the Unadjusted
Account Value to fall below the Account Value Floor. If the Unadjusted Account
Value on the date we would deduct a charge for the benefit is less than the
Account Value Floor, then no charge will be assessed for that benefit quarter.
Charges deducted upon termination of the benefit may cause the Unadjusted
Account Value to fall below the Account Value Floor. If a charge for the
Highest Daily Lifetime 6 Plus with LIA benefit would be deducted on the same
day we process a withdrawal request, the charge will be deducted first, then
the withdrawal will be processed. The withdrawal could cause the Unadjusted
Account Value to fall below the Account Value Floor. While the deduction of the
charge (other than the final charge) may not reduce the Unadjusted Account
Value to zero, withdrawals may reduce the Unadjusted Account Value to zero.

you of your eligibility for the LIA Amount. Thus, assuming the 36 month waiting
period has been met and we have received the notification referenced in the
immediately preceding sentence, the LIA amount would be available for
withdrawal on the Valuation Day immediately after the 120th day. The waiting
period and the elimination period may run concurrently. In addition to
satisfying the waiting and elimination period, at least one of the following
requirements ("LIA conditions") must be met.

(2) The designated life is unable to perform two or more basic abilities of
caring for oneself or "activities of daily living." We define these basic
abilities as:

i. Eating: Feeding oneself by getting food into the body from a
receptacle (such as a plate, cup or table) or by a feeding tube or
intravenously.

ii. Dressing: Putting on and taking off all items of clothing and any
necessary braces, fasteners or artificial limbs.

iii. Bathing: Washing oneself by sponge bath; or in either a tub or
shower, including the task of getting into or out of the tub or
shower.

iv. Toileting: Getting to and from the toilet, getting on and off the
toilet, and performing associated personal hygiene.

v. Transferring: Moving into or out of a bed, chair or wheelchair.

You must notify us in writing when the LIA conditions have been met. If, when
we receive such notification, there are more than 120 days remaining until the
end of the waiting period described above, you will not be eligible for the LIA
Amount, and you will have to notify us again in writing in order to become
eligible. If there are 120 days or less remaining until the end of the waiting
period when we receive notification that the LIA conditions are met, we will
determine eligibility for the LIA Amount through our then current
administrative process, which may include, but is not limited to, documentation
verifying the LIA conditions and/or an assessment by a third party of our
choice. Such assessment may be in person and we will assume any costs
associated with the aforementioned assessment. The designated life must be
available for any assessment or reassessment pursuant to our administrative
process requirements. Once eligibility is determined, the LIA Amount is equal
to double the Annual Income Amount as described above under the Highest Daily
Lifetime 6 Plus benefit.

Additionally, once eligibility is determined, we will reassess your eligibility
on an annual basis although your LIA benefit for the Annuity Year that
immediately precedes or runs concurrent with our reassessment will not be
affected if it is determined that you are no longer eligible. Your first
reassessment may occur in the same year as your initial assessment. If we
determine that you are no longer eligible to receive the LIA Amount, upon the
next Annuity Anniversary the Annual Income Amount would replace the LIA Amount.
There is no limit on the number of times you can become eligible for the LIA
Amount, however, each time would require the completion of the 120-day
elimination period, notification that the designated life meets the LIA
conditions, and determination, through our then current administrative process,
that you are eligible for the LIA Amount, each as described above.

LIA Amount at the first Lifetime Withdrawal. If your first Lifetime Withdrawal
subsequent to election of Highest Daily Lifetime 6 Plus with LIA occurs while
you are eligible for the LIA Amount, the available LIA Amount is equal to
double the Annual Income Amount.

LIA Amount after the first Lifetime Withdrawal. If you become eligible for the
LIA Amount after you have taken your first Lifetime Withdrawal, the available
LIA amount for the current and subsequent Annuity Years is equal to double the
then current Annual Income Amount. However, the available LIA amount in the
current Annuity Year is reduced by any Lifetime Withdrawals that have been
taken in the current Annuity Year. Cumulative Lifetime Withdrawals in an
Annuity Year which are less than or equal to the LIA Amount (when eligible for
the LIA amount) will not reduce your LIA Amount in subsequent Annuity Years,
but any such withdrawals will reduce the LIA Amount on a dollar-for-dollar
basis in that Annuity Year.

subsequent years will be reduced (except with regard to Required Minimum
Distributions) by the result of the ratio of the excess portion of the
withdrawal to the Account Value immediately prior to the Excess Withdrawal.
Excess Withdrawals also will reduce the Protected Withdrawal Value by the same
ratio as the reduction to the LIA Amount. Reductions include the actual amount
of the "gross" withdrawal, including any MVA (positive or negative) that may
apply. Thus, you should be aware that if you ask to receive a specified
withdrawal amount that itself is not deemed an Excess Withdrawal, with the
understanding that any or MVA applicable to that withdrawal will be assessed
from your remaining Unadjusted Account Value, the total amount of the
withdrawal may result in the withdrawal being treated as Excess Income. For
example, your requested withdrawal amount could be less than the LIA Amount but
be treated as Excess Income due to a negative MVA.

Withdrawals are not required. However, subsequent to the first Lifetime
Withdrawal, the LIA Amount is not increased in subsequent Annuity Years if you
decide not to take a withdrawal in an Annuity Year or take withdrawals in an
Annuity Year that in total are less than the LIA Amount.

Purchase Payments. If you are eligible for the LIA Amount as described under
"Eligibility Requirements for LIA Amount" and you make an additional Purchase
Payment, the Annual Income Amount is increased by an amount obtained by
applying the applicable percentage (4% for ages 45 - less than 59 1/2; 5% for
ages 59 1/2-79; and 6% for ages 80 and older) to the Purchase Payment. The
applicable percentage is based on the attained age of the designated life on
the date of the first Lifetime Withdrawal after the benefit effective date.
(Note that for purposes of the age tiers used with this benefit, we deem the
Annuitant to have reached age 59 1/2 on the 183rd day after his/her 59th
birthday).

The LIA Amount is increased by double the Annual Income Amount, if eligibility
for LIA has been met. The Protected Withdrawal Value is increased by the amount
of each Purchase Payment.

If the Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount (or, if eligible for LIA, the LIA Amount) is being increased in
an unintended fashion. Among the factors we will use in making a determination
as to whether an action is designed to increase the Annual Income Amount (or,
if eligible for LIA, the LIA Amount) in an unintended fashion is the relative
size of additional Purchase Payment(s). We reserve the right to not accept
additional Purchase Payments if we are not then offering this benefit for new
elections. We will exercise such reservation of right for all annuity
purchasers in the same class in a nondiscriminatory manner.

Step Ups. If your Annual Income Amount is stepped up, your LIA Amount will be
stepped up to equal double the stepped up Annual Income Amount.

Guarantee Payments. If your Unadjusted Account Value is reduced to zero as a
result of cumulative withdrawals that are equal to or less than the LIA Amount
when you are eligible, and there is still a LIA Amount available, we will make
an additional payment for that Annuity Year equal to the remaining LIA Amount.
If this were to occur, you are not permitted to make additional Purchase
Payments to your Annuity. Thus, in that scenario, the remaining LIA Amount
would be payable even though your Unadjusted Account Value was reduced to zero.
In subsequent Annuity Years we make payments that equal the LIA Amount as
described in this section. We will make payments until the death of the single
designated life. Should the designated life no longer qualify for the LIA
amount (as described under "Eligibility Requirements for LIA Amount" above),
the Annual Income Amount would continue to be available. Subsequent eligibility
for the LIA Amount would require the completion of the 120 day elimination
period as well as meeting the LIA conditions listed above under "Eligibility
Requirements for LIA Amount". To the extent that cumulative withdrawals in the
current Annuity Year that reduce your Unadjusted Account Value to zero are more
than the LIA Amount (except in the case of Required Minimum Distributions),
Highest Daily Lifetime 6 Plus with LIA terminates, and no additional payments
are made.

Annuity Options. In addition to the Highest Daily Lifetime 6 Plus annuity
options described above, after the tenth anniversary of the benefit effective
date ("Tenth Anniversary"), you may also request that we make annuity payments
each year equal to the Annual Income Amount. In any year that you are eligible
for the LIA Amount, we make annuity payments equal to the LIA Amount. If you
would receive a greater payment by applying your Unadjusted Account Value to
receive payments for life under your Annuity, we will pay the greater amount.
Annuitization prior to the Tenth Anniversary will forfeit any present or future
LIA amounts. We will continue to make payments until the death of the
designated life. If this option is elected, the Annual Income Amount and LIA
Amount will not increase after annuity payments have begun.

If you elect Highest Daily Lifetime 6 Plus with LIA, and never meet the
eligibility requirements, you will not receive any additional payments based on
the LIA Amount.

Termination of Highest Lifetime 6 Plus with LIA. The LIA benefit terminates
upon the first to occur of the following:

. your termination of the benefit;

. your surrender the Annuity;

. our receipt of Due Proof of Death of the designated life;

. the Annuity Date, if Unadjusted Account Value remains on the Annuity
Date and an election is made to commence annuity payments prior to the
tenth Annuity anniversary,;

. the Valuation Day on which each of the Unadjusted Account Value and the
Annual Income Amount is zero; and

. if you cease to meet our requirements for elections of this benefit.

Highest Daily Lifetime 6 Plus with LIA is subject to the same pre-determined
mathematical formula that applies to Highest Daily Lifetime 6 Plus and Spousal
Highest Daily Lifetime 6 Plus. See Highest Daily Lifetime 6 Plus above for a
description of the formula.

Spousal Highest Daily Lifetime 6 Plus Income Benefit (SHD6 Plus)

We offer a benefit that guarantees, until the later death of two natural
persons who are each other's spouses at the time of election of the benefit and
at the first death of one of them (the "designated lives", and each, a
"designated life"), the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial principal value (the
"Protected Withdrawal Value") regardless of the impact of Sub-account
performance on the Unadjusted Account Value, subject to our rules regarding the
timing and amount of withdrawals. You are guaranteed to be able to withdraw the
Annual Income Amount for the lives of the designated lives, provided you have
not made withdrawals of excess income that have resulted in your Unadjusted
Account Value being reduced to zero. We also permit you to designate the first
withdrawal from your Annuity as a one-time "Non-Lifetime Withdrawal." All other
withdrawals from your Annuity are considered a "Lifetime Withdrawal" under the
benefit. The benefit may be appropriate if you intend to make periodic
withdrawals from your Annuity, wish to ensure that Sub-account performance will
not affect your ability to receive annual payments, and wish either spouse to
be able to continue the Spousal Highest Daily Lifetime 6 Plus benefit after the
death of the first spouse. You are not required to make withdrawals as part of
the benefit - the guarantees are not lost if you withdraw less than the maximum
allowable amount each year under the rules of the benefit. An integral
component of Spousal Highest Daily Lifetime 6 Plus is the mathematical formula
we employ that may periodically transfer your Unadjusted Account Value to and
from the AST Investment Grade Bond Sub-account. See the section above entitled
"How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and the
AST Investment Grade Bond Sub-account."

Spousal Highest Daily Lifetime 6 Plus is the spousal version of Highest Daily
Lifetime 6 Plus. This version is only being offered in those jurisdictions
where we have received regulatory approval and will be offered subsequently in
other jurisdictions when we receive regulatory approval in those jurisdictions.
Currently, if you elect Spousal Highest Daily Lifetime 6 Plus and subsequently
terminate the benefit, you may elect another living benefit, subject to our
current rules. See "Election of and Designations under the Benefit" below and
"Termination of Existing Benefits and Election of New Benefits" for details.
Please note that if you terminate Spousal Highest Daily Lifetime 6 Plus and
elect another benefit, you lose the guarantees that you had accumulated under
your existing benefit and will begin the new guarantees under the new benefit
you elect based on your Unadjusted Account Value as of the date the new benefit
becomes active. Spousal Highest Daily Lifetime 6 Plus must be elected based on
two designated lives, as described below. The youngest designated life must be
at least 50 years old and the oldest designated life must be at least 55 years
old when the benefit is elected. Spousal Highest Daily Lifetime 6 Plus is not
available if you elect any other optional living benefit, although you may
elect any optional death benefit. As long as your Spousal Highest Daily
Lifetime 6 Plus Benefit is in effect, you must allocate your Unadjusted Account
Value in accordance with the Permitted Sub-accounts available with this
benefit. For a more detailed description of Permitted Sub-Accounts, see the
"Investment Options" section.

You may also participate in the 6 or 12 Month Dollar Cost Averaging Program if
you elect Spousal Highest Daily Lifetime 6 Plus, subject to the 6 or 12 Month
DCA Program's rules.

Key Feature - Protected Withdrawal Value

The Protected Withdrawal Value is used to calculate the initial Annual Income
Amount. The Protected Withdrawal Value is separate from your Unadjusted Account
Value and not available as cash or a lump sum. On the effective date of the
benefit, the Protected Withdrawal Value is equal to your Unadjusted Account
Value. On each Valuation Day thereafter until the date of your first Lifetime
Withdrawal (excluding any Non-Lifetime Withdrawal discussed below), the
Protected Withdrawal Value is equal to the "Periodic Value" described in the
next paragraph.

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during the
calendar day(s) between the Prior Valuation Day and the Current Valuation Day
(i.e., one day for successive Valuation Days, but more than one calendar day
for Valuation Days that are separated by weekends and/or holidays), plus the
amount of any Purchase Payment made on the Current Valuation Day (the Periodic
Value is proportionally reduced for any Non-Lifetime Withdrawal); and

(2) the Unadjusted Account Value on the current Valuation Day.

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) (proportionally reduced for any Non-Lifetime
Withdrawal):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
the Unadjusted Account Value on the effective date of the benefit
including any Purchase Payments made on that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
all Purchase Payments made within one year following the effective
date of the benefit; and

In the rider for this benefit, as respects the preceding paragraph, we use the
term "Guaranteed Base Value" to refer to the Unadjusted Account Value on the
effective date of the benefit, plus the amount of any "adjusted" Purchase
Payments made within one year after the effective date of the benefit.
"Adjusted" Purchase Payments means Purchase Payments we receive, decreased by
any fees or tax charges deducted from such Purchase Payments upon allocation to
the Annuity.

Once the first Lifetime Withdrawal is made, the Protected Withdrawal Value at
any time is equal to the greater of (i) the Protected Withdrawal Value on the
date of the first Lifetime Withdrawal, increased for subsequent Purchase
Payments and reduced for subsequent Lifetime Withdrawals, and (ii) the highest
daily Unadjusted Account Value upon any step-up, increased for subsequent
Purchase Payments and reduced for subsequent Lifetime Withdrawals.

Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime 6
Plus Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the younger
designated life on the date of the first Lifetime Withdrawal after election of
the benefit. The percentages are: 4% for ages 50-64, 5% for ages 65-84, and 6%
for ages 85 and older. We use the age of the younger designated life even if
that designated life is no longer a participant under the Annuity due to death
or divorce. Under the Spousal Highest Daily Lifetime 6 Plus benefit, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to
the Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual
Income Amount on a dollar-for-dollar basis in that Annuity Year and also will
reduce the Protected Withdrawal Value on a dollar-for-dollar basis. If your
cumulative Lifetime Withdrawals in an Annuity Year are in excess of the Annual
Income Amount for any Annuity Year ("Excess Income"), your Annual Income Amount
in subsequent years will be reduced (except with regard to Required Minimum
Distributions for this Annuity that comply with our rules) by the result of the
ratio of the Excess Income to the Account Value immediately prior to such
withdrawal (see examples of this calculation below). If you take withdrawals of
Excess Income, only the portion of the Lifetime Withdrawal that exceeds the
remaining Annual Income Amount will proportionally reduce your Protected
Withdrawal Value and Annual Income Amount in future years. Reductions are based
on the actual "gross" amount of the withdrawal, including any MVA (positive or
negative) that may apply. Thus, you should be aware that if you ask to receive
a specified withdrawal amount that itself is not deemed Excess Income, with the
understanding that any MVA applicable to that withdrawal will be assessed from
your remaining Unadjusted Account Value, the total amount of the withdrawal may
result in the withdrawal being treated as Excess Income.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Spousal
Highest Daily Lifetime 6 Plus and subsequent to the first Lifetime Withdrawal
will (i) increase the then-existing Annual Income Amount by an amount equal to
a percentage of the Purchase Payment based on the age of the younger designated
life at the time of the first Lifetime Withdrawal (the percentages are: 4% for
ages 50-64, 5% for ages 65-84, and 6% for ages 85 and older, and (ii) increase
the Protected Withdrawal Value by the amount of the Purchase Payment.

If your Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount is being increased in an unintended fashion. Among the factors we
will use in making a determination as to whether an action is designed to
increase the Annual Income Amount in an unintended fashion is the relative size
of additional Purchase Payment(s). We reserve the right to not accept
additional Purchase Payments if we are not then offering this benefit for new
elections. We will exercise such reservation of right for all annuity
purchasers in the same class in a nondiscriminatory manner.

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
can result in a larger Annual Income Amount subsequent to your first Lifetime
Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
Date of the Annuity (the "Annuity Anniversary") immediately after your first
Lifetime Withdrawal under the benefit. Specifically, upon the first such
Annuity Anniversary, we identify the Unadjusted Account Value on each Valuation
Day within the immediately preceding Annuity Year after your first Lifetime
Withdrawal. Having identified the highest daily value (after all daily values
have been adjusted for subsequent Purchase Payments and withdrawals), we then
multiply that value by a percentage that varies based on the age of the younger
designated life on the Annuity Anniversary as of which the step-up would occur.
The percentages are 4% for ages 50-64, 5% for ages 65-84, and 6% for ages 85
and older. If that value exceeds the existing Annual Income Amount, we replace
the existing amount with the new, higher amount. Otherwise, we leave the
existing Annual Income Amount intact. The Unadjusted Account Value on the
Annuity Anniversary is considered the last daily step-up value of the Annuity
Year. In later years (i.e., after the first Annuity Anniversary after the first
Lifetime Withdrawal), we determine whether an automatic step-up should occur on
each Annuity Anniversary by performing a similar examination of the Unadjusted
Account Values that occurred on Valuation Days during the year. Taking Lifetime
Withdrawals could produce a greater difference between your Protected
Withdrawal Value and your Unadjusted Account Value, which may make a Highest
Daily Auto Step-up less likely to occur. At the time that we increase your
Annual Income Amount, we also increase your Protected Withdrawal Value to equal
the highest daily value upon which your step-up was based only if that results
in an increase to the Protected Withdrawal Value. Your Protected Withdrawal
Value will never be decreased as a result of an income step-up. If, on the date
that we implement a Highest Daily Auto Step-Up to your Annual Income Amount,
the charge for Spousal Highest Daily Lifetime 6 Plus has changed for new
purchasers, you may be subject to the new charge at the time of such step-up.
Prior to increasing your charge for Spousal Highest Daily Lifetime 6 Plus upon
a step-up, we would notify you, and give you the opportunity to cancel the
automatic step-up feature. If you receive notice of a proposed step-up and
accompanying fee increase, you should carefully evaluate whether the amount of
the step-up justifies the increased fee to which you will be subject.

The Spousal Highest Daily Lifetime 6 Plus benefit does not affect your ability
to take withdrawals under your Annuity, or limit your ability to take
withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
Lifetime 6 Plus, if your cumulative Lifetime Withdrawals in an Annuity Year are
less than or equal to the Annual Income Amount, they will not reduce your
Annual Income Amount in subsequent Annuity Years, but any such withdrawals will
reduce the Annual Income Amount on a dollar-for-dollar basis in that Annuity
Year. If, cumulatively, you withdraw an amount less than the Annual Income
Amount in any Annuity Year, you cannot carry-over the unused portion of the
Annual Income Amount to subsequent Annuity Years.

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Spousal Highest Daily
Lifetime 6 Plus benefit or any other fees and charges under the Annuity. Assume
the following for all three examples:

. The Issue Date is November 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
August 1, 2011

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $6,000 (since the younger designated life is between
the ages of 65 and 84 at the time of the first Lifetime Withdrawal, the Annual
Income Amount is 5% of the Protected Withdrawal Value, in this case 5% of
$120,000). Assuming $2,500 is withdrawn from the Annuity on this date, the
remaining Annual Income Amount for that Annuity Year (up to and including
October 31, 2011) is $3,500. This is the result of a dollar-for-dollar
reduction of the Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future
Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Unadjusted Account Value immediately prior to the excess
withdrawal. (Note that if there were other withdrawals in that Annuity Year,
each would result in another proportional reduction to the Annual Income
Amount).

Here is the calculation:

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the
Annual Income Amount is stepped-up if the appropriate percentage (based on the
younger designated life's age on that Annuity Anniversary) of the highest daily
value since your first Lifetime Withdrawal (or last Annuity Anniversary in
subsequent years), adjusted for withdrawals and additional Purchase Payments,
is higher than the Annual Income Amount, adjusted for excess withdrawals and
additional Purchase Payments.

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the
Annual Income Amount will be stepped up if 5% (since the youngest designated
life is between 65 and 84 on the date of the potential step-up) of the highest
daily Unadjusted Account Value adjusted for withdrawals and Purchase Payments,
is higher than $5921.40. Here are the calculations for determining the daily
values. Only the October 25 value is being adjusted for excess withdrawals as
the October 30 and October 31 Valuation Days occur after the excess withdrawal
on October 27.

Highest Daily Value
(adjusted for Adjusted Annual
withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
----- ------------- ----------------------- ------------------------

--------
* In this example, the Annuity Anniversary date is November 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be every day following the Annuity
Anniversary. The Annuity Anniversary Date of November 1 is considered the
final Valuation Date for the Annuity Year.
** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
$5,950.00. This amount is adjusted on October 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Unadjusted Account Value of $119,000 on October 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in an Unadjusted Account Value
of $115,500 before the excess withdrawal.

. This amount ($115,500) is further reduced by 1.31% (this is the ratio in
the above example which is the excess withdrawal divided by the
Unadjusted Account Value immediately preceding the excess withdrawal)
resulting in a Highest Daily Value of $113,986.95.

. The adjusted Annual Income Amount is carried forward to the next
Valuation Date of October 30. At this time, we compare this amount to 5%
of the Unadjusted Account Value on October 30. Since the October 27
adjusted Annual Income Amount of $5,699.35 is higher than $5,650.00 (5%
of $113,000), we continue to carry $5,699.35 forward to the next and
final Valuation Day of October 31. The Unadjusted Account Value on
October 31 is $119,000 and 5% of this amount is $5,950. Since this is
higher than $5,699.35, the adjusted Annual Income Amount is reset to
$5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Spousal Highest Daily Lifetime 6 Plus. It is an optional feature of the
benefit that you can only elect at the time of your first withdrawal. The
amount of the Non-Lifetime Withdrawal cannot be more than the amount that would
cause the Annuity to be taken below the minimum Surrender Value after a
withdrawal for your Annuity. This Non-Lifetime Withdrawal will not establish
our initial Annual Income Amount and the Periodic Value above will continue to
be calculated. However, the total amount of the withdrawal will proportionally
reduce all guarantees associated with the Spousal Highest Daily Lifetime 6 Plus
benefit. You must tell us at the time you take the withdrawal if your
withdrawal is intended to be the Non-Lifetime Withdrawal and not the first
Lifetime Withdrawal under the Spousal Highest Daily Lifetime 6 Plus benefit. If
you don't elect the Non-Lifetime Withdrawal, the first withdrawal you make will
be the first Lifetime Withdrawal that establishes your Protected Withdrawal
Value and Annual Income Amount. Once you elect the Non-Lifetime Withdrawal or
Lifetime Withdrawals, no additional Non-Lifetime withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected Withdrawal
Value and the Periodic Value guarantees on the tenth and twentieth
anniversaries of the benefit effective date, described above, by the percentage
the total withdrawal amount (including any applicable MVA) represents of the
then current Unadjusted Account Value immediately prior to the time of the
withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

Assume the following:

. The Issue Date is December 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
September 1, 2011

. The Unadjusted Account Value at benefit election was $105,000

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Spousal Highest Daily
Lifetime 6 Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10th
benefit year minimum Periodic Value guarantee is $210,000 and the 20th benefit
year minimum Periodic Value guarantee is $420,000, and the Unadjusted Account
Value is $120,000. Assuming $15,000 is withdrawn from the Annuity on October 2,
2011 and is designated as a Non-Lifetime Withdrawal, all guarantees associated
with the Spousal Highest Daily Lifetime 6 Plus benefit will be reduced by the
ratio the total withdrawal amount represents

of the Account Value just prior to the withdrawal being taken.

Here is the calculation:

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless
the Required Minimum Distribution amount is greater than the Annual Income
Amount. Unless designated as a Non-Lifetime Withdrawal, Required Minimum
Distributions are considered Lifetime Withdrawals. If you take a withdrawal in
an Annuity Year in which your Required Minimum Distribution for that year is
not greater than the Annual Income Amount, and the amount of the withdrawal
exceeds the remaining Annual Income Amount for that year, we will treat the
withdrawal as a withdrawal of Excess Income. Such a withdrawal of Excess Income
will reduce the Annual Income Amount available in future years. If the Required
Minimum Distribution (as calculated by us for your Annuity and not previously
withdrawn in the current calendar year) is greater than the Annual Income
Amount, an amount equal to the remaining Annual Income Amount plus the
difference between the Required Minimum Distribution amount not previously
withdrawn in the current calendar year and the Annual Income Amount will be
available in the current Annuity Year without it being considered a withdrawal
of Excess Income. In the event that a Required Minimum Distribution is
calculated in a calendar year that crosses more than one Annuity Year and you
choose to satisfy the entire Required Minimum Distribution for that calendar
year in the next Annuity Year, the distribution taken in the next Annuity Year
will reduce your Annual Income Amount in that Annuity Year by the amount of the
distribution. If the Required Minimum Distribution not taken in the prior
Annuity Year is greater than the Annual Income Amount as guaranteed by the
benefit in the current Annuity Year, the total Required Minimum Distribution
amount may be taken without being treated as a withdrawal of Excess Income.

Example - Required Minimum Distributions

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being
treated as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) =
$4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining Required Minimum Distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset
to $5,000) without proportionally reducing all guarantees associated with the
Spousal Highest Daily Lifetime 6 Plus benefit as described above. The amount
you may withdraw in the subsequent Annuity Year if you stop taking withdrawals
in the current Annuity Year and choose not to satisfy the Required Minimum
Distribution in the current Annuity Year (assuming the Annual Income Amount in
the subsequent Annuity Year is $5,000) without being treated as a withdrawal of
Excess Income is $6,000. This withdrawal must comply with all IRS guidelines in
order to satisfy the Required Minimum Distribution for the current calendar
year.

Benefits Under Spousal Highest Daily Lifetime 6 Plus

the first death. After the Account Value is reduced to zero, you are not
permitted to make additional Purchase Payments to your Annuity. To the
extent that cumulative withdrawals in the Annuity Year that reduced your
Unadjusted Account Value to zero are more than the Annual Income Amount,
the Spousal Highest Daily Lifetime 6 Plus benefit terminates, and no
additional payments will be made. However, if a withdrawal in the latter
scenario was taken to satisfy a Required Minimum Distribution (as
described above) under the Annuity then the benefit will not terminate,
and we will continue to pay the Annual Income Amount in subsequent
Annuity Years until the death of the second designated life provided the
designated lives were spouses at the death of the first designated life.

. If annuity payments are to begin under the terms of your Annuity, or if
you decide to begin receiving annuity payments and there is an Annual
Income Amount due in subsequent Annuity Years, you can elect one of the
following two options:

(1) apply your Unadjusted Account Value, less any applicable state
required premium tax, to any annuity option available; or

(2) request that, as of the date annuity payments are to begin, we
make annuity payments each year equal to the Annual Income Amount.
We will make payments until the first of the designated lives to
die, and will continue to make payments until the death of the
second designated life as long as the designated lives were
spouses at the time of the first death. If, due to death of a
designated life or divorce prior to annuitization, only a single
designated life remains, then annuity payments will be made as a
life annuity for the lifetime of the designated life. We must
receive your request in a form acceptable to us at our office. If
applying your Unadjusted Account Value, less any applicable tax
charges, to our current life only (or joint life, depending on the
number of designated lives remaining) annuity payment rates
results in a higher annual payment, we will give you the higher
annual payment.

. In the absence of an election when mandatory annuity payments are to
begin, we currently make annual annuity payments as a joint and survivor
or single (as applicable) life fixed annuity with eight payments
certain, by applying the greater of the annuity rates then currently
available or the annuity rates guaranteed in your Annuity. We reserve
the right at any time to increase or decrease the certain period in
order to comply with the Code (e.g., to shorten the period certain to
match life expectancy under applicable Internal Revenue Service tables).
The amount that will be applied to provide such annuity payments will be
the greater of:

(1) the present value of the future Annual Income Amount payments.
Such present value will be calculated using the greater of the
joint and survivor or single (as applicable) life fixed annuity
rates then currently available or the joint and survivor or single
(as applicable) life fixed annuity rates guaranteed in your
Annuity; and

(2) the Unadjusted Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals under the Spousal Highest Daily Lifetime 6 Plus benefit are
subject to all of the terms and conditions of the Annuity, including any
applicable MVA for the Non-Lifetime Withdrawal as well as withdrawals that
exceed the Annual Income Amount.

.. Withdrawals made while the Spousal Highest Daily Lifetime 6 Plus benefit is
in effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit will
be taken pro rata from the Sub-accounts (including the AST Investment Grade
Bond Sub-account) and the DCA MVA Options. If you have an active Systematic
Withdrawal program running at the time you elect this benefit, the program
must withdraw funds pro-rata. The first Systematic Withdrawal that processes
after your election of the benefit will be deemed a Lifetime Withdrawal.

.. You cannot allocate Purchase Payments or transfer Unadjusted Account Value
to or from the AST Investment Grade Bond Sub-account. A summary description
of the AST Investment Grade Bond Portfolios appears in the prospectus
section entitled "What Are The Investment Objectives and Policies of The
Portfolios?" In addition, you can find a copy of the AST Investment Grade
Bond Portfolio prospectus by going to www.prudentialannuities.com.

.. Transfers to and from the elected Sub-accounts, the MVA Options, and the AST
Investment Grade Bond Sub-account triggered by the Spousal Highest Daily
Lifetime 6 Plus mathematical formula will not count toward the maximum
number of free transfers allowable under an Annuity.

allocate your Account Value with this benefit, will apply to new elections
of the benefit and may apply to current participants in the benefit. To the
extent that changes apply to current participants in the benefit, they will
apply only upon re-allocation of Account Value, or upon addition of
additional Purchase Payments. That is, we will not require such current
participants to re-allocate Account Value to comply with any new
requirements.

.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in Good Order, we will (i) sell units of the
non-permitted investment options and (ii) invest the proceeds of those sales
in the Sub-accounts that you have designated. During this reallocation
process, your Unadjusted Account Value allocated to the Sub-accounts will
remain exposed to investment risk, as is the case generally. The
newly-elected benefit will commence at the close of business on the
following Valuation Day. Thus, the protection afforded by the newly-elected
benefit will not arise until the close of business on the following
Valuation Day.

.. The current charge for Spousal Highest Daily Lifetime 6 Plus is 0.95%
annually of the greater of Unadjusted Account Value and Protected Withdrawal
Value. The maximum charge for Spousal Highest Daily Lifetime 6 Plus is 1.50%
annually of the greater of the Unadjusted Account Value and Protected
Withdrawal Value. We deduct this charge on quarterly anniversaries of the
benefit effective date, based on the values on the last Valuation Day prior
to the quarterly anniversary. Thus, we deduct, on a quarterly basis, 0.2375%
of the greater of the prior Valuation Day's Unadjusted Account Value, or the
prior Valuation Day's Protected Withdrawal Value. We deduct the fee pro rata
from each of your Sub-accounts, including the AST Investment Grade Bond
Sub-account.

If the deduction of the charge would result in the Unadjusted Account Value
falling below the lesser of $500 or 5% of the sum of the Unadjusted Account
Value on the effective date of the benefit plus all Purchase Payments made
subsequent thereto (we refer to this as the "Account Value Floor"), we will
only deduct that portion of the charge that would not cause the Unadjusted
Account Value to fall below the Account Value Floor. If the Unadjusted Account
Value on the date we would deduct a charge for the benefit is less than the
Account Value Floor, then no charge will be assessed for that benefit quarter.
Charges deducted upon termination of the benefit may cause the Unadjusted
Account Value to fall below the Account Value Floor. If a charge for the
Spousal Highest Daily Lifetime 6 Plus benefit would be deducted on the same day
we process a withdrawal request, the charge will be deducted first, then the
withdrawal will be processed. The withdrawal could cause the Unadjusted Account
Value to fall below the Account Value Floor. While the deduction of the charge
(other than the final charge) may not reduce the Unadjusted Account Value to
zero, withdrawals may reduce the Unadjusted Account Value to zero. If this
happens and the Annual Income Amount is greater than zero, we will make
payments under the benefit and the Death Benefit (described above) will not be
payable.

Election of and Designations under the Benefit

.. One Annuity Owner, where the Annuitant and the Owner are the same person and
the sole beneficiary is the Owner's spouse. The younger Owner/Annuitant and
the beneficiary must be at least 50 years old and the older must be at least
55 years old at the time of election; or

.. One Annuity Owner, where the Owner is a custodial account established to
hold retirement assets for the benefit of the Annuitant pursuant to the
provisions of Section 408(a) of the Internal Revenue Code (or any successor
Code section thereto) ("Custodial Account"), the beneficiary is the
Custodial Account, and the spouse of the Annuitant is the Contingent
Annuitant. The younger of the Annuitant and the Contingent Annuitant must be
at least 50 years old and the older must be at least 55 years old at the
time of election.

We do not permit a change of Owner under this benefit, except as follows:
(a) if one Owner dies and the surviving spousal Owner assumes the Annuity, or
(b) if the Annuity initially is co-owned, but thereafter the Owner who is not
the Annuitant is removed as Owner. We permit changes of Beneficiary
designations under this benefit, however if the Beneficiary is changed, the
benefit may not be eligible to be continued upon the death of the first
designated life. If the designated lives divorce, the Spousal Highest Daily
Lifetime 6 Plus benefit may not be divided as part of the divorce settlement or
judgment. Nor may the divorcing spouse who retains ownership of the Annuity
appoint a new designated life upon re-marriage.

under Spousal Highest Daily Lifetime 6 Plus will be based on your Unadjusted
Account Value on the effective date of Spousal Highest Daily Lifetime 6 Plus.
You should carefully consider whether terminating your existing benefit and
electing a new benefit is appropriate for you. We reserve the right to waive,
change and/or further limit the election frequency in the future.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Account Value) in order for you to be eligible for the benefit. Thus, you may
not elect Spousal Highest Daily Lifetime 6 Plus so long as you participate in a
systematic withdrawal program in which withdrawals are not taken pro rata.

Termination of the Benefit

You may terminate the benefit at any time by notifying us. If you terminate the
benefit, any guarantee provided by the benefit will terminate as of the date
the termination is effective, and certain restrictions on re-election may apply.

The benefit automatically terminates upon the first to occur of the following:

. upon our receipt of Due Proof of Death of the first designated life, if
the surviving spouse opts to take the death benefit under the Annuity
(rather than continue the Annuity) or if the surviving spouse is not an
eligible designated life;

. upon the death of the second designated life;

. your termination of the benefit;

. your surrender of the Annuity;

. your election to begin receiving annuity payments (although if you have
elected to take annuity payments in the form of the Annual Income
Amount, we will continue to pay the Annual Income Amount);

. both the Unadjusted Account Value and Annual Income Amount equal zero;
and

. you cease to meet our requirements as described in "Election of and
Designations under the Benefit".

Upon termination of Spousal Highest Daily Lifetime 6 Plus other than
upon death of a designated life or annuitization, we impose any accrued
fee for the benefit (i.e., the fee for the pro-rated portion of the year
since the fee was last assessed), and thereafter we cease deducting the
charge for the benefit. This final charge will be deducted even if it
results in the Unadjusted Account Value falling below the Account Value
Floor. With regard to your investment allocations, upon termination we
will: (i) leave intact amounts that are held in the Permitted
Sub-accounts (including any amounts in the MVA Options), and (ii) unless
you are participating in an asset allocation program (i.e., Custom
Portfolios Program, Automatic Rebalancing Program, or 6 or 12 Month DCA
Program) for which we are providing administrative support, transfer all
amounts held in the AST Investment Grade Bond Portfolio Sub-account to
your variable Investment Options, pro rata (i.e. in the same proportion
as the current balances in your variable Investment Options). If prior
to the transfer from the AST Investment Grade Bond Sub-account the
Account Value in the variable Investment Options is zero, we will
transfer such amounts to the AST Money Market Sub-account.

How Spousal Highest Daily Lifetime 6 Plus Transfers Account Value
between Your Permitted Sub-accounts and the AST Investment Grade Bond
Sub-account. See "How Highest Daily Lifetime 6 Plus/Spousal Highest
Daily Lifetime 6 Plus ransfers Unadjusted Account Value Between Your
Permitted Sub-accounts and the AST Investment Grade Bond Sub-account"
above for information regarding this component of the benefit.

Additional Tax Considerations

If you purchase an annuity as an investment vehicle for "qualified"
investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or
403(b)) or employer plan under Code Section 401(a), the Required Minimum
Distribution rules under the Code provide that you begin receiving
periodic amounts beginning after age 70 1/2. For a Tax Sheltered Annuity
or a 401(a) plan for which the participant is not a greater than five
(5) percent owner of the employer, this required beginning date can
generally be deferred to retirement, if later. Roth IRAs are not subject
to these rules during the owner's lifetime. The amount required under
the Code may exceed the Annual Income Amount, which will cause us to
increase the Annual Income Amount in any Annuity Year that Required
Minimum Distributions due from your Annuity are greater than such
amounts, as discussed above. In addition, the amount and duration of
payments under the annuity payment provisions may be adjusted so that
the payments do not trigger any penalty or excise taxes due to tax
considerations such as Required Minimum Distribution provisions under
the tax law.

As indicated, withdrawals made while this benefit is in effect will be
treated, for tax purposes, in the same way as any other withdrawals
under the Annuity. Please see the Tax Considerations section for a
detailed discussion of the tax treatment of withdrawals. We do not
address each potential tax scenario that could arise with respect to
this benefit here. However, we do note that if you participate in
Spousal Highest Daily Lifetime 6 Plus through a non-qualified annuity,
as with all withdrawals, once all Purchase Payments are returned under
the Annuity, all subsequent withdrawal amounts will be taxed as ordinary
income.

GUARANTEED RETURN OPTION Plus II (GRO Plus II)

GRO Plus II is a form of "guaranteed minimum accumulation benefit" that
guarantees a specified Unadjusted Account Value at one or more dates in the
future. If you participate in this benefit, you are subject to the
predetermined mathematical formula described below that transfers Account Value
between your Sub-accounts and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee that on the seventh anniversary of benefit
election, and each anniversary thereafter, the Unadjusted Account Value will be
not less than the Unadjusted Account Value on the date that the benefit is
added to your Annuity (adjusted for subsequent Purchase Payments and
withdrawals as detailed below). We refer to this initial guarantee as the "base
guarantee." In addition to the base guarantee, GRO Plus II offers the
possibility of an enhanced guarantee. You may "manually" lock in an enhanced
guarantee once per "benefit year" (i.e., a year beginning on the date you
acquired the benefit and each anniversary thereafter) if your Unadjusted
Account Value on that Valuation Day exceeds the amount of any outstanding base
guarantee or enhanced guarantee. If you elect to manually lock-in an enhanced
guarantee, on an anniversary of the effective date of the benefit, that lock-in
will not count towards the one elective manual lock-in you may make each
benefit year. We guarantee that the Unadjusted Account Value locked-in by that
enhanced guarantee will not be any less seven years later, and each anniversary
of that date thereafter. In addition, you may elect an automatic enhanced
guarantee feature under which, if your Unadjusted Account Value on a benefit
anniversary exceeds the highest existing guarantee by 7% or more, we guarantee
that such Unadjusted Account Value will not be any less seven benefit
anniversaries later and each benefit anniversary thereafter. You may maintain
only one enhanced guarantee in addition to your base guarantee. Thus, when a
new enhanced guarantee is created, it cancels any existing enhanced guarantee.
However, the fact that an enhanced guarantee was effected automatically on a
benefit anniversary does not prevent you from "manually" locking-in an enhanced
guarantee during the ensuing benefit year. In addition, the fact that you
"manually" locked in an enhanced guarantee does not preclude the possibility of
an automatic enhanced guarantee on the subsequent benefit anniversary. You may
elect to terminate an enhanced guarantee without also terminating the base
guarantee. If you do, any amounts held in the AST bond portfolio Sub-account
(which is used as part of a pre-determined mathematical formula required with
this benefit) with respect to that enhanced guarantee will be transferred to
your other Sub-accounts in accordance with your most recent allocation
instructions, and if none exist, then pro rata to your variable Sub-accounts
(see below "Key Feature - Allocation of Unadjusted Account Value").

Amounts held in an AST bond portfolio Sub-account with respect to the base
guarantee will not be transferred as a result of the termination of an enhanced
guarantee. You may not lock in an enhanced guarantee, either manually or
through our optional automatic program, within seven years prior to the Latest
Annuity Date (please see "Annuity Options" for further information). This also
applies to a new Owner who has acquired the Annuity from the original Owner.

In this section, we refer to a date on which the Unadjusted Account Value is
guaranteed to be present as the "maturity date". If the Account Value on the
maturity date is less than the guaranteed amount, we will contribute funds from
our general account to bring your Unadjusted Account Value up to the guaranteed
amount. If the maturity date is not a Valuation Day, then we would contribute
such an amount on the next Valuation Day. We will allocate any such amount to
each Sub-account (other than the AST bond portfolio Sub-account used with this
benefit and described below) in accordance with your most recent allocation
instructions, which means: a) the Custom Portfolio Program or, b) if you are
not participating in this program, then such amounts will be allocated to your
Sub-accounts on a pro rata basis. Regardless of whether we need to contribute
funds at the end of a Guarantee Period, we will at that time transfer all
amounts held within the AST bond portfolio Sub-account associated with the
maturing guarantee in accordance with your most recent allocation instructions,
which means: a) the Custom Portfolio Program or, b) if you are not
participating in this program, then such amounts will be allocated to you
Sub-accounts on a pro rata basis. If the former (i.e., an asset allocation
program), your Unadjusted Account Value will be transferred according to the
program.

Any addition or transferred amount may be subsequently re-allocated based on
the predetermined mathematical formula described below.

The guarantees provided by the benefit exist only on the applicable maturity
date(s). However, due to the ongoing monitoring of your Unadjusted Account
Value, and the transfer of Unadjusted Account Value to support your future
guarantees, the benefit may provide some protection from significant
Sub-account losses. For this same reason, the benefit may limit your ability to
benefit from Sub-account increases while it is in effect.

We increase both the base guarantee and any enhanced guarantee by the amount of
each Purchase Payment made subsequent to the date that the guarantee was
established. For example, if the effective date of the benefit was January 1,
2011 and the Account Value was $100,000 on that date, then a $30,000 Purchase
Payment made on March 30, 2012 would increase the base guarantee amount to
$130,000.

If you make a withdrawal, we effect a proportional reduction to each existing
guarantee amount. We calculate a proportional reduction by reducing each
existing guarantee amount by the percentage represented by the ratio of the
withdrawal amount to your Unadjusted Account Value immediately prior to the
withdrawal.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

Assume the following:

. The Issue Date is December 1, 2010

. The benefit is elected on December 1, 2010

. The Account Value on December 1, 2010 is $200,000, which results in a
base guarantee of $200,000

. An enhanced guarantee amount of $350,000 is locked in on December 1, 2011

. The Account Value immediately prior to the withdrawal is equal to
$380,000

Here is the calculation (figures are rounded):

. Withdrawal Amount divided by $50,000

. Account Value before withdrawal $380,000

. Equals ratio 13.16%

. All guarantees will be reduced by the above ratio (13.16%)

. Base guarantee amount $173,680

. Enhanced guarantee amount $303,940

Key Feature - Allocation of Unadjusted Account Value For GRO Plus II and
Highest Daily GRO II

We limit the Sub-accounts to which you may allocate Unadjusted Account Value if
you elect GRO Plus II and Highest Daily GRO Plus II (see below). For purposes
of these benefits, we refer to those permitted investment options (other than
the required bond portfolio Sub-accounts discussed below) as the "Permitted
Sub-accounts."

GRO Plus II and HD GRO II use a predetermined mathematical formula to help
manage your guarantees through all market cycles. The formula applicable to you
may not be altered once you elect the benefit. However, subject to regulatory
approval, we do reserve the right to amend the formula for newly-issued
Annuities that elect or re-elect GRO Plus II and HD GRO II and for existing
Annuities that elect the benefit post-issue. This required formula helps us
manage our financial exposure under GRO Plus II and HD GRO II, by moving assets
out of certain Sub-accounts if dictated by the formula (see below). In essence,
we seek to preserve Unadjusted Account Value, by transferring them to a more
stable option (i.e., one or more specified bond Portfolios of Advanced Series
Trust). We refer to the Sub-accounts corresponding to these bond Portfolios
collectively as the "AST bond portfolio Sub-accounts". The formula also
contemplates the transfer of Unadjusted Account Value from an AST bond
portfolio Sub-account to the other Sub-accounts. The formula is set forth in
Appendix C of this prospectus. A summary description of each AST bond portfolio
Sub-account appears within the prospectus section entitled "What Are The
Investment Objectives and Policies Of The Portfolios?" You will be furnished
with a prospectus describing the AST bond Portfolios. In addition, you can find
a copy of the AST bond portfolio prospectus by going to
www.prudentialannuities.com.

For purposes of operating the formula applicable to GRO Plus II and HD GRO II,
we have included within this Annuity several AST bond portfolio Sub-accounts.
Each AST bond portfolio is unique, in that its underlying investments generally
mature at different times. For example, there would be an AST bond portfolio
whose underlying investments generally mature in 2020, an AST bond portfolio
whose underlying investments generally mature in 2021, and so forth. As
discussed below, the formula determines the appropriate AST bond portfolio
Sub-account to which Account Value is transferred. We will introduce new AST
bond portfolio Sub-accounts in subsequent years, to correspond generally to the
length of new guarantee periods that are created under this benefit (and the
Highest Daily GRO II benefit). If you have elected GRO Plus II or HD GRO II,
you may have Unadjusted Account Value allocated to an AST bond portfolio
Sub-account only by operation of the formula, and thus you may not allocate
Purchase Payments to or make transfers to or from an AST bond portfolio
Sub-Account.

into or out of the AST bond portfolio Sub-account is made the formula may
dictate that a transfer out of one AST bond portfolio Sub-account be made into
another AST bond portfolio Sub-account. Any transfer into an AST bond portfolio
Sub-account will be directed to the AST bond portfolio Sub-account associated
with the "current liability", as described below. As indicated, the AST bond
portfolio Sub-accounts are employed with this benefit to help us mitigate the
financial risks under our guarantee. Thus, in accordance with the formula
applicable to you under the benefit, we determine which AST bond portfolio
Sub-account your Account Value is transferred to, and under what circumstances
a transfer is made.

In general, the formula works as follows. On each Valuation Day, the formula
automatically performs an analysis with respect to each guarantee that is
outstanding. For each outstanding guarantee, the formula begins by determining
the present value on that Valuation Day that, if appreciated at the applicable
"discount rate", would equal the applicable guarantee amount on the maturity
date. As detailed in the formula, the discount rate is an interest rate
determined by taking a benchmark index used within the financial services
industry and then reducing that interest rate by a prescribed adjustment. Once
selected, we do not change the applicable benchmark index (although we do
reserve the right to use a new benchmark index if the original benchmark is
discontinued). The greatest of each such present value is referred to as the
"current liability" in the formula. The formula compares the current liability
to the amount of your Unadjusted Account Value held within the AST bond
portfolio Sub-account and to your Unadjusted Account Value held within the
Permitted Sub-accounts. If the current liability, reduced by the amount held
within the AST bond portfolio Sub-account, and divided by the amount held
within the Permitted Sub-accounts, exceeds an upper target value (currently,
85%), then the formula will make a transfer into the AST bond portfolio
Sub-account, in the amount dictated by the formula (subject to the 90% cap
discussed below). If the current liability, reduced by the amount held within
the AST bond portfolio Sub-account, and divided by the amount within the
Permitted Sub-accounts, is less than a lower target value (currently, 79%),
then the formula will transfer Unadjusted Account Value from the AST bond
portfolio Sub-account into the Permitted Sub-accounts, in the amount dictated
by the formula.

The formula will not execute a transfer to the AST bond portfolio Sub-account
that results in more than 90% of your Unadjusted Account Value being allocated
to the AST bond portfolio Sub-account ("90% cap"). Thus, on any Valuation Day,
if the formula would require a transfer to the AST bond portfolio Sub-account
that would result in more than 90% of the Unadjusted Account Value being
allocated to the AST bond portfolio Sub-account, only the amount that results
in exactly 90% of the Unadjusted Account Value being allocated to the AST bond
portfolio Sub-account will be transferred. Additionally, future transfers into
the AST bond portfolio Sub-account will not be made (regardless of the
performance of the AST bond portfolio Sub-account and the Permitted
Sub-accounts) at least until there is first a transfer out of the AST bond
portfolio Sub-account. Once this transfer occurs out of the AST bond portfolio
Sub-account, future amounts may be transferred to or from the AST bond
portfolio Sub-account if dictated by the formula (subject to the 90% cap). At
no time will the formula make a transfer to the AST bond portfolio Sub-account
that results in greater than 90% of your Unadjusted Account Value being
allocated to the AST bond portfolio Sub-account. However, it is possible that,
due to the investment performance of your allocations in the AST bond portfolio
Sub-account and your allocations in the Permitted Sub-accounts you have
selected, your Unadjusted Account Value could be more than 90% invested in the
AST bond portfolio Sub-account. If you make additional Purchase Payments to
your Annuity while the 90% cap is in effect, the formula will not transfer any
of such additional Purchase Payments to the AST bond portfolio Sub-account at
least until there is first a transfer out of the AST bond portfolio
Sub-account, regardless of how much of your Unadjusted Account Value is in the
Permitted Sub accounts. This means that there could be scenarios under which,
because of the additional Purchase Payments you make, less than 90% of your
entire Unadjusted Account Value is allocated to the AST bond portfolio
Sub-account, and the formula will still not transfer any of your Unadjusted
Account Value to the AST bond portfolio Sub-account (at least until there is
first a transfer out of the AST bond portfolio Sub-account).

For example,

. March 20, 2011 - you make an additional Purchase Payment of $10,000. No
transfers have been made from the AST bond portfolio Sub-account to the
Permitted Sub-accounts since the cap went into effect on March 19, 2011.

. On March 20, 2011 (and at least until first a transfer is made out of
the AST bond portfolio Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date you
have 82% in the AST bond portfolio Sub-account and 18% in the Permitted
Sub-accounts (such that $20,000 is allocated to the Permitted
Sub-accounts and $90,000 to the AST bond portfolio Sub-account).

between the Permitted Sub-accounts you have chosen and the AST bond
portfolio Sub-account as dictated by the formula.

As discussed above, each Valuation Day, the formula analyzes the
difference between your Unadjusted Account Value and your guarantees, as
well as how long you have owned the benefit, and determines if any
portion of your Unadjusted Account Value needs to be transferred into or
out of the AST bond portfolio Sub-accounts. Therefore, at any given
time, some, none, or most of your Unadjusted Account Value may be
allocated to the AST bond portfolio Sub-accounts.

The amount that is transferred to and from the AST bond portfolio
Sub-accounts pursuant to the formula depends upon a number of factors
unique to your Annuity (and is not necessarily directly correlated with
the securities markets, bond markets, or interest rates, in general)
including:

. The difference between your Unadjusted Account Value and your
guarantee amount(s);

. The amount of time until the maturity of your guarantee(s);

. The amount invested in, and the performance of, the Permitted
Sub-accounts;

. The amount invested in, and the performance of, the AST bond
portfolio Sub-accounts;

. The discount rate used to determine the present value of your
guarantee(s);

. Additional Purchase Payments, if any, that you make to the Annuity;
and

. Withdrawals, if any, taken from the Annuity.

Any amounts invested in the AST bond portfolio Sub-accounts will affect
your ability to participate in a subsequent market recovery. Conversely,
the Unadjusted Account Value may be higher at the beginning of the
recovery, e.g. more of the Unadjusted Account Value may have been
protected from decline and volatility than it otherwise would have been
had the benefit not been elected. The AST bond portfolio Sub-accounts
are available only with certain optional living benefits, and you may
not allocate Purchase Payments to or transfer Account Value to or from
the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the
benefit that have already been locked-in.

Election/Cancellation of the Benefit

GRO Plus II is not available if you participate in any other optional living
benefit. However, GRO Plus II may be elected together with any optional death
benefit.

GRO Plus II will terminate automatically upon: (a) the death of the Owner or
the Annuitant (in an entity owned contract), unless the Annuity is continued by
the surviving spouse; (b) as of the date Unadjusted Account Value is applied to
begin annuity payments; (c) as of the anniversary of benefit election that
immediately precedes the contractually-mandated latest annuity date, or
(d) upon full surrender of the Annuity. If you elect to terminate the benefit,
GRO Plus II will no longer provide any guarantees. The charge for the GRO Plus
II benefit will no longer be deducted from your Unadjusted Account Value upon
termination of the benefit.

If you elect this benefit, and in connection with that election you are
required to reallocate to different investment options permitted under this
benefit, then on the Valuation Day on which we receive your request in Good
Order, we will (i) sell units of the non-permitted investment options and
(ii) invest the proceeds of those sales in the permitted investment options
that you have designated. During this reallocation process, your Unadjusted
Account Value allocated to the Sub-accounts will remain exposed to investment
risk, as is the case generally. The protection afforded by the newly-elected
benefit will not arise until the close of business on the following Valuation
Day.

Account Value" above for more details). You also should be aware that
upon cancellation of the GRO Plus II benefit, you will lose all
guarantees that you had accumulated under the benefit. Thus, the
guarantees under any newly-elected benefit will be based on your current
Unadjusted Account Value at benefit effectiveness. The benefit you elect
or re-elect may be more expensive than the benefit you cancel. Once the
GRO Plus II benefit is canceled you are not required to re-elect another
optional living benefit and any subsequent benefit election may be made
on or after the first Valuation Day following the cancellation of the
GRO Plus II benefit provided that the benefit you are looking to elect
is available at that time and on a post-issue basis.

Special Considerations under GRO Plus II

This benefit is subject to certain rules and restrictions, including,
but not limited to the following:

. Upon inception of the benefit, 100% of your Unadjusted Account Value
must be allocated to the Permitted Sub-accounts. The Permitted
Sub-accounts are those described in the Investment Option section of
this prospectus. No MVA Options may be in effect as of the date that you
elect to participate in the benefit, nor may you add such allocations
after you have acquired the benefit.

. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

. Any amounts applied to your Unadjusted Account Value by us on a maturity
date will not be treated as "investment in the contract" for income tax
purposes.

. Only systematic withdrawal programs in which amounts withdrawn are being
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in
direct proportion to the proportion that each such Sub-account bears to
your total Unadjusted Account Value) will be permitted if you
participate in GRO Plus II. Thus, you may not elect GRO Plus II so long
as you participate in a systematic withdrawal program in which
withdrawals are not taken pro rata. Similarly, if you currently
participate in GRO Plus II, we will allow you to add a systematic
withdrawal program only if withdrawals under the program are to be taken
pro rata.

. As the time remaining until the applicable maturity date(s) gradually
decreases, the benefit may become increasingly sensitive to moves to an
AST bond portfolio Sub-account.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets
of the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the GRO Plus II benefit. The annualized charge is deducted
daily. The charge is deducted to compensate us for: (a) the risk that your
Account Value on a maturity date is less than the amount guaranteed and
(b) administration of the benefit.

HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)

HD GRO II is a form of "guaranteed minimum accumulation benefit" that
guarantees a specified Account Value at one or more dates in the future. If you
participate in this benefit, you are subject to a predetermined mathematical
formula that transfers Account Value between your Sub-accounts and an AST bond
portfolio Sub-account.

HD GRO II creates a series of separate guarantees, each of which is based on
the highest Unadjusted Account Value attained on a day during the applicable
time period. As each year of your participation in the benefit passes, we
create a new guarantee. Each guarantee then remains in existence until the date
on which it matures (unless the benefit terminates sooner). We refer to each
date on which the specified Unadjusted Account Value is guaranteed as the
"maturity date" for that guarantee. HD GRO II will not create a guarantee if
the maturity date of that guarantee would extend beyond the Latest Annuity
Date. This is true even with respect to a new Owner who has acquired the
Annuity from the original Owner. The guarantees provided by the benefit exist
only on the applicable maturity date(s). However, due to the ongoing monitoring
of your Unadjusted Account Value, and the transfer of Unadjusted Account Value
to support your future guarantees, the benefit may provide some protection from
significant Sub-account losses. For this same reason, the benefit may limit
your ability to benefit from Sub-account increases while it is in effect.

The initial guarantee is created on the day that the HD GRO II benefit is added
to your Annuity. We guarantee that your Unadjusted Account Value on the tenth
anniversary of that day (we refer to each such anniversary as a "benefit
anniversary") will not be less than your Unadjusted Account Value on the day
that the HD GRO II benefit was added to your Annuity. Each benefit anniversary
thereafter, we create a new guarantee. With respect to each such subsequent
guarantee, we identify the highest Unadjusted Account Value that occurred
between the date of that benefit anniversary and the date on which HD GRO II
was added to your Annuity. We guarantee that your Unadjusted Account Value ten
years after that benefit anniversary will be no less than the highest daily
Unadjusted Account Value (adjusted for Purchase Payments and withdrawals, as
described below) that occurred during that time period. The following example
illustrates the time period over which we identify the highest daily Unadjusted
Account Value for purposes of each subsequent guarantee under the benefit. If
the date of benefit election were January 1, 2010, we would create a guarantee
on January 1, 2014 based on the highest Unadjusted Account Value achieved
between January 1, 2010 and January 1, 2014, and that guarantee would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts
for Purchase Payments and withdrawals.

contribute such an amount on the next Valuation Day. We will allocate any such
amount to each Sub-account (other than the AST bond portfolio Sub-account used
with this benefit and described below) in accordance with your most recent
allocations instructions. Regardless of whether we need to contribute funds at
the end of a guarantee period, we will at that time transfer all amounts held
within the AST bond portfolio Sub-account associated with the maturing
guarantee to your other Sub-accounts on a pro rata basis, unless your Account
Value is either (1) being allocated according to an asset allocation program or
(2) at that time allocated entirely to an AST bond portfolio Sub-account. If
the former (i.e., an asset allocation program), your Unadjusted Account Value
will be transferred according to the program. If the latter (i.e., an AST bond
portfolio Sub-account), then your Unadjusted Account Value will be transferred
to the Sub-accounts permitted with this benefit according to your most recent
allocation instructions. Any addition or transferred amount may subsequently be
re-allocated based on the predetermined mathematical formula described below.

We increase the amount of each guarantee that has not yet reached its maturity
date, as well as the highest daily Unadjusted Account Value that we calculate
to establish a guarantee, by the amount of each subsequent Purchase Payment
made prior to the applicable maturity date. For example, if the effective date
of the benefit was January 1, 2011, and there was an initial guaranteed amount
that was set at $100,000 maturing January 1, 2021, and a second guaranteed
amount that was set at $120,000 maturing January 1, 2022, then a $30,000
Purchase Payment made on March 30, 2012 would increase the guaranteed amounts
to $130,000 and $150,000, respectively.

If you make a withdrawal ,we effect a proportional reduction to each existing
guarantee amount. We calculate a proportional reduction by reducing each
existing guarantee amount by the percentage represented by the ratio of the
withdrawal amount to your Unadjusted Account Value immediately prior to the
withdrawal.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

.. The Issue Date is December 1, 2010

.. The benefit is elected on December 1, 2010

.. The Unadjusted Account Value on December 1, 2010 is $200,000, which results
in an initial guarantee of $200,000

.. An additional guarantee amount of $350,000 is locked in on December 1, 2011

.. The Unadjusted Account Value immediately prior to the withdrawal is equal to
$380,000

Here is the calculation (figures are rounded):

.. Unadjusted Account Value before Withdrawal $380,000

.. Equals ratio 13.16%

.. All guarantees will be reduced by the above (13.16%)

.. Initial guarantee amount $173,680

.. Additional guarantee amount $303,940

Key Feature - Allocation of Unadjusted Account Value

Election/Cancellation of the Benefit

you will lose all guarantees that you had accumulated under the previous
benefit. The initial guarantee under HD GRO II will be based on your current
Unadjusted Account Value at the time the new benefit becomes effective on your
Annuity. HD GRO II is not available if you participate in any other living
benefit. However, HD GRO II may be elected together with any optional death
benefit.

HD GRO II will terminate automatically upon: (a) the death of the Owner or the
Annuitant (in an entity owned contract), unless the Annuity is continued by the
surviving spouse; (b) as of the date Unadjusted Account Value is applied to
begin annuity payments; (c) as of the anniversary of benefit election that
immediately precedes the contractually-mandated latest annuity date, or
(d) upon full surrender of the Annuity. If you elect to terminate the benefit,
HD GRO II will no longer provide any guarantees. The charge for the HD GRO II
benefit will no longer be deducted from your Unadjusted Account Value upon
termination of the benefit.

If you elect this benefit, and in connection with that election you are
required to reallocate to different investment options permitted under this
benefit, then on the Valuation Day on which we receive your request in Good
Order, we will (i) sell units of the non-permitted investment options and
(ii) invest the proceeds of those sales in the permitted investment options
that you have designated. During this reallocation process, your Unadjusted
Account Value allocated to the Sub-accounts will remain exposed to investment
risk, as is the case generally. The protection afforded by the newly-elected
benefit will not arise until the close of business on the following Valuation
Day.

If you wish, you may cancel the HD GRO II benefit. You may then elect any other
currently available living benefit on any Valuation Day after you have
cancelled the HD GRO II benefit, provided that your Unadjusted Account Value is
allocated in the manner permitted with that new benefit and you otherwise meet
our eligibility requirements. Upon cancellation of the HD GRO II benefit, any
Unadjusted Account Value allocated to the AST bond portfolio Sub-accounts used
with the formula will be reallocated to the Permitted Sub-Accounts according to
your most recent allocation instructions or, in absence of such instructions,
pro rata (i.e., in direct proportion to your current allocations). Upon your
re-election of HD GRO II, Unadjusted Account Value may be transferred between
the AST bond portfolio Sub-accounts and the other Sub-accounts according to the
predetermined mathematical formula (see "Key Feature - Allocation of Unadjusted
Account Value" section for more details). You also should be aware that upon
cancellation of the HD GRO II benefit, you will lose all guarantees that you
had accumulated under the benefit. Thus, the guarantees under your
newly-elected benefit will be based on your current Unadjusted Account Value at
the time the new benefit becomes effective. The benefit you elect or re-elect
may be more expensive than the benefit you cancel.

Special Considerations under HD GRO II

This benefit is subject to certain rules and restrictions, including, but not
limited to the following:

.. Upon inception of the benefit, 100% of your Unadjusted Account Value must be
allocated to the Permitted Sub-accounts. The Permitted Sub-accounts are
those described in the Investment Option section.

.. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

.. Any amounts applied to your Unadjusted Account Value by us on a maturity
date will not be treated as "investment in the contract" for income tax
purposes.

.. As the time remaining until the applicable maturity date gradually
decreases, the benefit may become increasingly sensitive to moves to an AST
bond portfolio Sub-account.

.. Only systematic withdrawal programs in which amounts withdrawn are being
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Unadjusted Account Value) will be permitted if you participate in HD GRO II.
Thus, you may not elect HD GRO II so long as you participate in a systematic
withdrawal program in which withdrawals are not taken pro rata. Similarly,
if you currently participate in HD GRO II, we will allow you to add a
systematic withdrawal program only if withdrawals under the program are to
be taken pro rata.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets
of the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the HD GRO II benefit. The annualized charge is deducted
daily. The charge is deducted to compensate us for: (a) the risk that your
Account Value on the maturity date is less than the amount guaranteed and
(b) administration of the benefit.

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT

be paid upon the Annuitant's death. The person upon whose death the Death
Benefit is paid is referred to below as the "decedent." Where an Annuity is
structured so that it is owned by a grantor trust but the Annuitant is not the
grantor, then the Annuity is required to terminate upon the death of the
grantor if the grantor pre-deceases the Annuitant under Section 72(s) of the
Code. Under this circumstance, the Surrender Value will be paid out to the
trust and it is not eligible for the death benefit provided under the Annuity.

After our receipt of Due Proof of Death, we automatically transfer any
remaining Death Benefit to the AST Money Market Sub-account. However, between
the date of death and the date that we transfer any remaining Death Benefit to
the AST Money Market Sub-account, the amount of the Death Benefit could be
subject to market fluctuations.

If we receive Due Proof of Death more than one year after the date of death, we
reserve the right to limit the Death Benefit to the Unadjusted Account Value on
the date we receive Due Proof of Death (i.e., we would not pay the basic Death
Benefit or any Optional Death Benefit). We reserve the right to waive or extend
the one year day period on a non-discriminatory basis.

MINIMUM DEATH BENEFIT

The Annuity provides a minimum Death Benefit at no additional charge. The
amount of the minimum Death Benefit is equal to the greater of:

. The sum of all Purchase Payments you have made since the Issue Date of
the Annuity until the date of Due Proof of Death, reduced proportionally
by the ratio of the amount of any withdrawal to the Account Value
immediately prior to the withdrawal; AND

. Your Unadjusted Account Value.

OPTIONAL DEATH BENEFITS

Two optional Death Benefits are offered for purchase with your Annuity to
provide an enhanced level of protection for your beneficiaries. The optional
Death Benefits are called the Highest Anniversary Value Death Benefit and the
Combination 5% Roll-up and Highest Anniversary Value Death Benefit. These
optional Death Benefits also are available if your Annuity is held as a
Beneficiary Annuity. Currently, these optional death benefits are only offered
in those jurisdictions where we have received regulatory approval and must be
elected at the time that you purchase your Annuity. Neither optional death
benefit is available with Highest Daily Lifetime 6 Plus with LIA. You may not
elect both Optional Death Benefits. Investment restrictions apply if you elect
either Optional Death Benefit. See the chart in the "Investment Options"
section of the prospectus for a list of Investment Options available and
permitted with each benefit. If subsequent to your election of an Optional
Death Benefit, we change our requirements as to how your Account Value must be
allocated, we will not compel you to re-allocate your Account Value in
accordance with our newly-adopted requirements.

Key Terms Used with the Highest Anniversary Value Death Benefit and the
Combination 5% Roll-up and Highest Anniversary Value Death Benefit:

then we will set the Death Benefit Target Date with reference to the age
of the oldest new Owner (or Annuitant). However, we will not change the
Death Benefit Target Date if the change of Owner (or Annuitant, for an
entity-owned Annuity) occurs after the previous Death Benefit Target
Date.

. The Highest Anniversary Value on the Issue Date is equal to your
Unadjusted Account Value. Thereafter, we calculate a Highest Anniversary
Value on each anniversary of the Issue Date of the Annuity ("Annuity
Anniversary") up to and including the earlier of the date of death or
attainment of the Death Benefit Target Date. On each such anniversary,
the Anniversary Value is equal to the greater of (a) the previous
Highest Anniversary Value and (b) the Unadjusted Account Value on each
such Anniversary. Between such anniversaries, the Highest Anniversary
Value is increased by the sum of all Purchase Payments since the prior
anniversary date and reduced by any Proportional Withdrawals since the
prior anniversary date.

. The Roll-up Value. The initial Roll-Up Value is equal to the Unadjusted
Account Value on the Issue Date of the Annuity. Each day we increase the
Roll-up Value at the daily equivalent of a 5% annual rate.

We stop increasing the Roll-Up Value at the 5% annual rate on the first to
occur of the following: (1) the decedent's date of death and (2) the Death
Benefit Target Date. After we stop increasing the Roll-Up Value at the 5%
annual rate, we continue to increase the Roll-Up Value by the amount of any
additional Purchase Payments made after that date.

. Proportional Withdrawals are determined by calculating the ratio of the
amount of the withdrawal (including any applicable MVA) to the Account
Value as of the date of the withdrawal but immediately prior to the
withdrawal. Proportional withdrawals result in a reduction to the
Highest Anniversary Value or Roll-Up value by reducing such value in the
same proportion as the Account Value was reduced by the withdrawal as of
the date the withdrawal occurred. For example, if your Highest
Anniversary Value or Roll-up value is $125,000 and you subsequently
withdraw $10,000 at a time when your Account Value is equal to $100,000
(a 10% reduction), then we will reduce your Highest Anniversary Value or
Roll-Up value ($ 125,000) by 10%, or $12,500.

Highest Anniversary Value Death Benefit ("HAV")

Calculation of Highest Anniversary Value Death Benefit

If the decedent's date of death occurs before the Death Benefit Target Date,
the Death Benefit equals the greater of:

1. the greater of the minimum Death Benefit described above, and

2. the Highest Anniversary Value as of the date on which we receive Due Proof
of Death.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. the greater of the minimum Death Benefit described above, and,

2. the Highest Anniversary Value on the Death Benefit Target Date, plus any
Purchase Payments since the Death Benefit Target Date, less the effect of any
Proportional Withdrawals since the Death Benefit Target Date.

Combination 5% Roll-up and Highest Anniversary Value Death Benefit

If an Annuity has one Owner, the Owner must be age 79 or less at the time the
Combination 5% Roll-up and HAV Optional Death Benefit is purchased. If an
Annuity has joint Owners, the oldest Owner must be age 79 or less upon
election. If the Annuity is owned by an entity, the Annuitant must be age 79 or
less upon election.

Calculation of 5% Roll-Up and Highest Anniversary Value Death Benefit

The Combination 5% Roll-up and HAV Death Benefit equals the greatest of:

If the decedent's date of death occurs before the Death Benefit Target Date,
the Death Benefit equals the greater of:

1. the greater of the minimum Death Benefit described above, and

2. the Highest Anniversary Value as of the date on which we receive Due Proof
of Death.

3. the Roll-Up Value as described above.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. the greater of the minimum Death Benefit described above, and,

2. the Highest Anniversary Value on the Death Benefit Target Date plus any
Purchase Payments since the Death Benefit Target Date, less the effect of any
Proportional Withdrawals since the Death Benefit Target Date.

3. the Roll-Up Value as described below.

Effect of withdrawals on the Roll-up Value prior to Death Benefit Target Date.
Withdrawals prior to the Death Benefit Target Date reduce the Roll-Up Value by
the amount of the withdrawal until an annual "dollar-for-dollar" limit has been
reached, and withdrawals in excess of the dollar-for-dollar limit then reduce
the Roll-Up Value proportionally. Until the first Anniversary of the Issue
Date, the dollar-for-dollar limit is equal to 5% of the initial Roll-Up Value.
On each Annuity Anniversary thereafter, we reset the dollar-for-dollar limit to
equal 5% of the Roll-Up Value on that anniversary. When all or a portion of a
withdrawal exceeds the dollar-for-dollar limit for that Annuity Year, the
excess portion of the withdrawal proportionally reduces the Roll-Up Value. The
proportional reduction decreases the Roll-Up Value by the ratio of the "excess
withdrawal" (i.e., the amount of the withdrawal that exceeds the
dollar-for-dollar limit in that Annuity Year) to your Account Value (after the
Account Value has been reduced by any portion of the withdrawal that was within
the dollar-for-dollar limit but is not reduced by the excess withdrawal).

Effect of withdrawals on the Roll-up Value on or after the Death Benefit Target
Date. All withdrawals after the Death Benefit Target date are Proportional
Withdrawals.

What are the charges for the optional Death Benefits?

For elections of the Highest Anniversary Value Death Benefit and the
Combination 5% Roll-Up and HAV Death Benefit, we impose a charge equal to 0.40%
and 0.80%, respectively, per year of the average daily net assets of the
Sub-accounts. We deduct the charge for each of these benefits to compensate
Pruco Life for providing increased insurance protection under the optional
Death Benefits. The additional annualized charge is deducted daily against your
Account Value allocated to the Sub-accounts.

Can I terminate the optional Death Benefits?

The Highest Anniversary Value Death Benefit and the Combination 5% Roll-up and
HAV Death Benefit may not be terminated by you once elected. Each optional
Death Benefit will terminate upon the first to occur of the following:

. the date that the Death Benefit is determined, unless the Annuity is
continued by a spouse Beneficiary;

. upon the Annuity Date;

. upon surrender of the Annuity; or

. if your Account Value reaches zero.

Where an Annuity is structured so that it is owned by a grantor trust but the
Annuitant is not the grantor, then the Annuity is required to be surrendered
upon the death of the grantor if the grantor pre-deceases the Annuitant under
Section 72(s) of the Code. Under this circumstance, the Account Value will be
paid out to the beneficiary and it is not eligible for the Death Benefit
provided under the Annuity.

Upon termination, we cease to assess the fee for the optional Death Benefit.

Is there a Death Benefit Suspension Period?

If the decedent was not the Owner or Annuitant as of the Issue Date (or within
60 days thereafter) and did not become the Owner or Annuitant due to the prior
Owner's or Annuitant's death, any Death Benefit (including any optional Death
Benefit) that applies will be suspended for a two-year period as to that person
from the date he or she first became Owner or Annuitant. While the two year
suspension is in effect, the Death Benefit amount will equal the Unadjusted
Account Value. Thus, if you had elected an Optional Death benefit, and the
suspension was in effect, you would be paying the fee for the Optional Death
Benefit even though during the suspension period your Death Benefit would be
limited to the Unadjusted Account Value. After the two-year suspension period
is completed the Death Benefit is the same as if the suspension period had not
been in force. See the section of the prospectus above generally with regard to
changes of Owner or Annuitant that are allowable.

Spousal Continuation of Annuity

Subsequent to spousal continuation, the minimum Death Benefit will be equal to
the greater of:

. The Unadjusted Account Value on the effective date of the spousal
continuance, plus all Purchase Payments you have made since the spousal
continuance until the date of Due Proof of Death, reduced proportionally
by the ratio of the amount of any withdrawal to the Account Value
immediately prior to the withdrawal; AND

. The Unadjusted Account Value on Due Proof of Death of the assuming
spouse.

Spousal continuation is also permitted, subject to our rules and regulatory
approval, if the Annuity is held by a custodial account established to hold
retirement assets for the benefit of the natural person Annuitant pursuant to
the provisions of Section 408(a) of the Code ("Custodial Account") and, on the
date of the Annuitant's death, the spouse of the Annuitant is (1) the
Contingent Annuitant under the Annuity and (2) the beneficiary of the Custodial
Account. The ability to continue the Annuity in this manner will result in the
Annuity

no longer qualifying for tax deferral under the Code. However, such tax
deferral should result from the ownership of the Annuity by the Custodial
Account. Please consult your tax or legal adviser.

Federal law only permits a spousal continuance to defer the distribution
requirements of the Code to spouses recognized under federal law.

We allow a spouse to continue the Annuity even though he/she has reached or
surpassed the Latest Annuity Date. However, upon such a spousal continuance,
annuity payments would begin immediately.

PAYMENT OF DEATH BENEFITS

Alternative Death Benefit Payment Options - Annuities owned by Individuals (not
associated with Tax-Favored Plans)

Except in the case of a spousal continuation as described above, upon your
death, certain distributions must be made under the Annuity. The required
distributions depend on whether you die before you start taking annuity
payments under the Annuity or after you start taking annuity payments under the
Annuity. If you die on or after the Annuity Date, the remaining portion of the
interest in the Annuity must be distributed at least as rapidly as under the
method of distribution being used as of the date of death. In the event of the
decedent's death before the Annuity Date, the Death Benefit must be distributed:

. within five (5) years of the date of death; or

. as a series of payments not extending beyond the life expectancy of the
beneficiary or over the life of the beneficiary. Payments under this
option must begin within one year of the date of death.

If the Annuity is held as a Beneficiary Annuity, the payment of the Death
Benefit must be distributed:

. as a lump sum payment; or

. as a series of required distributions under the Beneficiary Continuation
Option as described below in the section entitled "Beneficiary
Continuation Option,", unless you have made an election prior to Death
Benefit proceeds becoming due

Alternative Death Benefit Payment Options - Annuities Held by Tax-Favored Plans

. If you die after a designated Beneficiary has been named, the death
benefit must be distributed by December 31st of the year including the
five year anniversary of the date of death, or as periodic payments not
extending beyond the life expectancy of the designated Beneficiary
(provided such payments begin by December 31st of the year following the
year of death). However, if your surviving spouse is the Beneficiary,
the death benefit can be paid out over the life expectancy of your
spouse with such payments beginning no later than December 31st of the
year following the year of death or December 31st of the year in which
you would have reached age 70 1/2, whichever is later. Additionally, if
the Death Benefit is payable to (or for the benefit of) your surviving
spouse, that portion of the Annuity may be continued with your spouse as
the owner. If your Beneficiary elects to receive full distribution by
December 31st of the year including the five year anniversary of the
date of death, 2009 shall not be included in the five year requirement
period. This effectively extends this period to December 31st of the
year including the six year anniversary date of death.

. If you die before a designated Beneficiary is named and before the date
Required Minimum Distributions must begin under the Code, the Death
Benefit must be paid out by December 31st of the year including the five
year anniversary of the date of death. For Annuities where multiple
Beneficiaries have been named and at least one of the Beneficiaries does
not qualify as a designated Beneficiary and the account has not been
divided into separate accounts by December 31st of the year following
the year of death, such Annuity is deemed to have no designated
Beneficiary. For this distribution requirement also, 2009 shall not be
included in the five year requirement period.

account has not been divided into separate accounts by December 31st of
the year following the year of death, such Annuity is deemed to have no
designated Beneficiary.

A Beneficiary has the flexibility to take out more each year than mandated
under the Required Minimum Distribution rules.

Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
continue to be tax deferred. Amounts withdrawn each year, including amounts
that are required to be withdrawn under the Required Minimum Distribution
rules, are subject to tax. You may wish to consult a professional tax advisor
for tax advice as to your particular situation.

The tax consequences to the Beneficiary may vary among the different Death
Benefit payment options. See the Tax Considerations section of this prospectus,
and consult your tax advisor.

Beneficiary Continuation Option

Instead of receiving the Death Benefit in a single payment, or under an Annuity
Option, a Beneficiary may take the Death Benefit under an alternative Death
Benefit payment option, as provided by the Code and described above under the
sections entitled "Payment of Death Benefits" and "Alternative Death Benefit
Payment Options - Annuities Held by Tax-Favored Plans." This "Beneficiary
Continuation Option" is described below and is available for both qualified
Annuities (i.e. annuities sold to an IRA, Roth IRA, SEP IRA, or 403(b)),
Beneficiary Annuities and non-qualified Annuities. This option is different
from the "Beneficiary Annuity because the Beneficiary Continuation Option is a
death benefit payout option used explicitly for annuities issued by a
Prudential affiliate. Under the Beneficiary Continuation Option:

. The Beneficiary must apply at least $15,000 to the Beneficiary
Continuation Option (thus, the Death Benefit amount payable to each
beneficiary must be at least $15,000).

. The Annuity will be continued in the Owner's name, for the benefit of
the Beneficiary.

. Beginning on the date we receive an election by the Beneficiary to take
the Death Benefit in a form other than a lump sum, the Beneficiary will
incur a Settlement Service Charge which is an annual charge assessed on
a daily basis against the average assets allocated to the Sub-accounts.
The charge is 1.00% per year.

. Beginning on the date we receive an election by the Beneficiary to take
the Death Benefit in a form other than a lump sum, the Beneficiary will
incur an annual maintenance fee equal to the lesser of $30 or 2% of
Unadjusted Account Value. The fee will only apply if the Unadjusted
Account Value is less than $25,000 at the time the fee is assessed. The
fee will not apply if it is assessed 30 days prior to a surrender
request.

. The initial Account Value will be equal to any Death Benefit (including
any optional Death Benefit) that would have been payable to the
Beneficiary if the Beneficiary had taken a lump sum distribution.

. The available Sub-accounts will be among those available to the Owner at
the time of death, however certain Sub-Accounts may not be available.

. The Beneficiary may request transfers among Sub-accounts, subject to the
same limitations and restrictions that applied to the Owner. Transfers
in excess of 20 per year will incur a $10 transfer fee.

. No MVA Options will be offered for Beneficiary Continuation Options.

. No additional Purchase Payments can be applied to the Annuity. Multiple
death benefits cannot be combined in a single Beneficiary Continuation
Option.

. The basic Death Benefit and any optional benefits elected by the Owner
will no longer apply to the Beneficiary.

. Upon the death of the Beneficiary, any remaining Account Value will be
paid in a lump sum to the person(s) named by the Beneficiary
(successor), unless the successor chooses to continue receiving payments
through a Beneficiary Continuation Option established for the successor.
However, the distributions will continue to be based on the Key Life of
the Beneficiary Continuation Option the successor received the death
benefit proceeds from.

VALUING YOUR INVESTMENT

VALUING THE SUB-ACCOUNTS

When you allocate Account Value to a Sub-account, you are purchasing units of
the Sub-account. Each Sub-account invests exclusively in shares of an
underlying Portfolio. The value of the Units fluctuates with the market
fluctuations of the Portfolios. The value of the Units also reflects the daily
accrual for the Insurance Charge, and if you elected one or more optional
benefits whose annualized charge is deducted daily, the additional charge for
such benefits.

Example

Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
Sub-account. Assume that later, you wish to transfer $3,000 of your Account
Value out of that Sub-account and into another Sub-account. On the Valuation
Day you request the transfer, the Unit Price of the original Sub-account has
increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
Price of $17.83. You would then have 168.255 Units of the new Sub-account.

PROCESSING AND VALUING TRANSACTIONS

Pruco Life is generally open to process financial transactions on those days
that the New York Stock Exchange (NYSE) is open for trading. There may be
circumstances where the NYSE does not open on a regularly scheduled date or
time or closes at an earlier time than scheduled (normally 4:00 p.m. EST).
Generally, financial transactions requested before the close of the NYSE which
meet our requirements will be processed according to the value next determined
following the close of business. Financial transactions requested on a
non-business day or after the close of the NYSE will be processed based on the
value next computed on the next Valuation Day. There may be circumstances when
the opening or closing time of the NYSE is different than other major stock
exchanges, such as NASDAQ or the American Stock Exchange. Under such
circumstances, the closing time of the NYSE will be used when valuing and
processing transactions.

There may be circumstances where the NYSE is open, however, due to inclement
weather, natural disaster or other circumstances beyond our control, our
offices may be closed or our business processing capabilities may be
restricted. Under those circumstances, your Account Value may fluctuate based
on changes in the Unit Values, but you may not be able to transfer Account
Value, or make a purchase or redemption request. The NYSE is closed on the
following nationally recognized holidays: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving, and Christmas. On those dates, we will not process any
financial transactions involving purchase or redemption orders. Pruco Life will
also not process financial transactions involving purchase or redemption orders
or transfers on any day that:

.. trading on the NYSE is restricted;

.. an emergency, as determined by the SEC, exists making redemption or
valuation of securities held in the separate account impractical; or

.. the SEC, by order, permits the suspension or postponement for the protection
of security holders.

We have arrangements with certain selling firms, under which receipt by the
firm in good order prior to our cut-off time on a given Valuation Day is
treated as receipt by us on that Valuation Day for pricing purposes. Currently,
we have such an arrangement with Citigroup Global Markets Inc. ("CGM"). We
extend this pricing treatment to orders that you submit directly through CGM
and to certain orders submitted through Morgan Stanley Smith Barney LLC
("MSSB") where CGM serves as clearing firm for MSSB. Your MSSB registered
representative can tell you whether your order will be cleared through CGM. In
addition, we currently have an arrangement with Merrill, Lynch, Pierce,
Fenner & Smith, Inc. ("Merrill Lynch") under which transfer orders between
Sub-accounts that are received in good order by Merrill Lynch prior to the NYSE
close on a given Valuation Day will be priced by us as of that Valuation Day.
The arrangements with CGM, MSSB, and Merrill Lynch may be terminated or
modified in certain circumstances.

to issue your Annuity, we may retain the Purchase Payment while we try to reach
you or your representative to obtain all of our requirements. If we are unable
to obtain all of our required information within five (5) Valuation Days, we
are required to return the Purchase Payment to you at that time, unless you
specifically consent to our retaining the Purchase Payment while we gather the
required information. Once we obtain the required information, we will invest
the Purchase Payment and issue an Annuity within two (2) Valuation Days. With
respect to both your initial Purchase Payment and any subsequent Purchase
Payment that is pending investment in our separate account, we may hold the
amount temporarily in our general account and may earn interest on such amount.
You will not be credited with interest during that period.

Additional Purchase Payments: We will apply any additional Purchase Payments on
the Valuation Day that we receive the Purchase Payment at our Service Office in
Good Order.

Scheduled Transactions: Scheduled transactions include transfers under Dollar
Cost Averaging, the Asset Allocation Program, Auto-Rebalancing, Systematic
Withdrawals, Systematic Investments, required Minimum Distributions,
substantially equal periodic payments under section 72(t)/72(q) of the Code,
and annuity payments. Scheduled transactions are processed and valued as of the
date they are scheduled, unless the scheduled day is not a Valuation Day. In
that case, the transaction will be processed and valued on the next Valuation
Day, unless (with respect to required Minimum Distributions, substantially
equal periodic payments under Section 72(t)/72(q) of the Code, and annuity
payments only), the next Valuation Day falls in the subsequent calendar year,
in which case the transaction will be processed and valued on the prior
Valuation Day.

Unscheduled Transactions: "Unscheduled" transactions include any other
non-scheduled transfers and requests for Partial Withdrawals or Free
Withdrawals or Surrenders. With respect to certain written requests to withdraw
Account Value, we may seek to verify the requesting Owner's signature.
Specifically, we reserve the right to perform a signature verification for
(a) any withdrawal exceeding a certain dollar amount and (b) a withdrawal
exceeding a certain dollar amount if the payee is someone other than the Owner.
In addition, we will not honor a withdrawal request in which the requested
payee is the Financial Professional or agent of record. We reserve the right to
request a signature guarantee with respect to a written withdrawal request. If
we do perform a signature verification, we will pay the withdrawal proceeds
within 7 days after the withdrawal request was received by us in Good Order,
and will process the transaction in accordance with the discussion in
"Processing And Valuing Transactions"

Death Benefits: Death Benefit claims require our review and evaluation before
processing. We price such transactions as of the date we receive at our Service
Office in Good Order all supporting documentation we require for such
transactions.

We are generally required by law to pay any death benefit claims from the
Separate Account within 7 days of our receipt of your request in Good Order.

Transactions in Profund VP Sub-accounts: Generally, purchase or redemption
orders or transfer requests must be received by us by no later than the close
of the NYSE to be processed on the current Valuation Day. However, any transfer
request involving the ProFund VP Sub-accounts must be received by us no later
than one hour prior to any announced closing of the applicable securities
exchange (generally, 3:00 p.m. Eastern time) to be processed on the current
Valuation Day. The "cut-off" time for such financial transactions involving a
ProFund VP Sub-account will be extended to 1/2 hour prior to any announced
closing (generally, 3:30 p.m. Eastern time) for transactions submitted
electronically through Prudential Annuities' Internet website
(www.prudentialannuities.com). You cannot request a transaction involving the
transfer of units in one of the ProFund VP Sub-accounts between the applicable
"cut-off" time and 4:00 p.m. Transactions received after 4:00 p.m. will be
treated as received by us on the next Valuation Day.

Termination of Optional Benefits: If any optional benefit terminates, we will
no longer deduct the charge we apply to purchase the optional benefit. Certain
optional benefits may be added after you have purchased your Annuity. On the
date a charge no longer applies or a charge for an optional benefit begins to
be deducted, your Annuity will become subject to a different charge.

TAX CONSIDERATIONS

The tax considerations associated with an Annuity vary depending on whether the
contract is (i) owned by an individual or non-natural person, and not
associated with a tax-favored retirement plan, or (ii) held under a tax-favored
retirement plan. We discuss the tax considerations for these categories of
contracts below. The discussion is general in nature and describes only federal
income tax law (not state or other tax laws). It is based on current law and
interpretations, which may change. The information provided is not intended as
tax advice. You should consult with a qualified tax advisor for complete
information and advice. References to Purchase Payments below relate to your
cost basis in your contract. Generally, your cost basis in a contract not
associated with a tax-favored retirement plan is the amount you pay into your
contract, or into annuities exchanged for your contract, on an after-tax basis
less any withdrawals of such payments. Cost basis for a tax-favored retirement
plan is provided only in limited circumstances, such as for contributions to a
Roth IRA or nondeductible IRA contributions. The discussion includes a
description of certain spousal rights under the contract, and our
administration of such spousal rights and related tax reporting accords with
our understanding of the Defense of Marriage Act (which defines a "marriage" as
a legal union between a man and a woman and a "spouse" as a person of the
opposite sex). Depending on the state in which your annuity is issued, we may
offer certain spousal benefits to civil union couples or same-sex marriages.
You should be aware, however, that federal tax law does not recognize civil
unions or same-sex marriages. Therefore, we cannot permit a civil union partner
or same-sex spouse to continue the annuity upon the death of the first partner
within the meaning of the federal tax law. This limits the benefits afforded a
civil union partner or same-sex spouse under the annuity's "spousal
continuance" provision. Civil union couples and same-sex marriage spouses
should consider that limitation before selecting a spousal benefit under the
annuity.

The discussion below generally assumes that the Annuity Contract is issued to
the Contract Owner. For Annuity Contracts issued under the Beneficiary
Continuation Option or as a Beneficiary Annuity, refer to the Taxes Payable by
Beneficiaries for Nonqualified Annuity Contracts and Required Distributions
Upon Your Death for Qualified Annuity Contracts in this Tax Considerations
section.

NONQUALIFIED ANNUITY CONTRACTS

In general, as used in this prospectus, a Nonqualified Annuity is owned by an
individual or non-natural person and is not associated with a tax-favored
retirement plan.

It is possible that the Internal Revenue Service (IRS) would assert that some
or all of the charges for the optional benefits under the contract should be
treated for federal income tax purposes as a partial withdrawal from the
contract. If this were the case, the charge for this benefit could be deemed a
withdrawal and treated as taxable to the extent there are earnings in the
contract. Additionally, for owners under age 59 1/2, the taxable income
attributable to the charge for the benefit could be subject to a tax penalty.
If the IRS determines that the charges for one or more benefits under the
contract are taxable withdrawals, then the sole or surviving owner will be
provided with a notice from us describing available alternatives regarding
these benefits.

You must commence annuity payments no later than the first day of the calendar
month next following the maximum Annuity date for your Contract. For some of
our contracts, you are able to choose to defer the Annuity Date beyond the
default Annuity date described in your Contract. However, the IRS may not then
consider your contract to be an annuity under the tax law.

Taxes on Withdrawals and Surrender If you make a withdrawal from your contract
or surrender it before annuity payments begin, the amount you receive will be
taxed as ordinary income, rather than as return of Purchase Payments, until all
gain has been withdrawn. Once all gain has been withdrawn, payments will be
treated as a nontaxable return of Purchase Payments until all Purchase Payments
have been returned. After all Purchase Payments are returned, all subsequent
amounts will be taxed as ordinary income. You will generally be taxed on any
withdrawals from the contract while you are alive even if the withdrawal is
paid to someone else. Withdrawals under any of the optional living benefits or
as a systematic payment are taxed under these rules. If you assign or pledge
all or part of your contract as collateral for a loan, the part assigned
generally will be treated as a withdrawal. If you transfer your contract for
less than full consideration, such as by gift, you will also trigger tax on any
gain in the contract. This rule does not apply if you transfer the contract to
your spouse or under most circumstances if you transfer the contract incident
to divorce.

If you choose to receive payments under an interest payment option, or a
beneficiary chooses to receive a death benefit under an interest payment
option, that election will be treated, for tax purposes, as surrendering your
Annuity and will immediately subject any gain in the contract to income tax.

Taxes on Annuity Payments A portion of each annuity payment you receive will be
treated as a partial return of your Purchase Payments and will not be taxed.
The remaining portion will be taxed as ordinary income. Generally, the
nontaxable portion is determined

Please refer to your Annuity contract for the maximum Annuity Date.

. the amount is paid on or after you reach age 59 1/2 or die;

. the amount received is attributable to your becoming disabled;

. the amount received is paid under an immediate annuity contract (in
which annuity payments begin within one year of purchase).

Other exceptions to this tax may apply. You should consult your tax advisor for
further details.

Special Rules in Relation to Tax-free Exchanges Under Section 1035

Section 1035 of the Internal Revenue Code of 1986, as amended (Code), permits
certain tax-free exchanges of a life insurance, annuity or endowment contract
for an annuity, including tax-free exchanges of annuity death benefits for a
Beneficiary Annuity. Partial surrenders may be treated in the same way as
tax-free 1035 exchanges of entire contracts, therefore avoiding current
taxation of any gains in the contract as well as the 10% tax penalty on pre-age
59 1/2 withdrawals. In Revenue Procedure 2008-24, the IRS has indicated that
where there is a surrender or distribution from either the initial annuity
contract or receiving annuity contract within 12 months of the date on which
the partial exchange was completed, the transfer will retroactively be treated
as a taxable distribution from the initial annuity contract and a contribution
to the receiving annuity contract. Tax free exchange treatment will be retained
if the subsequent surrender or distribution would be eligible for an exception
to the 10% federal income tax penalty, other than the exceptions for
substantially equal periodic payments or distributions under an immediate
annuity. It is unclear how the IRS will treat a partial exchange from a life
insurance, endowment, or annuity contract into an immediate annuity. As of the
date of this prospectus, we will accept a partial 1035 exchange from a
non-qualified annuity into an immediate annuity as a "tax-free" exchange for
future tax reporting purposes, except to the extent that we, as a reporting and
withholding agent, believe that we would be expected to deem the transaction to
be abusive. However, some insurance companies may not recognize these partial
surrenders as tax-free exchanges and may report them as taxable distributions
to the extent of any gain distributed as well as subjecting the taxable portion
of the distribution to the 10% tax penalty. We strongly urge you to discuss any
transaction of this type with your tax advisor before proceeding with the
transaction.

Taxes Payable by Beneficiaries

. As a lump sum payment: the beneficiary is taxed on gain in the contract.

. Within 5 years of death of owner: the beneficiary is taxed as amounts
are withdrawn (in this case gain is treated as being distributed first).

Reporting and Withholding on Distributions Taxable amounts distributed from an
Annuity are subject to federal and state income tax reporting and withholding.
In general, we will withhold federal income tax from the taxable portion of
such distribution based on the type of distribution. In the case of an annuity
or similar periodic payment, we will withhold as if you are a married
individual with three (3) exemptions unless you designate a different
withholding status. If no U.S. taxpayer identification number is provided, we
will automatically withhold using single with zero exemptions as the default.
In the case of all other distributions, we will withhold at a 10% rate. You may
generally elect not to have tax withheld from your payments. An election out of
withholding must be made on forms that we provide.

State income tax withholding rules vary and we will withhold based on the rules
of your State of residence. Special tax rules apply to withholding for
nonresident aliens, and we generally withhold income tax for nonresident aliens
at a 30% rate. A different withholding rate may be applicable to a nonresident
alien based on the terms of an existing income tax treaty between the United
States and the nonresident alien's country. Please refer to the discussion
below regarding withholding rules for a Qualified Annuity.

Regardless of the amount withheld by us, you are liable for payment of federal
and state income tax on the taxable portion of annuity distributions. You
should consult with your tax advisor regarding the payment of the correct
amount of these income taxes and potential liability if you fail to pay such
taxes.

Entity Owners

Nonqualified Annuity.

Where a contract is structured so that it is owned by a grantor trust but the
annuitant is not the grantor, then the contract is required to terminate upon
the death of the grantor if the grantor pre-deceases the annuitant under
Section 72(s) of the Code. Under this circumstance, the contract value will be
paid out to the beneficiary and it is not eligible for the death benefit
provided under the contract.

Annuity Qualification

Diversification And Investor Control. In order to qualify for the tax rules
applicable to annuity contracts described above, the assets underlying the
Sub-accounts of an Annuity must be diversified, according to certain rules
under the Internal Revenue Code. Each portfolio is required to diversify its
investments each quarter so that no more than 55% of the value of its assets is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. Generally, securities of
a single issuer are treated as one investment and obligations of each U.S.
Government agency and instrumentality (such as the Government National Mortgage
Association) are treated as issued by separate issuers. In addition, any
security issued, guaranteed or insured (to the extent so guaranteed or insured)
by the United States or an instrumentality of the U.S. will be treated as a
security issued by the U.S. Government or its instrumentality, where
applicable. We believe the Portfolios underlying the variable investment
options of the Annuity meet these diversification requirements.

An additional requirement for qualification for the tax treatment described
above is that we, and not you as the contract owner, must have sufficient
control over the underlying assets to be treated as the owner of the underlying
assets for tax purposes. While we also believe these investor control rules
will be met, the Treasury Department may promulgate guidelines under which a
variable annuity will not be treated as an annuity for tax purposes if persons
with ownership rights have excessive control over the investments underlying
such variable annuity. It is unclear whether such guidelines, if in fact
promulgated, would have retroactive effect. It is also unclear what effect, if
any, such guidelines might have on transfers between the investment options
offered pursuant to this prospectus. We reserve the right to take any action,
including modifications to your Annuity or the investment options, required to
comply with such guidelines if promulgated. Any such changes will apply
uniformly to affected owners and will be made with such notice to affected
owners as is feasible under the circumstances.

Required Distributions Upon Your Death for Nonqualified Annuity Contracts. Upon
your death, certain distributions must be made under the contract. The required
distributions depend on whether you die before you start taking annuity
payments under the contract or after you start taking annuity payments under
the contract. If you die on or after the Annuity Date, the remaining portion of
the interest in the contract must be distributed at least as rapidly as under
the method of distribution being used as of the date of death. If you die
before the Annuity Date, the entire interest in the contract must be
distributed within 5 years after the date of death, or as periodic payments over

a period not extending beyond the life or life expectancy of the designated
beneficiary (provided such payments begin within one year of your death). Your
designated beneficiary is the person to whom benefit rights under the contract
pass by reason of death, and must be a natural person in order to elect a
periodic payment option based on life expectancy or a period exceeding five
years. Additionally, if the Annuity is payable to (or for the benefit of) your
surviving spouse, that portion of the contract may be continued with your
spouse as the owner. For Nonqualified annuity contracts owned by a non-natural
person, the required distribution rules apply upon the death of the annuitant.
This means that for a contract held by a non-natural person (such as a trust)
for which there is named a co-annuitant, then such required distributions will
be triggered by the death of the first co-annuitants to die.

Qualified Annuity Contracts

The following is a general discussion of the tax considerations for Qualified
Annuity contracts. This Annuity may or may not be available for all types of
the tax-favored retirement plans discussed below. This discussion assumes that
you have satisfied the eligibility requirements for any tax-favored retirement
plan. Please consult your Financial Professional prior to purchase to confirm
if this contract is available for a particular type of tax-favored retirement
plan or whether we will accept the type of contribution you intend for this
contract.

A Qualified annuity may typically be purchased for use in connection with:

.. Individual retirement accounts and annuities (IRAs), including inherited
IRAs (which we refer to as a Beneficiary IRA), which are subject to Sections
408(a) and 408(b) of the Code;

.. Roth IRAs, including inherited Roth IRAs (which we refer to as a Beneficiary
Roth IRA) under Section 408A of the Code;

.. A corporate Pension or Profit-sharing plan (subject to 401(a) of the Code);

.. H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the Code)

.. Tax Sheltered Annuities (subject to 403(b) of the Code, also known as Tax
Deferred Annuities or TDAs);

.. Section 457 plans (subject to 457 of the Code).

A Nonqualified annuity may also be purchased by a 401(a) trust or custodial IRA
or Roth IRA account, or a Section 457 plan, which can hold other permissible
assets. The terms and administration of the trust or custodial account or plan
in accordance with the laws and regulations for 401(a) plans, IRAs or Roth
IRAs, or a Section 457 plan, as applicable, are the responsibility of the
applicable trustee or custodian.

You should be aware that tax favored plans such as IRAs generally provide
income tax deferral regardless of whether they invest in annuity contracts.
This means that when a tax favored plan invests in an annuity contract, it
generally does not result in any additional tax benefits (such as income tax
deferral and income tax free transfers).

Types of Tax-favored Plans

IRAs. If you buy an Annuity for use as an IRA, we will provide you a copy of
the prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA
Disclosure Statement" which accompany the prospectus contain information about
eligibility, contribution limits, tax particulars, and other IRA information.
In addition to this information (some of which is summarized below), the IRS
requires that you have a "free look" after making an initial contribution to
the contract. During this time, you can cancel the Annuity by notifying us in
writing, and we will refund all of the Purchase Payments under the Annuity (or,
if provided by applicable state law, the amount credited under the Annuity, if
greater), less any applicable federal and state income tax withholding.

Contributions Limits/Rollovers. Subject to the minimum Purchase Payment
requirements of an Annuity, you may purchase an Annuity for an IRA in
connection with a "rollover" of amounts from a qualified retirement plan, as a
transfer from another IRA, by making a single contribution consisting of your
IRA contributions and catch-up contributions, if applicable, attributable to
the prior year and the current year during the period from January 1 to
April 15, or as a current year contribution. In 2009 the contribution limit is
$5,000. The contribution amount is indexed for inflation. The tax law also
provides for a catch-up provision for individuals who are age 50 and above,
allowing these individuals an additional $1,000 contribution each year. The
catch-up amount is not indexed for inflation.

The "rollover" rules under the Code are fairly technical; however, an
individual (or his or her surviving spouse) may generally "roll over" certain
distributions from tax favored retirement plans (either directly or within 60
days from the date of these distributions) if he or she meets the requirements
for distribution. Once you buy an Annuity, you can make regular IRA
contributions under the Annuity (to the

The rollover rules applicable to non-spouse beneficiaries under the Code are
more restrictive than the rollover rules applicable to owner/participants and
spouse beneficiaries. Generally, non-spouse beneficiaries may roll over
distributions from tax favored retirement plans only as a direct rollover, and
if permitted by the plan. Under the Worker, Retiree and Employer Recovery Act
of 2008, employer retirement plans are required to permit non-spouse
beneficiaries to roll over funds to an inherited IRA for plan years beginning
after December 31, 2009. An inherited IRA must be directly rolled over from the
employer plan or IRA and must be titled in the name of the deceased (i.e., John
Doe deceased for the benefit of Jane Doe). No additional contributions can be
made to an inherited IRA. In this prospectus, an inherited IRA is also referred
to as a Beneficiary Annuity."

Required Provisions. Contracts that are IRAs (or endorsements that are part of
the contract) must contain certain provisions:

.. You, as owner of the contract, must be the "annuitant" under the contract
(except in certain cases involving the division of property under a decree
of divorce);

.. Your rights as owner are non-forfeitable;

.. You cannot sell, assign or pledge the contract;

.. The annual contribution you pay cannot be greater than the maximum amount
allowed by law, including catch-up contributions if applicable (which does
not include any rollover amounts);

.. The date on which required minimum distributions must begin cannot be later
than April 1st of the calendar year after the calendar year you turn age 70
1/2; and

.. Death and annuity payments must meet "required minimum distribution" rules
described below.

.. A 10% early withdrawal penalty described below;

.. Liability for "prohibited transactions" if you, for example, borrow against
the value of an IRA; or

.. Failure to take a required minimum distribution, also described below.

SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP
must satisfy the same general requirements described under IRAs (above). There
are, however, some differences:

.. If you participate in a SEP, you generally do not include in income any
employer contributions made to the SEP on your behalf up to the lesser of
(a) $49,000 in 2009 ($46,000 in 2008) or (b) 25% of your taxable
compensation paid by the contributing employer (not including the employer's
SEP contribution as compensation for these purposes). However, for these
purposes, compensation in excess of certain limits established by the IRS
will not be considered. In 2009, this limit is $245,000 ($230,000 for 2008);

.. SEPs must satisfy certain participation and nondiscrimination requirements
not generally applicable to IRAs; and

.. SEPs that contain a salary reduction or "SARSEP" provision prior to 1997 may
permit salary deferrals up to $16,500 in 2009 with the employer making these
contributions to the SEP. However, no new "salary reduction" or "SARSEPs"
can be established after 1996. Individuals participating in a SARSEP who are
age 50 or above by the end of the year will be permitted to contribute an
additional $5,500 in 2009. These amounts are indexed for inflation. These
Annuities are not available for SARSEPs. You will also be provided the same
information, and have the same "free look" period, as you would have if you
purchased the contract for a standard IRA.

.. Contributions to a Roth IRA cannot be deducted from your gross income;

.. "Qualified distributions" from a Roth IRA are excludable from gross income.
A "qualified distribution" is a distribution that satisfies two
requirements: (1) the distribution must be made (a) after the owner of the
IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
disability; or (d) for a qualified first time homebuyer distribution within
the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
must be made in the year that is at least five tax years after the first
year for which a contribution was made to any Roth IRA established for the
owner or five years after a rollover, transfer, or conversion was made from
a traditional IRA

to a Roth IRA. Distributions from a Roth IRA that are not qualified
distributions will be treated as made first from contributions and then from
earnings and earnings will be taxed generally in the same manner as
distributions from a traditional IRA.

.. If eligible (including meeting income limitations and earnings
requirements), you may make contributions to a Roth IRA after attaining age
70 1/2, and distributions are not required to begin upon attaining such age
or at any time thereafter.

Subject to the minimum Purchase Payment requirements of an Annuity, if you meet
certain income limitations you may purchase an Annuity for a Roth IRA in
connection with a "rollover" of amounts of another traditional IRA, conduit
IRA, SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of
your Roth IRA contributions and catch-up contributions, if applicable,
attributable to the prior year and the current year during the period from
January 1 to April 15 of the current year, or with a current contribution. The
Code permits persons who meet certain income limitations (generally, adjusted
gross income under $100,000) who are not married filing a separate return and
who receive certain qualifying distributions from such non-Roth IRAs, to
directly rollover or make, within 60 days, a "rollover" of all or any part of
the amount of such distribution to a Roth IRA which they establish. Beginning
January 2008, an individual receiving an eligible rollover distribution from an
employer sponsored retirement plan under sections 401(a) or 403(b) of the Code
can directly roll over contributions to a Roth IRA, subject to the same income
limits. This conversion triggers current taxation (but is not subject to a 10%
early distribution penalty). Once an Annuity has been purchased, regular Roth
IRA contributions will be accepted to the extent permitted by law. In addition,
an individual receiving an eligible rollover distribution from a designated
Roth account under an employer plan may roll over the distribution to a Roth
IRA even if the individual is not eligible to make regular contributions to a
Roth IRA. Until 2010, participants with an adjusted gross income greater than
$100,000 are not permitted to roll over funds from an employer plan , other
than a Roth 401(k) or Roth 403(b) distribution, to a Roth IRA.

TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are an employee
of a tax-exempt organization (as defined under Code Section 501(c)(3)) or a
public educational organization, and you may make contributions to a TDA so
long as your employer maintains such a plan and your rights to the annuity are
nonforfeitable. Contributions to a TDA, and any earnings, are not taxable until
distribution. You may also make contributions to a TDA under a salary reduction
agreement, generally up to a maximum of $16,500 in 2009. Individuals
participating in a TDA who are age 50 or above by the end of the year will be
permitted to contribute an additional $5,500 in 2009. This amount is indexed
for inflation. Further, you may roll over TDA amounts to another TDA or an IRA.
You may also roll over TDA amounts to a qualified retirement plan, a SEP and a
457 government plan. A contract may generally only qualify as a TDA if
distributions of salary deferrals (other than "grandfathered" amounts held as
of December 31, 1988) may be made only on account of:

.. Your attainment of age 59 1/2;

.. Your severance of employment;

.. Your death;

.. Your total and permanent disability; or

.. Hardship (under limited circumstances, and only related to salary deferrals,
not including earnings attributable to these amounts).

Caution: Under recent IRS regulations we can accept contributions, transfers
and rollovers only if we have entered into an information-sharing agreement, or
its functional equivalent, with the applicable employer or its agent. In
addition, in order to comply with the regulations, we will only process certain
transactions (e.g, transfers, withdrawals, hardship distributions and, if
applicable, loans) with employer approval. This means that if you request one
of these transactions we will not consider your request to be in good order,
and will not therefore process the transaction, until we receive the employer's
approval in written or electronic form.

Required Minimum Distributions and Payment Options If you hold the contract
under an IRA (or other tax-favored plan), required minimum distribution rules
must be satisfied. This means that generally payments must start by April 1 of
the year after the year you reach age 70 1/2 and must be made for each year
thereafter. For a TDA or a 401(a) plan for which the participant is not a
greater than 5% owner of the employer, this required beginning date can
generally be deferred to retirement, if later. Roth IRAs are not subject to
these rules during the Owner's lifetime. The amount of the payment must at
least equal the minimum required under the IRS rules. Several choices are
available for calculating the minimum amount. More information on the mechanics
of this calculation is available on request.

You can use the Minimum Distribution option to satisfy the required minimum
distribution rules for an Annuity without either beginning annuity payments or
surrendering the Annuity. We will distribute to you the required minimum
distribution amount, less any other partial withdrawals that you made during
the year. Such amount will be based on the value of the contract as of
December 31 of the prior year, but is determined without regard to other
contracts you may own. If you have previously elected the Minimum Distribution
Option to satisfy your required minimum distributions, we will continue to make
such distributions to you in 2009 based on this methodology, unless you tell us
not to make a 2009 distribution.

Although the IRS rules determine the required amount to be distributed from
your IRA each year, certain payment alternatives are still available to you. If
you own more than one IRA, you can choose to satisfy your minimum distribution
requirement for each of your IRAs by withdrawing that amount from any of your
IRAs. If you inherit more than one IRA or more than one Roth IRA from the same
owner, similar rules apply.

Required Distributions Upon Your Death for Qualified Annuity Contracts

Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored
plan, the designated beneficiary may generally elect to continue the contract
and receive required minimum distributions under the contract instead of
receiving the death benefit in a single payment. The available payment options
will depend on whether you die before the date required minimum distributions
under the Code were to begin, whether you have named a designated beneficiary
and whether that beneficiary is your surviving spouse.

.. If you die after a designated beneficiary has been named, the death benefit
must be distributed by December 31st of the year including the five year
anniversary of the date of death, or as periodic payments not extending
beyond the life or life expectancy of the designated beneficiary (as long as
payments begin by December 31st of the year following the year of death).
However, if your surviving spouse is the beneficiary, the death benefit can
be paid out over the life or life expectancy of your spouse with such
payments beginning no later than December 31st of the year following the
year of death or December 31st of the year in which you would have reached
age 70 1/2, which ever is later. Additionally, if the contract is payable
to (or for the benefit of) your surviving spouse, that portion of the
contract may be continued with your spouse as the owner. If you die before a
designated beneficiary is named and before the date required minimum
distributions must begin under the Code, the death benefit must be paid out
by December 31st of the year including the five year anniversary of the date
of death. For contracts where multiple beneficiaries have been named and at
least one of the beneficiaries does not qualify as a designated beneficiary
and the account has not been divided into separate accounts by December 31st
of the year following the year of death, such contract is deemed to have no
designated beneficiary. A designated beneficiary may elect to apply the
rules for no designated beneficiary if those would provide a smaller payment
requirement. For this distribution requirement also, 2009 shall not be
included in the five year requirement period.

.. If you die before a designated beneficiary is named and after the date
required minimum distributions must begin under the Code, the death benefit
must be paid out at least as rapidly as under the method then in effect. For
contracts where multiple beneficiaries have been named and at least one of
the beneficiaries does not qualify as a designated beneficiary and the
account has not been divided into separate accounts by December 31st of the
year following the year of death, such contract is deemed to have no
designated beneficiary. A designated beneficiary may elect to apply the
rules for no designated beneficiary if those would provide a smaller payment
requirement. A beneficiary has the flexibility to take out more each year
than mandated under the required minimum distribution rules.

Until withdrawn, amounts in a Qualified Annuity contract continue to be tax
deferred. Amounts withdrawn each year, including amounts that are required to
be withdrawn under the required minimum distribution rules, are subject to tax.
You may wish to consult a professional tax advisor for tax advice as to your
particular situation.

Tax Penalty for Early Withdrawals from Qualified Annuity Contracts You may owe
a 10% tax penalty on the taxable part of distributions received from an IRA,
SEP, Roth IRA, TDA or qualified retirement plan before you attain age 59 1/2.
Amounts are not subject to this tax penalty if:

.. the amount is paid on or after you reach age 59 1/2 or die;

.. the amount received is attributable to your becoming disabled; or

.. generally the amount paid or received is in the form of substantially equal
payments not less frequently than annually. (Please note that substantially
equal payments must continue until the later of reaching age 59 1/2 or 5
years. Modification of payments during that time period will result in
retroactive application of the 10% tax penalty.)

Other exceptions to this tax may apply. You should consult your tax advisor for
further details.

Withholding

We will withhold federal income tax at the rate of 20% for any eligible
rollover distribution paid by us to or for a plan participant, unless such
distribution is "directly" rolled over into another qualified plan, IRA
(including the IRA variations described above), SEP, 457 government plan or
TDA. An eligible rollover distribution is defined under the tax law as a
distribution from an employer plan under 401(a), a TDA or a 457 governmental
plan, excluding any distribution that is part of a series of substantially
equal payments (at least annually) made over the life expectancy of the
employee or the joint life expectancies of the employee and his designated
beneficiary, any distribution made for a specified period of 10 years or more,
any distribution that is a required minimum distribution and any hardship
distribution. Regulations also specify certain other items which are not
considered eligible rollover distributions. For all other distributions, unless
you elect otherwise, we will withhold federal income tax from the taxable
portion of such distribution at an appropriate percentage. The rate of
withholding on annuity payments where no mandatory withholding is required is
determined on the basis of the withholding certificate that you file with us.
If you do not file a certificate, we will automatically withhold federal taxes
on the following basis:

. For any annuity payments not subject to mandatory withholding, you will
have taxes withheld by us as if you are a married individual, with 3
exemptions

. If no U.S. taxpayer identification number is provided, we will
automatically withhold using single with zero exemptions as the default;
and

. For all other distributions, we will withhold at a 10% rate.

We will provide you with forms and instructions concerning the right to elect
that no amount be withheld from payments in the ordinary course. However, you
should know that, in any event, you are liable for payment of federal income
taxes on the taxable portion of the distributions, and you should consult with
your tax advisor to find out more information on your potential liability if
you fail to pay such taxes. There may be additional state income tax
withholding requirements.

ERISA Requirements

ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
prevent a fiduciary and other "parties in interest" with respect to a plan
(and, for these purposes, an IRA would also constitute a "plan") from receiving
any benefit from any party dealing with the plan, as a result of the sale of
the contract. Administrative exemptions under ERISA generally permit the sale
of insurance/annuity products to plans, provided that certain information is
disclosed to the person purchasing the contract. This information has to do
primarily with the fees, charges, discounts and other costs related to the
contract, as well as any commissions paid to any agent selling the contract.
Information about any applicable fees, charges, discounts, penalties or
adjustments may be found in the applicable sections of this prospectus.
Information about sales representatives and commissions may be found in the
sections of this prospectus addressing distribution of the Annuities.

Other relevant information required by the exemptions is contained in the
contract and accompanying documentation.

Please consult with your tax advisor if you have any questions about ERISA and
these disclosure requirements.

Spousal Consent Rules for Retirement Plans - Qualified Contracts If you are
married at the time your payments commence, you may be required by federal law
to choose an income option that provides survivor annuity income to your
spouse, unless your spouse waives that right. Similarly, if you are married at
the time of your death, federal law may require all or a portion of the Death
Benefit to be paid to your spouse, even if you designated someone else as your
beneficiary. A brief explanation of the applicable rules follows. For more
information, consult the terms of your retirement arrangement.

Defined Benefit Plans and Money Purchase Pension Plans.

If you are married at the time your payments commence, federal law requires
that benefits be paid to you in the form of a "qualified joint and survivor
annuity" (QJSA), unless you and your spouse waive that right, in writing.
Generally, this means that you will receive a reduced payment during your life
and, upon your death, your spouse will receive at least one-half of what you
were receiving for life. You may elect to receive another income option if your
spouse consents to the election and waives his or her right to receive the
QJSA. If your spouse consents to the alternative form of payment, your spouse
may not receive any benefits from the plan upon your death. Federal law also
requires that the plan pay a Death Benefit to your spouse if you are married
and die before you begin receiving your

benefit. This benefit must be available in the form of an annuity for your
spouse's lifetime and is called a "qualified pre-retirement survivor annuity"
(QPSA). If the plan pays Death Benefits to other beneficiaries, you may elect
to have a beneficiary other than your spouse receive the Death Benefit, but
only if your spouse consents to the election and waives his or her right to
receive the QPSA. If your spouse consents to the alternate beneficiary, your
spouse will receive no benefits from the plan upon your death. Any QPSA waiver
prior to your attaining age 35 will become null and void on the first day of
the calendar year in which you attain age 35, if still employed.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans.

Spousal consent to a distribution usually is not required. Upon your death, any
Death Benefit will be paid to your designated beneficiary.

Additional Information

For additional information about federal tax law requirements applicable to
IRAs and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
Statement, as applicable.

Gifts And Generation-skipping Transfers

If you transfer your contract to another person for less than adequate
consideration, there may be gift tax consequences in addition to income tax
consequences. Also, if you transfer your contract to a person two or more
generations younger than you (such as a grandchild or grandniece) or to a
person that is more than 37 1/2 years younger than you, there may be
generation-skipping transfer tax consequences.

Company Income Taxes

OTHER INFORMATION

PRUCO LIFE AND THE SEPARATE ACCOUNT

Pruco Life. Pruco Life Insurance Company (Pruco Life) is a stock life insurance
company organized in 1971 under the laws of the State of Arizona. It is
licensed to sell life insurance and annuities in the District of Columbia, Guam
and in all states except New York. Pruco Life is a wholly-owned subsidiary of
The Prudential Insurance Company of America (Prudential), a New Jersey stock
life insurance company that has been doing business since 1875. Prudential is
an indirect wholly-owned subsidiary of Prudential Financial, Inc. (Prudential
Financial), a New Jersey insurance holding company. As Pruco Life's ultimate
parent, Prudential Financial exercises significant influence over the
operations and capital structure of Pruco Life and Prudential. However, neither
Prudential Financial, Prudential, nor any other related company has any legal
responsibility to pay amounts that Pruco Life may owe under the Annuities.

Pruco Life incorporates by reference into the prospectus its latest annual
report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (Exchange Act) since the end of the fiscal year
covered by its latest annual report. In addition, all documents subsequently
filed by Pruco Life pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act also are incorporated into the prospectus by reference. Pruco Life
will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference into the prospectus but not delivered with the
prospectus. Such information will be provided upon written or oral request at
no cost to the requester by writing to Pruco Life Insurance Company, One
Corporate Drive, Shelton, CT 06484 or by calling 800-752-6342. Pruco Life files
periodic reports as required under the Exchange Act. The public may read and
copy any materials that Pruco Life files with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
reports, proxy, and

information statements, and other information regarding issuers that file
electronically with the SEC (see http://www.sec.gov). Our internet address is
http://www.prudentialannuities.com.

Pruco Life conducts the bulk of its operations through staff employed by it or
by affiliated companies within the Prudential Financial family. Certain
discrete functions have been delegated to non-affiliates that could be deemed
"service providers" under the Investment Company Act of 1940. The entities
engaged by Pruco Life may change over time. As of December 31, 2008,
non-affiliated entities that could be deemed service providers to Pruco Life
and/or another insurer within the Prudential Annuities business unit consisted
of the following: Alliance-One Services Inc. (administration of variable life
policies) located at 55 Hartland Street East Hartford CT 06108, Ascensus
(qualified plan administrator) located at 200 Dryden Road, Dresher, PA 19025,
Blue Frog Solutions, Inc. (order entry systems provider) located at 555 SW 12th
Ave, Suite 202 Pompano Beach, FL 33069, Broadridge Investor Communication
Solutions, Inc. (proxy tabulation services), 51 Mercedes Way, Edgewood, NY
11717, EBIX Inc. (order-entry system) located at 5 Concourse Parkway Suite 3200
Atlanta, GA 30328, Diversified Information Technologies Inc. (records
management) located at 123 Wyoming Avenue Scranton, PA 18503, Fosdick
Fulfillment Corp. (fulfillment of prospectuses and marketing materials) located
at 26 Barnes Industrial Park Road North Wallingford, CT 06492, Insurance
Technologies (annuity illustrations) located at 38120 Amrhein Ave., Livonia, MI
48150, Lason Systems Inc. (contract printing and mailing) located at 1305
Stephenson Highway Troy, MI 48083, Morningstar Associates LLC (asset allocation
recommendations) located at 225 West Wacker Drive Chicago, IL 60606, Pershing
LLC (order-entry systems provider) located at One Pershing Plaza Jersey City,
NJ 07399, Personix (printing and fulfillment of confirmations and client
statements) located at 13100 North Promenade Boulevard Stafford, TX 77477, RR
Donnelley Receivables Inc. (printing annual reports and prospectuses) located
at 111 South Wacker Drive Chicago, IL 60606-4301, Stanton Group (qualified plan
administrator) located at Two Pine Tree Drive Suite 400 Arden Hills, MN 55112
Attention: Alerus Retirement Solutions, State Street (accumulation unit value
calculations) located at State Street Financial Center One Lincoln Street
Boston, Massachusetts 02111, The Harty Press, Inc. (printing and fulfillment of
marketing materials) located at 25 James Street New Haven, CT 06513, VG Reed &
Sons Inc. (printing and fulfillment of annual reports) located at 1002 South
12th Street Louisville, KY 40210, William B. Meyer (printing and fulfillment of
prospectuses and marketing materials) located at 255 Long Beach Boulevard
Stratford, CT 06615.

The Separate Account. We have established a separate account, the Pruco Life
Flexible Premium Variable Annuity Account (separate account), to hold the
assets that are associated with the variable annuity contracts. The separate
account was established under Arizona law on June 16, 1995, and is registered
with the SEC under the Investment Company Act of 1940 as a unit investment
trust, which is a type of investment company. The assets of the separate
account are held in the name of Pruco Life and legally belong to us. These
assets are kept separate from all of our other assets and may not be charged
with liabilities arising out of any other business we may conduct. Income,
gains, and losses, whether or not realized, for assets allocated to the
Separate Account are, in accordance with the Annuities, credited to or charged
against the Separate Account without regard to other income, gains, or losses
of Pruco Life. More detailed information about Pruco Life, including its
audited consolidated financial statements, is provided in the Statement of
Additional Information.

We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts
at our sole discretion. We may also close Sub-accounts to additional Purchase
Payments on existing Annuities or close Sub-accounts for Annuities purchased on
or after specified dates. We will first notify you and receive any necessary
SEC and/or state approval before making such a change. If an underlying mutual
fund is liquidated, we will ask you to reallocate any amount in the liquidated
fund. If you do not reallocate these amounts, we will reallocate such amounts
only in accordance with SEC pronouncements and only after obtaining an order
from the SEC, if required. We reserve the right to substitute underlying
portfolios, as allowed by applicable law. If we make a fund substitution or
change, we may change the Annuity contract to reflect the substitution or
change. We do not control the underlying mutual funds, so we cannot guarantee
that any of those funds will always be available.

If you are enrolled in a Dollar Cost Averaging, Asset Rebalancing, or
comparable programs while an underlying fund merger, substitution or
liquidation takes place, unless otherwise noted in any communication from us,
your Account Value invested in such underlying fund will be transferred
automatically to the designated surviving fund in the case of mergers, the
replacement fund in the case of substitutions, and an available Money Market
Fund in the case of fund liquidations. Your enrollment instructions will be
automatically updated to reflect the surviving fund, the replacement fund or a
Money Market Fund for any continued and future investments.

Service Fees Payable to Pruco Life

We collect these payments and fees under agreements between us and a
Portfolio's principal underwriter, transfer agent, investment advisor and/or
other entities related to the Portfolio.

The 12b-1 fees and administrative services fees that we receive may vary among
the different fund complexes that are part of our investment platform. Thus,
the fees we collect may be greater or smaller, based on the Portfolios that you
select. In addition, we may consider these payments and fees, among a number of
factors, when deciding to add or keep a Portfolio on the "menu" of Portfolios
that we offer through the Annuity.

Please see the table entitled "Underlying Mutual Fund Portfolio Annual
Expenses" for a listing of the Portfolios that pay a 12b-1 fee. With respect to
administrative services fees, the maximum fee that we receive is equal to 0.75%
of the average assets allocated to the Portfolio(s) under the Annuity. We
expect to make a profit on these fees.

In addition, an investment advisor, sub-advisor or distributor of the
underlying Portfolios may also compensate us by providing reimbursement,
defraying the costs of, or paying directly for, among other things, marketing
and/or administrative services and/or other services they provide in connection
with the Annuity. These services may include, but are not limited to:
sponsoring or co-sponsoring various promotional, educational or marketing
meetings and seminars attended by distributors, wholesalers, and/or broker
dealer firms' registered representatives, and creating marketing material
discussing the contract, available options, and underlying Portfolios. The
amounts paid depend on the nature of the meetings, the number of meetings
attended by the advisor, sub-advisor, or distributor, the number of
participants and attendees at the meetings, the costs expected to be incurred,
and the level of the advisor's, sub-advisor's or distributor's participation.
These payments or reimbursements may not be offered by all advisors,
sub-advisors, or distributors, and the amounts of such payments may vary
between and among each advisor, sub-advisor, and distributor depending on their
respective participation.

LEGAL STRUCTURE OF THE UNDERLYING FUNDS

Voting Rights

We are the legal owner of the shares of the underlying mutual funds in which
the Sub-accounts invest. However, under SEC rules, you have voting rights in
relation to Account Value maintained in the Sub-accounts. If an underlying
mutual fund portfolio requests a vote of shareholders, we will vote our shares
based on instructions received from Owners with Account Value allocated to that
Sub-account. Owners have the right to vote an amount equal to the number of
shares attributable to their contracts. If we do not receive voting
instructions in relation to certain shares, we will vote those shares in the
same manner and proportion as the shares for which we have received
instructions. This voting procedure is sometimes referred to as "mirror voting"
because, as indicated in the immediately preceding sentence, we mirror the
votes that are actually cast, rather than decide on our own how to vote. In
addition, because all the shares of a given mutual fund held within our
separate account are legally owned by us, we intend to vote all of such shares
when that underlying fund seeks a vote of its shareholders. As such, all such
shares will be counted towards whether there is a quorum at the underlying
fund's shareholder meeting and towards the ultimate outcome of the vote. Thus,
under "mirror voting", it is possible that the votes of a small percentage of
contract holders who actually vote will determine the ultimate outcome. We will
furnish those Owners who have Account Value allocated to a Sub-account whose
underlying mutual fund portfolio has requested a "proxy" vote with proxy
materials and the necessary forms to provide us with their voting instructions.
Generally, you will be asked to provide instructions for us to vote on matters
such as changes in a fundamental investment strategy, adoption of a new
investment advisory agreement, or matters relating to the structure of the
underlying mutual fund that require a vote of shareholders.

Advanced Series Trust (the "Trust") has obtained an exemption from the
Securities and Exchange Commission that permits its co-investment advisers, AST
Investment Services, Inc. and Prudential Investments LLC, subject to approval
by the Board of Trustees of the Trust, to change sub-advisors for a Portfolio
and to enter into new sub-advisory agreements, without obtaining shareholder
approval of the changes. This exemption (which is similar to exemptions granted
to other investment companies that are organized in a similar manner as the
Trust) is intended to facilitate the efficient supervision and management of
the sub-advisors by AST Investment Services, Inc., Prudential Investments LLC
and the Trustees. The Trust is required, under the terms of the exemption, to
provide certain information to shareholders following these types of changes.
We may add new Sub-accounts that invest in a series of underlying funds other
than the Trust. Such series of funds may have a similar order from the SEC. You
also should review the prospectuses for the other underlying funds in which
various Sub-accounts invest as to whether they have obtained similar orders
from the SEC.

Material Conflicts

It is possible that differences may occur between companies that offer shares
of an underlying mutual fund portfolio to their respective separate accounts
issuing variable annuities and/or variable life insurance products. Differences
may also occur surrounding the offering of an underlying mutual fund portfolio
to variable life insurance policies and variable annuity contracts that we
offer. Under certain circumstances, these differences could be considered
"material conflicts," in which case we would take necessary action to protect
persons with voting rights under our variable annuity contracts and variable
life insurance policies against persons with voting rights under other
insurance companies' variable insurance products. If a "material conflict" were
to arise between owners of variable annuity contracts and variable life
insurance policies issued by us we would take necessary action to treat such
persons equitably in resolving the conflict. "Material conflicts" could arise
due to differences in voting instructions between owners of variable life
insurance and variable annuity contracts of the same or different companies. We
monitor any potential conflicts that may exist.

Confirmations, Statements, and Reports

We send any statements and reports required by applicable law or regulation to
you at your last known address of record. You should therefore give us prompt
notice of any address change. We reserve the right, to the extent permitted by
law and subject to your prior consent, to provide any prospectus, prospectus
supplements, confirmations, statements and reports required by applicable law
or regulation to you through our Internet Website at www.prudential.com or any
other electronic means, including diskettes or CD ROMs. We send a confirmation
statement to you each time a transaction is made affecting Account Value, such
as making additional Purchase Payments, transfers, exchanges or withdrawals. We
also send quarterly statements detailing the activity affecting your Annuity
during the calendar quarter, if there have been transactions during the
quarter. We may confirm regularly scheduled transactions, including, but not
limited to the Annual Maintenance Fee, Systematic Withdrawals (including
72(t)/72(q) payments and Required Minimum Distributions), electronic funds
transfer, Dollar Cost Averaging, auto rebalancing, and the Custom Portfolios
Program in quarterly statements instead of confirming them immediately. You
should review the information in these statements carefully. You may request
additional reports. We reserve the right to charge $50 for each such additional
report, but may waive that charge in the future. We will also send an annual
report and a semi-annual report containing applicable financial statements for
the portfolios to Owners or, with your prior consent, make such documents
available electronically through our Internet Website or other electronic means.

DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE

Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
Prudential Annuities, Inc., is the distributor and principal underwriter of the
annuities offered through this prospectus. PAD acts as the distributor of a
number of annuity and life insurance products. PAD's principal business address
is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a
broker-dealer under the Securities Exchange Act of 1934 (Exchange Act), and is
a member of the Financial Industry Regulatory Authority (FINRA). Each Annuity
is offered on a continuous basis. PAD enters into distribution agreements with
broker/dealers who are registered under the Exchange Act and with entities that
may offer the Annuities but are exempt from registration (firms). Applications
for each Annuity are solicited by registered representatives of those firms.
Such representatives will also be our appointed insurance agents under state
insurance law. In addition, PAD may offer the Annuity directly to potential
purchasers.

Commissions are paid to firms on sales of the Annuity according to one or more
schedules. The registered representative will receive a portion of the
compensation, depending on the practice of his or her firm. Commissions are
generally based on a percentage of Purchase Payments made, up to a maximum of
__% for the [ ] Series. Alternative compensation schedules are available that
provide a lower initial commission plus ongoing annual compensation based on
all or a portion of Account Value. We may also provide compensation to the
distributing firm for providing ongoing service to you in relation to the
Annuity. Commissions and other compensation paid in relation to the Annuity do
not result in any additional charge to you or to the separate account.
Compensation varies by Annuity product, and such differing compensation could
be a factor in which Annuity a Financial Professional recommends to you.

In addition, in an effort to promote the sale of our products (which may
include the placement of Pruco Life and/or the Annuity on a preferred or
recommended company or product list and/or access to the firm's registered
representatives), we or PAD may enter into compensation arrangements with
certain broker/dealers firms with respect to certain or all registered
representatives of such firms under which such firms may receive separate
compensation or reimbursement for, among other things, training of sales
personnel and/or marketing and/or administrative services and/or other services
they provide to us or our affiliates. These services may include, but are not
limited to: educating customers of the firm on the Annuity's features;
conducting due diligence and analysis; providing office access, operations and
systems support; holding seminars intended to educate registered
representatives and make them more knowledgeable about the Annuities; providing
a dedicated marketing coordinator; providing priority sales desk support; and
providing expedited marketing compliance approval and preferred programs to
PAD. We or PAD also may compensate third-party vendors, for services that such
vendors render to broker-dealer firms. To the extent permitted by the FINRA
rules and other applicable laws and regulations, PAD may pay or allow other
promotional incentives or payments in the forms of cash or non-cash
compensation. These arrangements may not be offered to all firms and the terms
of such arrangements may differ between firms. In addition, we or our
affiliates may provide such compensation, payments and/or incentives to firms
arising out of the marketing, sale and/or servicing of variable annuities or
life insurance offered by different Prudential business units.

The list below identifies three general types of payments that PAD pays which
are broadly defined as follows:

.. Percentage Payments based upon "Assets under Management" or "AUM": This type
of payment is a percentage payment that is based upon the total assets,
subject to certain criteria in certain Pruco Life products.

.. Percentage Payments based upon sales: This type of payment is a percentage
payment that is based upon the total amount of money received as Purchase
Payments under Pruco Life annuity products sold through the firm (or its
affiliated broker-dealers).

.. Fixed Payments: These types of payments are made directly to or in
sponsorship of the firm (or its affiliated broker-dealers). Examples of
arrangements under which such payments may be made currently include, but
are not limited to: sponsorships, conferences (national, regional and top
producer), speaker fees, promotional items and reimbursements to firms for
marketing activities or services paid by the firms and/or their registered
representatives. The amount of these payments varies widely because some
payments may encompass only a single event, such as a conference, and others
have a much broader scope. In addition, we may make payments periodically
during the relationship for systems, operational and other support.

The list below includes the names of the firms (or their affiliated
broker/dealers) that we are aware (as of December 31, 2008) received payment
with respect to Prudential Annuities' annuity business generally during 2008
(or as to which a payment amount was accrued during 2008). The firms listed
below include those receiving payments in connection with marketing of products
issued by Pruco Life Insurance Company and Pruco Life Insurance Company of New
Jersey. Your registered representative can provide you with more information
about the compensation arrangements that apply upon the sale of the contract.
During 2008, the least amount paid, and greatest amount paid, were $1,578 and
$1,376,472, respectively. The firms listed below are those that received
payments during 2008 with respect to Pruco Life and Pruco Life Insurance
Company of New Jersey Annuities. Each of these Annuities also is distributed by
other selling firms that previously were appointed only with our affiliate
Prudential Annuities Life Assurance Corporation ("PALAC"). Such other selling
firms may have received compensation similar to the types discussed above with
respect to their sale of PALAC annuities.

Name of Firm:

100

Wachovia Securities, Inc.
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC

You should note that firms and individual registered representatives and branch
managers with some firms participating in one of these compensation
arrangements might receive greater compensation for selling the Annuities than
for selling a different annuity that is not eligible for these compensation
arrangements. While compensation is generally taken into account as an expense
in considering the charges applicable to a contract product, any such
compensation will be paid by us or PAD and will not result in any additional
charge to you. Your registered representative can provide you with more
information about the compensation arrangements that apply upon the sale of the
Annuity.

On July 1, 2003, Prudential Financial combined its retail securities brokerage
and clearing operations with those of Wachovia Corporation ("Wachovia") and
formed Wachovia Securities, a joint venture currently headquartered in St.
Louis, Missouri. On October 1, 2007, Wachovia completed the acquisition of A.G.
Edwards, Inc. ("A.G. Edwards") and on January 1, 2008 contributed the retail
securities brokerage business of A.G. Edwards to the joint venture. Wachovia's
contribution of this business entitled Prudential Financial to elect a
"lookback" option (which Prudential Financial elected) permitting Prudential
Financial to delay for a period of two years ending on January 1, 2010, the
decision on whether or not to make payments to avoid or limit dilution of its
38% ownership interest in the joint venture or, alternatively, to "put" its
joint venture interests to Wachovia based on the appraised value of the joint
venture, excluding the A.G. Edwards business, as of January 1, 2008, the date
of the combination of the A.G. Edwards business with Wachovia Securities. On
October 3, 2008, Wachovia and Wells Fargo & Company ("Wells Fargo") announced
that they had entered into an Agreement and Plan of Merger, pursuant to which
Wachovia would be merged into Wells Fargo, which would succeed to Wachovia's
rights and obligations under the joint venture arrangements. As reported by
Wells Fargo, this merger was completed on December 31, 2008. Wachovia
Securities is now using the Wells Fargo Advisors name. On June 17, 2009,
Prudential Financial provided notice to Wells Fargo of its exercise of its
"lookback" option put rights. Under the terms of the joint venture agreements,
the Company expects that the closing of the put transaction will occur on or
about January 1, 2010.

Wachovia and Wachovia Securities are key distribution partners for certain
products of Prudential Financial affiliates, including mutual funds and
individual annuities that are distributed through their financial advisors,
bank channel and independent channel. In addition, Prudential Financial is a
service provider to the managed account platform and certain wrap-fee benefits
offered by Wachovia Securities.

FINANCIAL STATEMENTS

The financial statements of the Separate Account and Pruco Life are included in
the Statement of Additional Information.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

LEGAL PROCEEDINGS

Pruco Life 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 Pruco Life and that are typical of the businesses in which
Pruco Life 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 and policy servicing.
Pruco Life 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.

Commencing in 2003, Prudential Financial received formal requests for
information from the SEC and the New York Attorney General's Office ("NYAG")
relating to market timing in variable annuities by certain American Skandia
entities. In connection with these investigations, with the approval of
Skandia, an offer was made by American Skandia to the SEC and NYAG, to settle
these matters by paying restitution and a civil penalty of $95 million in the
aggregate. In April 2009, AST Investment Services, Inc., formerly named
American Skandia Investment Services, Inc. ("ASISI"), reached a resolution of
the previously disclosed investigations by the SEC and the NYAG into market
timing related misconduct involving certain variable annuities. The settlements
relate to conduct that generally occurred between January 1998 and September
2003. ASISI is an affiliate of Pruco Life and serves as investment manager for
certain

101

investment options under Pruco Life's variable life insurance and annuity
products. Prudential Financial acquired ASISI from Skandia Insurance Company
Ltd. (publ) ("Skandia") in May 2003. Subsequent to the acquisition, Prudential
Financial implemented controls, procedures and measures designed to protect
customers from the types of activities involved in these investigations. These
settlements resolve the investigations by the above named authorities into
these matters, subject to the settlement terms. Under the terms of the
settlements, ASISI has paid a total of $34 million in disgorgement and an
additional $34 million as a civil money penalty. These amounts will be paid
into a Fair Fund administered by the SEC to compensate those harmed by the
market timing related activities. In the settlements, ASISI has agreed to
retain, at its ongoing cost and expense, the services of an Independent
Distribution consultant acceptable to the Staff of the SEC to develop a
proposed plan for the distribution of Fair Fund amounts according to a
methodology developed in consultation with and acceptable to the Staff. As part
of these settlements, ASISI has undertaken that by the end of 2009 it will
undergo a compliance review by an independent third party, who shall issue a
report of its findings and recommendations to ASISI's Board of Directors, the
Audit Committee of the Advanced Series Trust Board of Trustees and the Staff of
the SEC. In addition, ASISI has agreed, among other things, to continue to
cooperate with the SEC and NYAG in any litigation, ongoing investigations or
other proceedings relating to or arising from their investigations into these
matters. Under the terms of the purchase agreement pursuant to which Prudential
Financial acquired ASISI from Skandia, Prudential Financial was indemnified for
the costs of the settlements.

Pruco Life'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 Pruco Life
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 Pruco Life'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 Pruco Life'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 Pruco Life's financial position.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

.. Company

.. Experts

.. Principal Underwriter

.. Allocation of Initial Purchase Payment

.. Determination of Accumulation Unit Values

Financial Statements

HOW TO CONTACT US

You can contact us by:

.. calling our Customer Service Team at 1-888-PRU-2888 during our normal
business hours,

.. writing to us via regular mail at Prudential Annuity Service Center, P.O.
Box 7960, Philadelphia, PA 19176. NOTE: Failure to send mail to the proper
address may result in a delay in our receiving and processing your request.

.. accessing information about your Annuity through our Internet Website at
www.prudential.com.

You can obtain account information by calling our automated response system and
at www.prudential.com, our Internet Website. Our Customer Service
representatives are also available during business hours to provide you with
information about your account. You can request certain transactions through
our telephone voice response system, our Internet Website or through a customer
service representative. You can provide authorization for a third party,
including your attorney-in-fact acting pursuant to a power of attorney, to
access your account information and perform certain transactions on your
account. You will need to complete a form provided by us which identifies those
transactions that you wish to authorize via telephonic and electronic means and
whether you wish to authorize a third party to perform any such transactions.
Please note that unless you tell us otherwise, we deem that all transactions
that are directed by your Financial Professional with respect to your Annuity
have been authorized by you. We require that you or your representative provide
proper identification before performing transactions over the telephone or
through our Internet Website. This may include a Personal Identification Number
(PIN) that will be provided to you upon issue of your Annuity or you may
establish or change your PIN by calling our automated response system and at
www.prudential.com, our Internet Website. Any third party that you authorize to
perform financial transactions on your account will be assigned a PIN for your
account.

102

Pruco Life does not guarantee access to telephonic, facsimile, Internet or any
other electronic information or that we will be able to accept transaction
instructions via such means at all times. Regular and/or express mail will be
the only means by which we will accept transaction instructions when
telephonic, facsimile, Internet or any other electronic means are unavailable
or delayed. Pruco Life reserves the right to limit, restrict or terminate
telephonic, facsimile, Internet or any other electronic transaction privileges
at any time.

103

APPENDIX A - ACCUMULATION UNIT VALUES

As we have indicated throughout this prospectus, the Annuity is a contract that
allows you to select or decline any of several features that carries with it a
specific asset-based charge. We maintain a unique unit value corresponding to
each combination of such contract features.

Because the Annuity is new, no historical unit values are depicted here.
However, such historical unit values will be set forth in subsequent amendments
to this prospectus.

A - 1

APPENDIX B - FORMULA FOR HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND
SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT
(including Highest Daily Lifetime 6 Plus with LIA)

TRANSFERS OF ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND
THE AST INVESTMENT GRADE BOND SUB-ACCOUNT

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULAS:

B - 1

.. C\\u\\ - the upper target is established on the effective date of the
Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus benefit
(the "Effective Date") and is not changed for the life of the guarantee.
Currently, it is 83%.

.. Cu\\s\\ - The secondary upper target is established on the Effective Date of
the Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
benefit and is not changed for the life of the guarantee. Currently it is
84.5%

.. C\\t\\ - the target is established on the Effective Date and is not changed
for the life of the guarantee. Currently, it is 80%.

.. C\\l\\ - the lower target is established on the Effective Date and is not
changed for the life of the guarantee. Currently, it is 78%.

.. L - the target value as of the current Valuation Day.

.. r - the target ratio.

.. a - factors used in calculating the target value. These factors are
established on the Effective Date and are not changed for the life of the
guarantee. (See below for the table of "a" factors

.. V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.

.. V\\F\\ - the Unadjusted Account Value of all elected MVA Options in the
Annuity.

.. B - the total value of the AST Investment Grade Bond Portfolio Sub-account.

.. P - Income Basis. Prior to the first Lifetime Withdrawal, the Income Basis
is equal to the Protected Withdrawal Value calculated as if the first
Lifetime Withdrawal were taken on the date of calculation. After the first
Lifetime Withdrawal, the Income Basis is equal to the greater of (1) the
Protected Withdrawal Value on the date of the first Lifetime Withdrawal,
increased for additional Purchase Payments, and adjusted proportionally for
Excess Income *, and (2) the Protected Withdrawal Value on any Annuity
Anniversary subsequent to the first Lifetime Withdrawal, increased for
subsequent additional Purchase Payments and adjusted proportionately for
Excess Income* and (3) any highest daily Unadjusted Account Value occurring
on or after the later of the immediately preceding Annuity anniversary, or
the date of the first Lifetime Withdrawal, and prior to or including the
date of this calculation, increased for additional Purchase Payments and
adjusted for withdrawals, as described herein.

.. T - the amount of a transfer into or out of the AST Investment Grade Bond
Portfolio Sub-account.

.. T\\M\\ - the amount of a monthly transfer out of the AST Investment Grade
Bond Portfolio.

* Note: Lifetime Withdrawals of less than or equal to the Annual Income Amount
do not reduce the Income Basis.

DAILY TARGET VALUE CALCULATION:

On each Valuation Day, a target value (L) is calculated, according to the
following formula. If the variable Account Value (V\\V\\ + V\\F\\) is equal to
zero, no calculation is necessary. Target Values are subject to change for new
elections of this benefit on a going-forward basis.

L = 0.05 * P * a

DAILY TRANSFER CALCULATION:

The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines when a transfer is required:

Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

.. If on the third consecutive Valuation Day r > Cu and r (less or =) Cu\\s\\
or if on any day r > Cu\\s\\, and transfers have not been suspended due to
the 90% cap rule, assets in the Permitted Sub-accounts and the DCA MVA
Options, if applicable, are transferred to the AST Investment Grade Bond
Portfolio Sub-account.

.. If r < C\\l\\, and there are currently assets in the AST Investment Grade
Bond Portfolio Sub-account (B > 0), assets in the AST Investment Grade Bond
Portfolio Sub-account are transferred to the Permitted Sub-accounts as
described above.

B - 2

Investment Grade Bond Portfolio Sub-account and into the elected Sub-accounts
will still be allowed. The suspension will be lifted once a transfer out of the
AST Investment Grade Bond Portfolio Sub-account occurs either due to a Daily or
Monthly Transfer Calculation. Due to the performance of the AST Investment
Grade Bond Portfolio Sub-account and the elected Sub-accounts, the Unadjusted
Account value could be more than 90% invested in the AST Investment Grade Bond
Portfolio Sub-account.

.. The following formula, which is set on the Benefit Effective Date and is
not changed for the life of the guarantee, determines the transfer amount:

T = Min (MAX (0, (0.90 * (V\\V\\ + Money is transferred from the Permitted
V\\F\\ + B)) - B), [L - B - (V\\V\\ + Sub-accounts and the DCA MVA Options to
V\\F\\) * C\\t\\] / (1 - C\\t\\)) the AST Investment
Grade Bond Sub-account

T = {Min (B, - [L - B - (V\\V\\ + Money is transferred from the AST
V\\F\\) * C\\t\\] / (1 - C\\t\\))} Investment Grade Bond Sub-account to
the Permitted Sub-accounts

Monthly Transfer Calculation

If, after the daily Transfer Calculation is performed,

{Min (B, .05 * (V\\V\\ + V\\F\\ + B))} (less than) (C\\u\\ * (V\\V\\ + V\\F\\)
- L + B) / (1 - C\\u\\), then

T\\M\\ = {Min (B, .05 * (V\\V\\ + V\\F\\ + B))} Money is transferred from the
AST Investment Grade Bond Sub-account to the Permitted Sub-accounts.

"a" Factors for Liability Calculations
(in Years and Months since Benefit Effective Date)*

Months
------
Years 1 2 3 4 5 6 7 8 9 10 11 12
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

1 15.34 15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
2 14.91 14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
3 14.47 14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
4 14.04 14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
5 13.60 13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
6 13.15 13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
7 12.71 12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
8 12.26 12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
9 11.82 11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
10 11.38 11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
11 10.94 10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
12 10.50 10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
13 10.07 10.04 10.00 9.96 9.93 9.89 9.86 9.82 9.79 9.75 9.71 9.68
14 9.64 9.61 9.57 9.54 9.50 9.47 9.43 9.40 9.36 9.33 9.29 9.26
15 9.22 9.19 9.15 9.12 9.08 9.05 9.02 8.98 8.95 8.91 8.88 8.84
16 8.81 8.77 8.74 8.71 8.67 8.64 8.60 8.57 8.54 8.50 8.47 8.44
17 8.40 8.37 8.34 8.30 8.27 8.24 8.20 8.17 8.14 8.10 8.07 8.04
18 8.00 7.97 7.94 7.91 7.88 7.84 7.81 7.78 7.75 7.71 7.68 7.65

B - 3

Months
------
Years 1 2 3 4 5 6 7 8 9 10 11 12
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

19 7.62 7.59 7.55 7.52 7.49 7.46 7.43 7.40 7.37 7.33 7.30 7.27
20 7.24 7.21 7.18 7.15 7.12 7.09 7.06 7.03 7.00 6.97 6.94 6.91
21 6.88 6.85 6.82 6.79 6.76 6.73 6.70 6.67 6.64 6.61 6.58 6.55
22 6.52 6.50 6.47 6.44 6.41 6.38 6.36 6.33 6.30 6.27 6.24 6.22
23 6.19 6.16 6.13 6.11 6.08 6.05 6.03 6.00 5.97 5.94 5.92 5.89
24 5.86 5.84 5.81 5.79 5.76 5.74 5.71 5.69 5.66 5.63 5.61 5.58
25 5.56 5.53 5.51 5.48 5.46 5.44 5.41 5.39 5.36 5.34 5.32 5.29
26 5.27 5.24 5.22 5.20 5.18 5.15 5.13 5.11 5.08 5.06 5.04 5.01
27 4.99 4.97 4.95 4.93 4.91 4.88 4.86 4.84 4.82 4.80 4.78 4.75
28 4.73 4.71 4.69 4.67 4.65 4.63 4.61 4.59 4.57 4.55 4.53 4.51
29 4.49 4.47 4.45 4.43 4.41 4.39 4.37 4.35 4.33 4.32 4.30 4.28
30 4.26 4.24 4.22 4.20 4.18 4.17 4.15 4.13 4.11 4.09 4.07 4.06**

--------
* The values set forth in this table are applied to all ages.
** In all subsequent years and months thereafter, the annuity factor is 4.06

B - 4

APPENDIX C: FORMULA FOR HIGHEST DAILY GRO II and GRO Plus II

THE FOLLOWING ARE THE TERMS AND DEFINITIONS REFERENCED IN THE TRANSFER
CALCULATION FORMULA:

.. AV is the current Account Value of the Annuity

.. V\\V\\ is the current Account Value of the elected Sub-accounts of the
Annuity

.. V\\F\\ is the current Account Value of amounts held in the MVA Options

.. B is the total current value of the AST bond portfolio Sub-account

.. Cl is the lower target value. Currently, it is 79%.

.. Ct is the middle target value. Currently, it is 82%.

.. Cu is the upper target value. Currently, it is 85%.

.. T is the amount of a transfer into or out of the AST bond portfolio
Sub-account .

For each guarantee provided under the benefit,

.. Gi is the guarantee amount

.. Ni is the number of days until the maturity date

.. di is the discount rate applicable to the number of days until the maturity
date. It is determined with reference a benchmark index, reduced by the
Discount Rate Adjustment and subject to the discount rate minimum. The
discount rate minimum, beginning on the effective date of the benefit, is
three percent, and will decline monthly over the first twenty-four months
following the effective date of the benefit to one percent in the
twenty-fifth month, and will remain at one percent for every month
thereafter. Once selected, we will not change the applicable benchmark
index. However, if the benchmark index is discontinued, we will substitute a
successor benchmark index, if there is one. Otherwise we will substitute a
comparable benchmark index. We will obtain any required regulatory approvals
prior to substitution of the benchmark index.

The formula, which is set on the effective date and is not changed while the
benefit is in effect, determines, on each Valuation Day, when a transfer is
required.

The formula begins by determining the value on that Valuation Day that, if
appreciated at the applicable discount rate, would equal the guarantee amount
at the end of each applicable guarantee period. We call the greatest of these
values the "current liability (L)."

L = MAX (Li), where Li = Gi / (1 + di) /(Ni/365)/

Next the formula calculates the following formula ratio:

r = (L - B) / (V\\V\\ + V\\F\\)

If the formula ratio exceeds an upper target value, then all or a portion of
the Account Value will be transferred to the AST bond portfolio Sub-account
associated with the current liability subject to the rule that prevents a
transfer into that AST bond portfolio Sub-account if 90% or more of Account
Value is in that Sub-account (90% cap). If at the time we make a transfer to
the AST bond portfolio Sub-account associated with the current liability there
is Account Value allocated to an AST bond portfolio Sub-account not associated
with the current liability, we will transfer all assets from that AST bond
portfolio Sub-account to the AST bond portfolio Sub-account associated with the
current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r >
Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min (MAX(0, (.90 * (V\\V\\ + V\\F\\ + B)) - B), [L - B - (V\\V\\ + V\\F\\)
* Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in
the AST bond portfolio Sub-account, then the formula will transfer assets out
of the AST bond portfolio Sub-account into the elected Sub-accounts.

The formula will transfer assets out of the AST bond portfolio

Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * Ct] / (1 - Ct))}

If following a transfer to the elected Sub-accounts, there are assets remaining
in an AST bond portfolio Sub-account not associated with the current liability,
we will transfer all assets from that AST bond portfolio Sub-account to the AST
bond portfolio Sub-account associated with the current liability.

C - 1

APPENDIX D - SPECIAL CONTRACT PROVISIONS FOR ANNUITIES ISSUED IN CERTAIN STATES

[TO BE FURNISHED IN PRE-EFFECTIVE AMENDMENT]

D - 1

[postcard to request SAI to be added at end of prospectus]

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration Fees

In this registration statement, Pruco Life Insurance Company is registering
$6,000,000,000 of securities and paying a filing fee of $334,800 therefore.

Federal Taxes

Pruco Life Insurance Company estimates the federal tax effect associated with
the deferred acquisition costs attributable to $6,000,000,000 of annual
purchase payments to be approximately $15,000,000.

State Taxes

Currently, states charge up to 3.5% for premium taxes or similar taxes on
annuities. Pruco Life Insurance Company estimates that premium taxes in the
approximate amount of $210,000,000 would be owed if 3.5% of premium tax was
owed on the full $6,000,000,000 of purchase payments.

Printing Costs

Pruco Life Insurance Company estimated that the printing cost will be subsumed
in the printing costs for the companion variable annuities.

Legal Costs

This registration statement was prepared by Prudential attorneys whose time is
allocated to Pruco Life Insurance Company.

Accounting Costs

The independent registered public accounting firm that audits Pruco Life
Insurance Company financial statements, charges approximately $10,000 in
connection with each filing of this registration statement with the Commission.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant, in conjunction with certain of its affiliates, maintains
insurance on behalf of any person who is or was a trustee, director, officer,
employee, or agent of the Registrant, or who is or was serving at the request
of the Registrant as a trustee, director, officer, employee or agent of such
other affiliated trust or corporation, against any liability asserted against
and incurred by him or her arising out of his or her position with such trust
or corporation.

Arizona, being the state of organization of Pruco Life Insurance Company
Arizona ("Pruco"), permits entities organized under its jurisdiction to
indemnify directors and officers with certain limitations. The relevant
provisions of Arizona law permitting indemnification can be found in
Section 10-850 et seq. of the Arizona Statutes Annotated. The text of Pruco's
By-law, Article VIII, which relates to indemnification of officers and
directors, is incorporated by reference to Exhibit 1A(6)(c) to Form S-6 filed
August 13, 1999 on behalf of the Pruco Life of New Jersey Variable Appreciable
Account.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing

provisions or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the

Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS

(a) Exhibits

(1) Form of Distribution Agreement between Prudential Annuities Distributors,
Inc. and Pruco Life Insurance Company. (Note 4)

(4) (a) Form of Contracts:

1. Prudential Premier(R) Retirement Variable Annuity B SERIES/SM/ ("B
SERIES") Variable Annuity Contract (Note 3)

2. Prudential Premier(R) Retirement Variable Annuity L SERIES/SM/ ("L
SERIES") Variable Annuity Contract (Note 3)

3. Prudential Premier(R) Retirement Variable Annuity X SERIES/SM/ ("X
SERIES") Variable Annuity Contract (Note 3)

4. Prudential Premier(R) Retirement Variable Annuity C SERIES/SM/ ("C
SERIES") Variable Annuity Contract (Note 3)

5. Prudential Variable Annuity RIA Series Variable Annuity Contract
(Note 3)

(b) Market Value Adjustment Option Rider (Note 3)

(d) Dollar Cost Averaging Option Rider (Note 3)

(e) Dollar Cost Averaging Schedule (Note 3)

(5) Opinion of Counsel as to legality of the securities being registered. (Note
1)

(23)Written consent of Independent Registered Public Accounting Firm (Note 2)

(24)Powers of Attorney:

(a) Power of Attorney for James J. Avery. (Note 1)

(b) Power of Attorney for Helen M. Galt. (Note 1)

(d) Power of Attorney for Scott D. Kaplan. (Note 1)

(e) Power of Attorney for Stephen Pelletier. (Note 1)

(f) Power of Attorney for Tucker I. Marr. (Note 1)

(g) Power of Attorney for Scott G. Sleyster. (Note 1)
--------
(Note 1) Filed herewith.

(Note 2) To be filed by Amendment.

(Note 3) Incorporated by reference to Registration Statement, Registration
Nos. 333-162673 and 333-162680 filed October 26, 2009 on behalf of Pruco Life
Flexible Premium Variable Annuity Account.

(Note 4) Incorporated by reference to Post-Effective Amendment No. 9, Form N-4
Registration No. 333-130989, filed December 18, 2007, on behalf of Pruco Life
Flexible Premium Variable Annuity Account.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10 (a)(3) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. The
undersigned registrant also undertakes that each prospectus filed pursuant to
Rule 424(b) under this registration statement shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness.

(5) The undersigned registrant undertakes that, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 ((S)230.424
of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;

(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newark, State of New
Jersey, on the 26th day of October 2009.

PRUCO LIFE INSURANCE COMPANY
(Registrant)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated.

Signature and Title

*
----------------------------------
James J. Avery Jr.
Vice Chairman And Director Date: October 26, 2009

* *By: /s/ Thomas C. Castano
---------------------------------- ---------------------------------
Scott D. Kaplan Thomas C. Castano
Director, President & Chief Vice President And Corporate
Executive Officer Counsel

*
----------------------------------
Tucker I. Marr
Chief Accounting Officer & Chief
Financial Officer

*
----------------------------------
Bernard J. Jacob
Director

*
----------------------------------
Scott G. Sleyster
Director

*
----------------------------------
Helen M. Galt
Director

*
----------------------------------
Stephen Pelletier
Director

EXHIBIT INDEX

(5) Opinion of Counsel as to legality of the securities being registered.

(24) Powers of Attorney:

(a) Power of Attorney for James J. Avery.

(b) Power of Attorney for Helen M. Galt.

(d) Power of Attorney for Scott D. Kaplan.

(e) Power of Attorney for Stephen Pelletier.

(f) Power of Attorney for Tucker I. Marr.

(g) Power of Attorney for Scott G. Sleyster.