AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 2010
REGISTRATION NO. 333-162683
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

PRE-EFFECTIVE AMENDMENT NO. 1

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 (2) registered per unit offering price registration fee
---------------------------------------------------------------------------------------------------------

Market Value Adjusted Annuity Contracts N/A (1) N/A N/A
---------------------------------------------------------------------------------------------------------

(1) The contract does not provide for a predetermined amount of number of units
(2) By filing dated October 27, 2009, Pruco Life Insurance Company registered
$6 billion in market value adjusted annuity contract securities and paid a
filing fee of $334,800 therefor.

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(R) RETIREMENT VARIABLE ANNUITY X SERIES(SM) ("X SERIES")
PRUDENTIAL PREMIER(R) RETIREMENT VARIABLE ANNUITY B SERIES(SM) ("B SERIES")
PRUDENTIAL PREMIER(R) RETIREMENT VARIABLE ANNUITY L SERIES(SM) ("L SERIES")
PRUDENTIAL PREMIER(R) RETIREMENT VARIABLE ANNUITY C SERIES(SM) ("C SERIES")

FLEXIBLE PREMIUM DEFERRED ANNUITIES

PROSPECTUS: FEBRUARY 10, 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 CERTAIN PURCHASE
PAYMENTS YOU MAKE, 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 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 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 OR GO TO OUR WEBSITE AT
HTTP://WWW.PRUDENTIALANNUITIES.COM

Prospectus dated: February 10, 2010 Statement of Additional Information dated:
February 10, 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 Fidelity Investments(R) Pyramis(R) Asset Allocation 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 J.P. Morgan Strategic Opportunities 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 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 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 17

SUMMARY 18

INVESTMENT OPTIONS 19

VARIABLE INVESTMENT OPTIONS 20

MARKET VALUE ADJUSTMENT OPTIONS 35

RATES FOR MVA OPTIONS 35

MARKET VALUE ADJUSTMENT 36

LONG-TERM MVA OPTIONS 37

DCA MVA OPTIONS 37

GUARANTEE PERIOD TERMINATION 37

FEES, CHARGES AND DEDUCTIONS 38

MVA OPTION CHARGES 40

ANNUITY PAYMENT OPTION CHARGES 40

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES 40

PURCHASING YOUR ANNUITY 40

REQUIREMENTS FOR PURCHASING THE ANNUITY 40

PURCHASE CREDITS UNDER THE X SERIES 41

DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY 42

RIGHT TO CANCEL 44

SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT 45

SALARY REDUCTION PROGRAMS 45

MANAGING YOUR ANNUITY 45

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS 45

MANAGING YOUR ACCOUNT VALUE 46

DOLLAR COST AVERAGING PROGRAMS 46

6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM 46

AUTOMATIC REBALANCING PROGRAMS 48

FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS 48

RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS 49

ACCESS TO ACCOUNT VALUE 50

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU 50

TAX IMPLICATIONS FOR DISTRIBUTIONS 51

FREE WITHDRAWAL AMOUNTS 51

SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD 52

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL
REVENUE CODE 52

REQUIRED MINIMUM DISTRIBUTIONS 53

SURRENDERS 53

SURRENDER VALUE 53

MEDICALLY-RELATED SURRENDERS 53

ANNUITY OPTIONS 54

CHOOSING THE ANNUITY PAYMENT OPTION 56

LIVING BENEFITS 56

HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (HD6 PLUS(SM)) 57

HIGHEST DAILY LIFETIME 6 PLUS WITH LIFETIME INCOME ACCELERATOR(SM) (HD6
PLUS-with LIA(SM))

SPOUSAL HIGHEST DAILY LIFETIME(SM) 6 PLUS (SHD6 PLUS(SM)) 71

GUARANTEED RETURN OPTION(SM) PLUS II (GRO PLUS II) 81

HIGHEST DAILY(SM) GUARANTEED RETURN OPTION(SM) II (HD GRO II(SM)

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS 88

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT 88

MINIMUM DEATH BENEFIT 89

OPTIONAL DEATH BENEFITS 90

PAYMENT OF DEATH BENEFITS 94

VALUING YOUR INVESTMENT 96

VALUING THE SUBACCOUNTS 96

PROCESSING AND VALUING TRANSACTIONS 97

TAX CONSIDERATIONS 98

OTHER INFORMATION 108

PRUCO LIFE AND THE SEPARATE ACCOUNT 108

LEGAL STRUCTURE OF THE UNDERLYING FUNDS 111

DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE 112

FINANCIAL STATEMENTS 114

INDEMNIFICATION 114

LEGAL PROCEEDINGS 114

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION 115

HOW TO CONTACT US 115

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

APPENDIX F - MVA FORMULAS F-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 Subaccount 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 first four 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

PERCENTAGE APPLIED AGAINST PURCHASE PAYMENT BEING
AGE OF PURCHASE PAYMENT BEING WITHDRAWN WITHDRAWN
--------------------------------------------- -------------------------------------------------

LESS THAN ONE YEAR OLD 9.0%
1 YEAR OLD OR OLDER, BUT NOT YET 2 YEARS OLD 9.0%
2 YEARS OLD OR OLDER, BUT NOT YET 3 YEARS OLD 9.0%
3 YEARS OLD OR OLDER, BUT NOT YET 4 YEARS OLD 9.0%
4 YEARS OLD OR OLDER, BUT NOT YET 5 YEARS OLD 8.0%

5 YEARS OLD OR OLDER, BUT NOT YET 6 YEARS OLD 8.0%
6 YEARS OLD OR OLDER, BUT NOT YET 7 YEARS OLD 8.0%
7 YEARS OLD OR OLDER, BUT NOT YET 8 YEARS OLD 5.0%
8 YEARS OLD OR OLDER, BUT NOT YET 9 YEARS OLD 2.5%
9 OR MORE YEARS OLD 0.0%

B SERIES

PERCENTAGE APPLIED AGAINST PURCHASE PAYMENT BEING
AGE OF PURCHASE PAYMENT BEING WITHDRAWN WITHDRAWN
--------------------------------------------- -------------------------------------------------

LESS THAN ONE YEAR OLD 7.0%
1 YEAR OLD OR OLDER, BUT NOT YET 2 YEARS OLD 7.0%
2 YEARS OLD OR OLDER, BUT NOT YET 3 YEARS OLD 6.0%
3 YEARS OLD OR OLDER, BUT NOT YET 4 YEARS OLD 6.0%
4 YEARS OLD OR OLDER, BUT NOT YET 5 YEARS OLD 5.0%
5 YEARS OLD OR OLDER, BUT NOT YET 6 YEARS OLD 5.0%
6 YEARS OLD OR OLDER, BUT NOT YET 7 YEARS OLD 5.0%
7 YEARS OLD, OR OLDER 0.0%

L SERIES

PERCENTAGE APPLIED AGAINST PURCHASE PAYMENT BEING
AGE OF PURCHASE PAYMENT BEING WITHDRAWN WITHDRAWN
--------------------------------------------- -------------------------------------------------

LESS THAN ONE YEAR OLD 7.0%
1 YEAR OLD OR OLDER, BUT NOT YET 2 YEARS OLD 7.0%
2 YEARS OLD OR OLDER, BUT NOT YET 3 YEARS OLD 6.0%
3 YEARS OLD OR OLDER, BUT NOT YET 4 YEARS OLD 5.0%
4 OR MORE YEARS OLD 0.0%

C SERIES

There is no CDSC or other sales load applicable to the C Series.

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 with respect to the X Series on November 1, 2016 you
withdrew a Purchase Payment made on August 1, 2011, that Purchase Payment
would be between 5 and 6 years old, and thus subject to an 8% CDSC.

For X Series Annuities issued in Connecticut, the CDSC amounts are different.
Please see Appendix E.

FEE/CHARGE X SERIES B SERIES L 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 B SERIES L SERIES C SERIES
---------------------------- ------------------------ ------------------------ ------------------------ ------------------------

ANNUAL MAINTENANCE Lesser of $50 or 2% of Lesser of $50 or 2% of Lesser of $50 or 2% of Lesser of $50 or 2% of
FEE/1/,/3/ Unadjusted Account Value Unadjusted Account Value Unadjusted Account Value Unadjusted Account Value

ANNUALIZED FEES/CHARGES

(ASSESSED DAILY AS A PERCENTAGE OF THE NET ASSETS OF THE SUB-ACCOUNTS)

FEE/CHARGE X SERIES B SERIES L SERIES C SERIES
---------------------------- ------------------------ ------------------------ ------------------------ ------------------------

MORTALITY & EXPENSE RISK
CHARGE
DURING FIRST 9 ANNUITY
YEARS 1.70% 1.15% 1.55% 1.60%
AFTER 9TH ANNUITY YEAR 1.15% 1.15% 1.15% 1.15%
ADMINISTRATION CHARGE 0.15% 0.15% 0.15% 0.15%
TOTAL ANNUALIZED INSURANCE
CHARGE/3/
DURING FIRST 9 ANNUITY
YEARS/2,3/ 1.85% 1.30% 1.70% 1.75%
AFTER 9TH ANNUITY YEAR/2,3/ 1.30% 1.30% 1.30% 1.30%

/1/ Assessed annually on the Annuity's anniversary date or upon surrender. 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.

For the X Series, B Series, and L Series, on the Valuation Day immediately
following the 9th Annuity Anniversary, the Mortality & Expense Risk Charge drops
to 1.15% annually (the B Series is a constant 1.15% annually).

/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

ANNUALIZED TOTAL ANNUALIZED TOTAL ANNUALIZED TOTAL ANNUALIZED TOTAL ANNUALIZED
OPTIONAL BENEFIT CHARGE/2/ CHARGE/2/ CHARGE/2/ CHARGE/2/
OPTIONAL BENEFIT FEE/CHARGE /1/ FOR X SERIES FOR B SERIES FOR L SERIES FOR C SERIES
------------------------- ---------------- ---------------- ---------------- ---------------- ----------------

HIGHEST DAILY LIFETIME
6 PLUS
(assessed against
greater of Unadjusted
Account Value and PWV)

MAXIMUM CHARGE/3/ 1.50% 1.85% 1.30% 1.70% 1.75%
+1.50% +1.50% +1.50% +1.50%

CURRENT CHARGE 0.85% 1.85% 1.30% 1.70% 1.75%
+0.85% +0.85% +0.85% +0.85%

HIGHEST DAILY LIFETIME
6 PLUS WITH LIFETIME
INCOME ACCELERATOR
(assessed against
greater of Unadjusted
Account Value and PWV)

MAXIMUM CHARGE/3/ 2.00% 1.85% 1.30% 1.70% 1.75%
+2.00% +2.00% +2.00% +2.00%

CURRENT CHARGE 1.20% 1.85% 1.30% 1.70% 1.75%
+1.20% +1.20% +1.20% +1.20%

SPOUSAL HIGHEST DAILY
LIFETIME 6 PLUS
(assessed against
greater of Unadjusted
Account Value and PWV)

MAXIMUM CHARGE/3/ 1.50% 1.85% 1.30% 1.70% 1.75%
+1.50% +1.50% +1.50% +1.50%

CURRENT CHARGE
0.95% 1.85% 1.30% 1.70% 1.75%
+0.95% +0.95% +0.95% +0.95%

GUARANTEED RETURN
OPTION PLUS II (GRO
PLUS II)
CHARGE/4/ 0.60% 2.45% 1.90% 2.30% 2.35%
(assessed as a percentage
of the average daily
net assets of the
Sub-accounts)

HIGHEST DAILY
GUARANTEED RETURN
OPTION II (HD GRO II)

CHARGE/4/
(assessed as a percentage 0.60% 2.45% 1.90% 2.30% 2.35%
of the average daily
net assets of the
Sub-accounts)

HIGHEST ANNIVERSARY
VALUE DEATH BENEFIT
("HAV")
CHARGE/4/
(assessed as a
percentage of the 0.40% 2.25% 1.70% 2.10% 2.15%
average daily net
assets of the
Sub-accounts)

COMBINATION 5% ROLL-UP
AND HAV DEATH BENEFIT
CHARGE/4/
(assessed as a
percentage of the 0.80% 2.65% 2.10% 2.50% 2.55%
average daily net
assets of the
Sub-accounts)

/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 Protected
Withdrawal Value (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 1.30% 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 1.30% annualized charge of amounts invested in the Sub-accounts for base
Annuity after the 9th Annuity Year.

HIGHEST DAILY LIFETIME 6 PLUS WITH LIA: 1.20% optional benefit charge is in
addition to 1.30% annualized charge of amounts invested in the Sub-accounts
for base Annuity after the 9th Annuity Year.

SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS: 0.95% optional benefit charge
is in addition to 1.30% annualized charge of amounts invested in the Sub-
accounts for base Annuity after the 9th Annuity Year.

FOR GRO PLUS II AND HIGHEST DAILY GRO II: FOR B SERIES, the optional
benefit charge plus base Annuity charge is 1.90% 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 1.90% after the 9th Annuity Year.

HIGHEST ANNIVERSARY VALUE DEATH BENEFIT: For B SERIES, the optional benefit
charge plus base Annuity charge is 1.70% 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 1.70% after the 9th Annuity Year.

COMBINATION 5% ROLL-UP AND HAV DEATH BENEFIT. For B SERIES, the optional
benefit charge plus base Annuity charge is 2.10% in all Annuity Years. IN
THE CASE OF THE L SERIES, X SERIES, AND C SERIES, total charge drops to
2.10% 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 to the maximum charge indicated 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% 1.67%

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.

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

OTHER ACQUIRED TOTAL
EXPENSES PORTFOLIO ANNUAL
MANAGEMENT (excluding short SHORT SALE (12B-1) FEES & PORTFOLIO
UNDERLYING PORTFOLIO FEE sale expenses) EXPENSES FEE EXPENSES EXPENSES
----------------------------------------------- ---------- ---------------- ---------- ------- --------- ---------

ADVANCED SERIES TRUST/1,2,3/
AST Academic Strategies Asset Allocation/4/ 0.72% 0.07% 0.01% 0.00% 0.74% 1.54%
AST Advanced Strategies 0.85% 0.22% 0.00% 0.00% 0.02% 1.09%
AST AllianceBernstein Core Value 0.75% 0.18% 0.00% 0.00% 0.00% 0.93%
AST AllianceBernstein Growth & Income 0.75% 0.13% 0.00% 0.00% 0.00% 0.88%
AST American Century Income & Growth/5/ 0.75% 0.18% 0.00% 0.00% 0.00% 0.93%
AST Balanced Asset Allocation 0.15% 0.02% 0.00% 0.00% 0.93% 1.10%
AST Bond Portfolio 2017/6/ 0.65% 0.31% 0.00% 0.00% 0.00% 0.96%
AST Bond Portfolio 2018/6/ 0.64% 0.35% 0.00% 0.00% 0.00% 0.99%
AST Bond Portfolio 2019/6/ 0.64% 0.47% 0.00% 0.00% 0.00% 1.11%
AST Bond Portfolio 2020/6/ 0.65% 1.02% 0.00% 0.00% 0.00% 1.67%
AST Bond Portfolio 2021/6/ 0.65% 0.31% 0.00% 0.00% 0.00% 0.96%
AST Capital Growth Asset Allocation 0.15% 0.01% 0.00% 0.00% 0.96% 1.12%
AST CLS Growth Asset Allocation/7/ 0.30% 0.20% 0.00% 0.00% 0.95% 1.45%
AST CLS Moderate Asset Allocation/7/ 0.30% 0.16% 0.00% 0.00% 0.93% 1.39%

AST Cohen & Steers Realty Portfolio/5/ 1.00% 0.17% 0.00% 0.00% 0.00% 1.17%
AST DeAM Large-Cap Value 0.85% 0.15% 0.00% 0.00% 0.00% 1.00%
AST Federated Aggressive Growth 0.95% 0.21% 0.00% 0.00% 0.00% 1.16%
AST Fidelity Investments(R) Pyramis(R) Asset
Allocation Portfolio/8/ 0.85% 0.27% 0.15% 0.00% 0.00% 1.27%
(estimated) (estimated)
AST First Trust Balanced Target 0.85% 0.15% 0.00% 0.00% 0.00% 1.00%
AST First Trust Capital Appreciation Target 0.85% 0.15% 0.00% 0.00% 0.00% 1.00%
AST Global Real Estate 1.00% 0.27% 0.00% 0.00% 0.00% 1.27%
AST Goldman Sachs Concentrated Growth 0.90% 0.14% 0.00% 0.00% 0.00% 1.04%
AST Goldman Sachs Mid-Cap Growth 1.00% 0.18% 0.00% 0.00% 0.00% 1.18%
AST Goldman Sachs Small-Cap Value 0.95% 0.22% 0.00% 0.00% 0.00% 1.17%
AST High Yield/5/ 0.75% 0.18% 0.00% 0.00% 0.00% 0.93%
AST Horizon Growth Asset Allocation/9/ 0.30% 0.35% 0.00% 0.00% 0.93% 1.58%
AST Horizon Moderate Asset Allocation/9/ 0.30% 0.28% 0.00% 0.00% 0.87% 1.45%
AST International Growth 1.00% 0.18% 0.00% 0.00% 0.00% 1.18%
AST International Value 1.00% 0.18% 0.00% 0.00% 0.00% 1.18%
AST Investment Grade Bond/6/ 0.64% 0.13% 0.00% 0.00% 0.00% 0.77%
AST Jennison Large-Cap Growth 0.90% 0.20% 0.00% 0.00% 0.00% 1.10%
AST Jennison Large-Cap Value 0.75% 0.18% 0.00% 0.00% 0.00% 0.93%
AST JPMorgan International Equity/5/ 0.89% 0.20% 0.00% 0.00% 0.00% 1.09%
AST J.P. Morgan Strategic Opportunities
Portfolio/10/ 1.00% 0.16% 0.12% 0.00% 0.00% 1.28%
(estimated) (estimated)
AST Large-Cap Value/5/ 0.75% 0.12% 0.00% 0.00% 0.00% 0.87%
AST Lord Abbett Bond-Debenture 0.80% 0.17% 0.00% 0.00% 0.00% 0.97%
AST Marsico Capital Growth 0.90% 0.13% 0.00% 0.00% 0.00% 1.03%
AST MFS Global Equity 1.00% 0.32% 0.00% 0.00% 0.00% 1.32%
AST MFS Growth 0.90% 0.15% 0.00% 0.00% 0.00% 1.05%
AST Mid-Cap Value 0.95% 0.19% 0.00% 0.00% 0.00% 1.14%
AST Money Market 0.50% 0.12% 0.00% 0.00% 0.00% 0.62%
AST Neuberger Berman / LSV Mid-Cap Value 0.90% 0.15% 0.00% 0.00% 0.00% 1.05%
AST Neuberger Berman Mid-Cap Growth/5/ 0.90% 0.15% 0.00% 0.00% 0.00% 1.05%
AST Neuberger Berman Small-Cap Growth 0.95% 0.21% 0.00% 0.00% 0.00% 1.16%

AST Parametric Emerging Markets Equity 1.10% 0.53% 0.00% 0.00% 0.00% 1.63%
AST PIMCO Limited Maturity Bond 0.65% 0.14% 0.01% 0.00% 0.00% 0.80%
AST PIMCO Total Return Bond 0.65% 0.13% 0.00% 0.00% 0.00% 0.78%
AST Preservation Asset Allocation 0.15% 0.02% 0.00% 0.00% 0.87% 1.04%
AST QMA US Equity/11/ 1.00% 0.19% 0.38% 0.00% 0.00% 1.57%
AST Schroders Multi-Asset World Strategies 1.10% 0.35% 0.00% 0.00% 0.00% 1.45%
AST Small-Cap Growth 0.90% 0.22% 0.00% 0.00% 0.00% 1.12%
AST Small-Cap Value 0.90% 0.18% 0.00% 0.00% 0.00% 1.08%
AST T. Rowe Price Asset Allocation 0.85% 0.15% 0.00% 0.00% 0.00% 1.00%
AST T. Rowe Price Global Bond 0.80% 0.19% 0.00% 0.00% 0.00% 0.99%
AST T. Rowe Price Large-Cap Growth 0.88% 0.13% 0.00% 0.00% 0.00% 1.01%

Footnotes appear on next page.

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, and AST Horizon Moderate 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 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.

SHORT SALE EXPENSES. SEC Staff positions dictate that we separately identify the
amount of short sale expenses of each Portfolio that engages in short sales to a
significant degree. In the column above, we separately identify the short sale
expenses of each AST Portfolio that (a) engages in short sales as a non-
fundamental investment practice and/or (b) separately identifies short sale
expenses in its financial statements. Short sale expenses are a component of
"Other Expenses." "Other Expenses", exclusive of short sale expenses, consist of
expenses for accounting and valuation services, custodian fees, audit and legal
fees, transfer agency fees, non-interested Trustee fees, and fees for certain
other miscellaneous items. Accordingly, for both the AST Portfolios we identify
in this footnote and the other AST Portfolios, "Other Expenses" includes short
sale expenses (if any). The short sale expenses of AST Portfolios that may
engage in short sales to a significant degree (as of December 31, 2008) are as
indicated above. For portfolios other than AST, short sale expenses (if any) are
not separately identified.

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 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). The guarantee of this arrangement has been extended through July 1,
2010.

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 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. This
arrangement is guaranteed through July 1, 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. This arrangement is guaranteed through July 1, 2010.

8 The fees and expenses shown in the table above are estimates. Future
expense ratios may be higher or lower than those shown in the table above.
The portfolio is expected to engage in short sale activity to implement its
large cap core 130/30 strategy. In general, taking a short position
involves borrowing a security (usually from a broker), and selling the
security in the open market, while receiving cash as the proceeds from the
sale. The portfolio generally receives interest (a credit to the portfolio)
on the cash proceeds from its short sales that are held as collateral at
the broker. However, the portfolio must, while a short position is open
with respect to a stock, pay out dividends on the shorted stock to the
broker. This will represent an expense to the portfolio. Even though these
short sale dividend expenses are typically offset, in whole or in part, by
the credits received from earnings on the short sale proceeds, SEC
accounting rules will require the portfolio to include the full amount of
those short sale dividend expenses in its total expense ratio for purposes
of the above fee table without any offset for those interest earnings. AST
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 arrangement are included in "Other Expenses."

9 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, and the AST HORIZON
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 $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.

10 The fees and expenses shown in the table above are estimates. Future
expense ratios may be higher or lower than those shown in the table above.
The portfolio is expected to engage in short sale activity to implement its
market neutral and absolute return strategies. In general, taking a short
position involves borrowing a security (usually from a broker), and selling
the security in the open market, while receiving cash as the proceeds from
the sale. The portfolio generally receives interest (a credit to the
portfolio) on the cash proceeds from its short sales that are held as
collateral at the broker. However, the portfolio must, while a short
position is open with respect to a stock, pay out dividends on the shorted
stock to the broker. This will represent an expense to the portfolio. Even
though these short sale dividend expenses are typically offset, in whole or
in part, by the credits received from earnings on the short

sale proceeds, SEC accounting rules will require the portfolio to include
the full amount of those short sale dividend expenses in its total expense
ratio for purposes of the above fee table without any offset for those
interest earnings. AST 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."

11 With respect to the AST QMA US EQUITY ALPHA PORTFOLIO, "Other Expenses"
includes dividend expenses on short sales and interest expenses on short
sales.

12 Operating expenses are annualized. 12b-1 fees include distribution and
service fees. Other Expenses include administration fees. The fund's
administrator has contractually agreed to waive or limit its fee and to
assume as its own expense certain expenses of the Fund so that common
annual Fund operating expenses (i.e., a combination of fund administration
fees and other expenses, but excluding Rule 12b-1 fees and acquired fund
fees and expenses) do not exceed 0.10% (other than certain non-routine
expenses and costs, including those related to litigation, indemnification,
reorganizations, and liquidations) until April 30, 2010. Without including
the effect of this waiver/limitation, Total Annual Portfolio Expenses would
be 1.13%. The Fund does not pay management fees but will indirectly bear
its proportionate share of any management fees and other expenses paid by
the underlying funds (or "acquired funds") in which it invests. Acquired
funds' estimated fees and expenses are based on acquired funds' expenses
for the fiscal year ended December 31, 2008. Fund shares are held by a
limited number of insurers, and, when applicable, by Funds of Funds.
Substantial withdrawals by one or more insurers or Funds of Funds could
reduce Fund assets, causing total Fund expenses to become higher.

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 cumulatively 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:

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

1 YR 3 YRS 5 YRS 10 YRS
----- ----- ----- ------
X Series $1473 $2632 $3708 $5927
B Series $1221 $2182 $3172 $5520
L Series $1259 $2292 $2844 $5819
C Series $ 564 $1705 $2866 $5855

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

1 YR 3 YRS 5 YRS 10 YRS
----- ----- ----- ------
X Series $573 $1732 $2908 $5927
B Series $521 $1582 $2672 $5520
L Series $559 $1692 $2844 $5819
C Series $564 $1705 $2866 $5855

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.

GENERALLY SPEAKING, VARIABLE ANNUITIES ARE INVESTMENTS DESIGNED TO BE HELD FOR
THE LONG TERM. WORKING WITH YOUR FINANCIAL PROFESSIONAL, YOU SHOULD CAREFULLY
CONSIDER WHETHER A VARIABLE ANNUITY IS APPROPRIATE FOR YOU, GIVEN YOUR LIFE
EXPECTANCY, NEED FOR INCOME, AND OTHER PERTINENT FACTORS.

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
-------- ---------------- ----------------
X Series 80 $10,000
B Series 85 $ 1,000
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 6 or 12 Month 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.

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 Purchase Payments 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 as "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 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

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.

MARKET TIMING POLICIES: We have market timing policies and procedures that
attempt to detect transfer activity that may adversely affect other Owners or
portfolio shareholders in situations where there is potential for pricing
inefficiencies or that involve certain other types of disruptive trading
activity (i.e., market timing). Our market timing policies and procedures are
discussed in more detail in the section entitled "Restrictions on Transfers
Between Investment Options."

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 restricted
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 investment
restrictions that apply if you elect certain optional benefits. Finally, we
discuss the MVA Options.

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 Combinations, each Portfolio Combination consists of several asset
allocation portfolios, each of which represents a specified percentage of your
allocations. If you elect to invest according to one of these Portfolio
Combinations, we will allocate your initial Purchase Payment among the
Sub-accounts within the Portfolio Combination according to the percentage
allocations. You may elect to allocate additional Purchase Payments according to
the composition of the Portfolio Combination, although if you do not make such
an explicit election, we will allocate additional Purchase Payments as discussed
below under "Additional Purchase Payments." Once you have selected a Portfolio
Combination, we will not rebalance your Account Value to take into account
differences in performance among the Sub-accounts. This is a static, point of
sale model allocation. Over time, the percentages in each asset allocation
portfolio may vary from the Portfolio Combination you selected when you
purchased your Annuity based on the performance of each of the portfolios within
the Portfolio Combination. However, you may elect to participate in an automatic
rebalancing program, under which we would transfer Account Value periodically so
that your Account Value allocated to the Sub-accounts is brought back to the
exact percentage allocations stipulated by the Portfolio Combination you
elected. Please see "Automatic Rebalancing Programs" below for details about how
such a program operates. If you are participating in an optional living benefit
(such as Highest Daily Lifetime 6 Plus) that makes transfers under a
pre-determined mathematical formula, and you have opted for automatic
rebalancing in addition to Prudential Portfolio Combinations, you should be
aware that: (a) the AST bond portfolio used as part of the pre-determined
mathematical formula will not be included as part of automatic rebalancing and
(b) the operation of the formula may result in the rebalancing not conforming
precisely to the percentage allocations that existed originally as part of
Prudential Portfolio Combinations.

If you are interested in a Portfolio Combination, you should work with your
Financial Professional to select the Portfolio Combination that is appropriate
for you, in light of your investment time horizon, investment goals and
expectations and market risk tolerance, and other relevant factors. In providing
these Portfolio Combinations, we are not providing investment advice. You are
responsible for determining which Portfolio Combination or Sub-account(s) is
best for you. Asset allocation does not ensure a profit or protect against a
loss.

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

ADVANCED SERIES TRUST

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

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

AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO: seeks long-term LARGE CAP AllianceBernstein L.P.
capital growth by investing primarily in common stocks. The VALUE
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 undervalued on the
basis of investor reactions to near-term 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 LARGE CAP AllianceBernstein L.P.
long-term growth of capital and income while attempting to VALUE
avoid excessive fluctuations in market value. The Portfolio
normally will invest in common stocks (and securities
convertible into common stocks). The subadviser will take a
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 LARGE CAP American Century Investment
capital growth with current income as a secondary objective. VALUE Management, Inc.
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 income. The subadviser utilizes a quantitative
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 ASSET Prudential Investments LLC;
AST Conservative Asset Allocation Portfolio): seeks to ALLOCATION Quantitative Management
obtain total return consistent with its specified level of Associates LLC
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 to underlying portfolios 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. This portfolio may have exposure
to non-investment grade bonds, which are commonly known as
"junk bonds".

AST BOND PORTFOLIOS 2017, 2018, 2019, 2020, AND 2021: each FIXED Prudential Investment
AST Bond Portfolio seeks the highest potential total return INCOME Management, Inc.
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 the fixed maturity year indicated in its
name. Please note that you may not make Purchase Payments
to, or transfer Account Value to or from, each portfolio,
and that each portfolio is available only with certain
living benefits.

AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO: seeks to ASSET Prudential Investments LLC;
obtain total return consistent with its specified level of ALLOCATION Quantitative Management
risk.. The portfolio primarily invests its assets in a Associates LLC
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 75% of
its net assets to underlying portfolios investing primarily
in equity securities (with a range of 67.5% 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 ASSET CLS Investments LLC
potential total return consistent with its specified level ALLOCATION
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, 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. This portfolio may have exposure to
non-investment grade bonds, which are commonly known as
"junk bonds".

AST CLS MODERATE ASSET ALLOCATION PORTFOLIO: seeks the ASSET CLS Investments LLC
highest potential total return consistent with its specified ALLOCATION
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, 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. This portfolio may have exposure to
non-investment grade bonds, which are commonly known as
"junk bonds".

AST COHEN & STEERS REALTY PORTFOLIO: seeks to maximize total SPECIALTY Cohen & Steers Capital
return through investment in real estate securities. The Management, Inc.
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 its assets in the 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 LARGE CAP Deutsche Investment
capital by investing primarily in the value stocks of larger VALUE Management Americas, Inc.
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 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 SMALL CAP Federated Equity Management
growth. The portfolio pursues its investment objective by GROWTH Company of Pennsylvania/
investing primarily in the stocks of small companies that Federated Global Investment
are traded on national security exchanges, NASDAQ stock Management Corp.; Federated
exchange and the over-the-counter-market. Small companies MDTA LLC
will be defined as companies with market capitalizations
similar to companies in the Russell 2000 Growth and S&P 600
Small Cap Index.

AST FIDELITY INVESTMENTS(R) PYRAMIS(R) ASSET ALLOCATION ASSET Pyramis Global Advisors,LLC,
PORTFOLIO: (formerly AST Niemann Capital Growth Asset ALLOCATION a Fidelity Investments
Allocation Portfolio): seeks to maximize total return. In company
seeking to achieve the Portfolio's investment objective, the
subadviser will cause the Portfolio's assets to be allocated
across six uniquely specialized investment strategies that
invest primarily in equity securities (i.e., the Equity
Strategies), one fixed-income strategy (i.e., the Broad
Market Duration Strategy), and one strategy designed to
provide liquidity (i.e., the Liquidity Strategy).

AST FIRST TRUST BALANCED TARGET PORTFOLIO: seeks long-term ASSET First Trust Advisors L.P.
capital growth balanced by current income. The portfolio ALLOCATION
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) International Target
25, and the Target Small Cap. 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 screens to select bonds from the DOW Jones Corporate
Bond Index or like-bonds not in the index. This portfolio
may have exposure to non-investment grade bonds, which are
commonly known as "junk bonds".

AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO: seeks ASSET First Trust Advisors L.P.
long-term capital growth. The portfolio seeks to achieve its ALLOCATION
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 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. This portfolio
may have exposure to non-investment grade bonds, which are
commonly known as "junk bonds".

AST GLOBAL REAL ESTATE PORTFOLIO: seeks capital appreciation SPECIAL Prudential Real Estate
and income. The portfolio will normally invest at least 80% TY Investors
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 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 LARGE CAP Goldman Sachs Asset
long-term growth of capital. The portfolio will pursue its GROWTH Management, L.P.
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 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 MID CAP Goldman Sachs Asset
capital growth. The portfolio pursues its investment GROWTH Management, L.P.
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 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 SMALL CAP Goldman Sachs Asset
capital appreciation. The portfolio will seek its objective VALUE Management, L.P.
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 capitalization companies. The 80%
investment requirement 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, FIXED Pacific Investment
consistent with preservation of capital and prudent INCOME Management Company LLC
investment management. The portfolio will invest, under (PIMCO)
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, or 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. This portfolio
may have exposure to non-investment grade bonds, which are
commonly known as "junk bonds".

AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO: seeks the ASSET Horizon Investments, LLC
highest potential total return consistent with its specified ALLOCATION
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, 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. This portfolio may have exposure to
non-investment grade bonds, which are commonly known as
"junk bonds".

AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO: seeks the ASSET Horizon Investments, LLC
highest potential total return consistent with its specified ALLOCATION
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, 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. This portfolio may have exposure to
non-investment grade bonds, which are commonly known as
"junk bonds".

AST INTERNATIONAL GROWTH PORTFOLIO: seeks long-term capital INTERNATIONAL Marsico Capital Management,
growth. Under normal circumstances, the portfolio invests at EQUITY LLC; William Blair &
least 80% of the value of its assets in securities of Company, LLC
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 outside the United States, it may at times invest in
U.S. issuers and it may invest all of its assets in fewer
than 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 INTERNATIONAL LSV Asset Management;
appreciation. The portfolio normally invests at least 80% of EQUITY Thornburg Investment
the portfolio's assets in equity securities. The portfolio Management, Inc.
will invest at least 65% of its net assets in the equity
securities of companies in at least three different
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 FIXED Prudential Investment
potential total return consistent with its specified level INCOME Management, Inc.
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 average maturity) of about 6
years. 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 JPMORGAN INTERNATIONAL EQUITY PORTFOLIO: seeks long-term INTERNATIONAL J.P. Morgan Investment
capital growth by investing in a diversified portfolio of EQUITY Management, Inc.
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 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 J.P. MORGAN STRATEGIC OPPORTUNITIES PORTFOLIO: (formerly ASSET J.P. Morgan Investment
AST UBS Dynamic Alpha Portfolio): seeks to maximize total ALLOCATION Management Inc.
return compared to its benchmark through security selection
and tactical asset allocation. The Portfolio will utilize
a variety of diversifying asset classes and investment
styles, including a significant allocation to alternative
investment strategies such as market neutral, 130/30, and
absolute return. The Portfolio may invest in a wide range of
asset classes, including U.S. and non-U.S. equities,
emerging markets equities, real estate investment trusts
(REITs) domiciled in and outside of the United States, U.S.
and non-U.S. fixed income, high yield bonds, convertible
bonds, and emerging markets bonds. The allocation to these
assets classes will vary depending on the subadviser's
tactical views. Market neutral strategies seek to produce a
positive return regardless of the direction of the equity
markets. 130/30 strategies follow a particular index, for
example the S&P 500, but allow the subadviser to sell short
securities that are deemed likely to decline in value.
Absolute return strategies seek to generate a return in
excess of prevailing yields on U.S. Treasuries or the London
Interbank Offered Rate (LIBOR). This portfolio may have
exposure to non-investment grade bonds, which are commonly
known as "junk bonds".

AST JENNISON LARGE-CAP GROWTH PORTFOLIO: seeks long-term LARGE CAP Jennison Associates
growth of capital. Under normal market conditions, the GROWTH LLC
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
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 LARGE CAP Jennison Associates
appreciation. Under normal market conditions, the Portfolio VALUE LLC
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 to buy, the Subadvisor will
use a value investment 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 LARGE CAP Eaton Vance Management;
long-term growth of income, as well as capital appreciation. VALUE Hotchkis and Wiley Capital
The portfolio invests, under normal circumstances, at least Management LLC
80% of its net assets in common stocks of large
capitalization companies. Large capitalization companies are
those companies with market capitalizations within the
market capitalization range of the Russell 1000 Value Index.

AST LORD ABBETT BOND-DEBENTURE PORTFOLIO: seeks high current FIXED Lord, Abbett & Co. LLC
income and the opportunity for capital appreciation to INCOME
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
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. LARGE CAP Marsico Capital
Income realization is not an investment objective and any GROWTH Management, LLC
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 "bottom up" stock selection. The "top 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 INTERNATIONAL Massachusetts Financial
normal circumstances the portfolio invests at least 80% of EQUITY Services Company
its assets in equity securities. The portfolio may invest in
the securities of U.S. and foreign issuers (including
issuers in emerging market countries). While the 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 LARGE CAP Massachusetts Financial
future, rather than current income. Under normal market GROWTH Services Company
conditions, the portfolio invests at least 80% of its net
assets in common stocks and related securities, such as
preferred stocks, convertible securities and 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 MID CAP EARNEST Partners LLC; WEDGE
by investing primarily in mid-capitalization stocks that VALUE Capital Management, LLP
appear to be undervalued. The portfolio generally invests,
under normal circumstances, at least 80% of the value of its
net assets in mid-capitalization companies.
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 FIXED Prudential Investment
maintaining high levels of liquidity. The portfolio invests INCOME Management, Inc.
in high-quality, short-term, U.S. dollar denominated
corporate, bank and government 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 MID CAP LSV Asset Management;
known as AST Neuberger Berman Mid-Cap Value Portfolio): VALUE Neuberger Berman Management
seeks capital growth. Under normal market conditions, the LLC
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
Midcap(R) Index at the time of investment 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 MID CAP Neuberger Berman
growth. Under normal market conditions, the Portfolio GROWTH Management LLC
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 market capitalizations of companies 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 SMALL CAP Neuberger Berman
maximum growth of investors' capital from a portfolio of GROWTH Management LLC
growth stocks of smaller companies. The portfolio pursues
its objective, under normal circumstances, by primarily
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 PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO: seeks INTERNATIONAL Parametric Portfolio
long-term capital appreciation. The portfolio normally EQUITY Associates LLC
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 comprising the Soviet Union. A company
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 FIXED Pacific Investment
total return consistent with preservation of capital and INCOME Management Company LLC
prudent investment management. The portfolio will invest, (PIMCO)
under normal circumstances, at least 80% of the value of its
net assets in fixed-income investment instruments of varying
maturities which may be represented by forwards or
derivatives such as options, futures contracts, or swap
agreements. This portfolio may have exposure to
non-investment grade bonds, which are commonly known as
"junk bonds".

AST PIMCO TOTAL RETURN BOND PORTFOLIO: seeks to maximize FIXED Pacific Investment
total return consistent with preservation of capital and INCOME Management Company LLC
prudent investment management. The portfolio will invest, (PIMCO)
under normal circumstances, at least 80% of the value of its
net assets in fixed income investments, which may be
represented by forwards or derivatives such as options,
futures contracts, or swap agreements. This portfolio
may have exposure to non-investment grade bonds, which are
commonly known as "junk bonds".

AST PRESERVATION ASSET ALLOCATION PORTFOLIO: seeks to obtain ASSET Prudential Investments LLC;
total return consistent with its specified level of risk. ALLOCATION Quantitative Management
The portfolio primarily invests its assets in a diversified Associates LLC
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 35% of its net assets to
underlying portfolios investing primarily in equity
securities (with a range of 27.5% to 42.5%), 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. This
portfolio may have exposure to non-investment grade bonds,
which are commonly known as "junk bonds".

AST QMA US EQUITY PORTFOLIO: seeks long term capital LARGE CAP Quantitative Management
appreciation. The portfolio utilizes a long/short investment BLEND Associates LLC
strategy and will normally invest at least 80% of its net
assets plus borrowings in equity and equity related
securities of US issuers. The benchmark index is the Russell
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 ASSET Schroder Investment
as AST American Century Strategic Allocation Portfolio): ALLOCATION Management North America
seeks long-term capital appreciation through a global Inc.
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 real estate,
commodities, currencies, 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.
This portfolio may have exposure to non-investment grade
bonds, which are commonly known as "junk bonds".

AST SMALL-CAP GROWTH PORTFOLIO: seeks long-term capital SMALL CAP Eagle Asset Management, Inc.
growth. The portfolio pursues its objective by investing, GROWTH
under normal circumstances, at least 80% of the value of its
assets in small-capitalization companies.
Small-capitalization companies are those companies with a
market 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 SMALL CAP ClearBridge Advisors, LLC;
capital growth by investing primarily in VALUE J.P. Morgan Investment
small-capitalization stocks that appear to be undervalued. Management, Inc.; Lee
The portfolio invests, under normal circumstances, at least Munder Investments, Ltd
80% of the value of its net assets in small capitalization
stocks. Small capitalization stocks are the stocks of
companies with market 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 ASSET T. Rowe Price Associates,
level of total return by investing primarily in a ALLOCATION Inc.
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 depending on the subadviser's
outlook for 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. This portfolio may have exposure to non-investment
grade bonds, which are commonly known as "junk bonds".

AST T. ROWE PRICE GLOBAL BOND PORTFOLIO: seeks to provide FIXED T. Rowe Price
high current income and capital growth by investing in INCOME International, Inc.
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, 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 LARGE CAP T. Rowe Price Associates,
long-term growth of capital by investing predominantly in GROWTH Inc.
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 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 SPECIALTY T. Rowe Price Associates,
long-term capital growth primarily through invest in the Inc.
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 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 WESTERN ASSET CORE PLUS BOND PORTFOLIO: seeks to FIXED Western Asset Management
maximize total return, consistent with prudent investment INCOME Company
management and liquidity needs, by investing to obtain its
average specified duration. The portfolio's current target
average duration is generally 2.5 to 7 years. The portfolio
pursues this objective by investing in all major fixed
income sectors with a bias towards non-Treasuries.
This portfolio may have exposure to non-investment grade
bonds, which are commonly known as "junk bonds".

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND: Seeks MODERATE Franklin Templeton Services,
capital appreciation, with income as a secondary goal. The ALLOCATION LLC
Fund normally invests equal portions in Class 1 shares of
Franklin Income Securities Fund; Mutual Shares 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.

In the following tables, we set forth the optional benefits that you may have if
you also participate in the Group I or Group II programs.

Group I: Allowable Benefit Allocations

AST Academic Strategies Asset Allocation
AST Advanced Strategies
Highest Daily Lifetime 6 Plus AST Balanced Asset Allocation
Highest Daily Lifetime 6 Plus with LIA AST Capital Growth Asset Allocation
Spousal Highest Daily Lifetime 6 Plus AST CLS Growth Asset Allocation
GRO Plus II AST CLS Moderate Asset Allocation
Highest Daily GRO II AST Fidelity Investments(R) Pyramis(R) Asset Allocation
Highest Anniversary Value Death Benefit Portfolio
Combination 5% Roll-Up and HAV Death Benefit AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST J.P. Morgan Strategic Opportunities Portfolio
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 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
Highest Daily Lifetime 6 Plus AST Capital Growth Asset Allocation
Highest Daily Lifetime 6 Plus with LIA AST Cohen & Steers Realty
Spousal Highest Daily Lifetime 6 Plus AST DeAM Large-Cap Value
GRO Plus II AST Federated Aggressive Growth
Highest Daily GRO II AST Fidelity Investments(R) Pyramis(R) Asset Allocation Portfolio
Highest Anniversary Value Death Benefit AST First Trust Balanced Target
Combination 5% Roll-Up and HAV Death Benefit 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 J.P. Morgan Strategic Opportunities Portfolio
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marsico Capital Growth
AST MFS Global Equity

AST MFS 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 Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond Portfolio
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 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.

For the Long-Term MVA Option, 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 Annuity Date. Thus, for example, we would not allow you to start a new
Guarantee Period of 5 years if the Owner/Annuitant were aged 94, because the 5
year period would end after the 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 will be subject
to a Market Value Adjustment or "MVA". We assess an MVA (whether positive or
negative) 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 in
Appendix F. 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. For the Long-Term
MVA Option, as detailed in the formula, we essentially (i) divide the current
interest rate you are receiving under the Guarantee Period by the interest rate
(plus a "liquidity factor") we are crediting for a Guarantee Period equal in
duration to the time remaining under the Guarantee Period and (ii) raise that
quotient by a mathematical power that represents the time remaining until the
maturity of the Guarantee Period. That result produces the MVA factor. If we
have no interest rate for a Guarantee Period equal in duration to the time
remaining under the Guarantee Period, we may use certain US Treasury interest
rates to calculate a proxy for that interest rate. All else being equal, the
longer the time remaining until the maturity of the MVA Option from which you
are making the withdrawal, the larger the mathematical power that is applied to
the quotient in (i) above, and thus the larger the MVA itself. The formula for
the DCA MVA Options works in a similar fashion, except that both interest rates
used in the MVA formula are derived directly from the Federal Reserve's
"Constant Maturity Treasury (CMT) rate." Under either formula, 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.

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 Guarantee 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 Guarantee Period at the same time. This could
result in your money earning interest at different rates and each Guarantee
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 Subaccounts, 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 (except that there
is no CDSC on the C Series Annuity). 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 X Series, the B Series, and the L 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. If you request a
withdrawal for an exact dollar amount, that amount can be the amount distributed
to you (called a "net withdrawal") or can be the amount deducted from your
account value (called a "gross" withdrawal). If you request a gross withdrawal,
you may receive less than the specified dollar amount, as any applicable CDSC,
MVA and tax withholding would be deducted from the amount you requested. If you
request a net withdrawal, a larger amount may be deducted from your account
value in order for you to receive the specified dollar amount after any
applicable CDSC, MVA and tax withholding is assessed, which will be based on the
total amount deducted from your account value. See "Free Withdrawal Amounts"
below for further detail on net and gross withdrawals, as well as how this might
affect an optional living benefit you may have.

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 Subaccounts 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 $50 or 2% 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), or the payment of a Death Benefit. 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.

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 1.30% annually (the B Series Insurance Charge is a constant 1.30%).

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 or short sale expenses
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, L Series, and C 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 80 for the X Series and age 85 for
the B Series, L Series, and C 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. In addition, the broker-dealer firm
through which you are purchasing an Annuity may impose a younger maximum issue
age than what is described above - check with the broker-dealer firm for
details.

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 and 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, but would do so only on a
non-discriminatory basis. 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.

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
1 through 4, the credit percentage will equal 6%, 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 3% during Annuity Years 1-4. With respect to
Purchase Payments received on the fourth anniversary of the Issue Date and
thereafter, regardless of the Owner or Annuitant's age, the credit percentage
will be 0%.

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

1 through 4 after the Issue Date, the Purchase Credit percentage will equal 9%,
so long as the oldest Owner (or Annuitant, if entity-owned) 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 Purchase Credit percentage will equal 4.5% during years 1-4 after the
Issue Date. With respect to Purchase Payments received after the fourth Annuity
Year, regardless of the Owner's/Annuitant's age, the Purchase Credit percentage
will be 0%. With regard to the 9% Purchase Credit, if recapture of the Purchase
Credit is triggered, we will recapture only an amount equal to 6.5% of the
Purchase Payment to which the 9% Purchase Credit related.

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 6.0% Purchase Credit to your Purchase Payment and allocate the
amount of the Purchase Credit ($27,000 = $450,000 * .06) 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 received in Good Order at our
Service Office; and

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

Except as disclosed above regarding the 9% 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 have applied
for an order of exemption from the SEC that, if granted, will allow us to
recapture Purchase Credits under the circumstances indicated above. Upon
receiving that order, we will recapture Purchase Credits as indicated above.
Until we receive that order, we will recapture Purchase Credits only if the
Annuity is returned during the free look period (although we will reduce the
amount we recapture in that scenario by any charges and negative investment
performance applicable to the Purchase Credit(s)).

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.

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.

.. 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.

.. 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 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.
However, where we are required by applicable law to return Purchase Payments, we
will return the greater of Account Value and Purchase Payments. 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."

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, which will be effective upon receipt 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. As of the Valuation Day we receive 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.

In general, you may change the Owner, Annuitant, and Beneficiary designations as
indicated above, and also may assign the Annuity. However, 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 established to hold retirement
assets for the benefit of the natural person Annuitant pursuant to the
provisions of Section 408(a) of the Internal Revenue Code (or any successor Code
section thereto) ("Custodial Account").

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.

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.
The 6 or 12 Month DCA Program may not be available in all states or with certain
benefits or programs.

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.

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 (in which case we continue to credit interest under the
program); 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 6 or 12 Month DCA Program to
the Sub-accounts that you specified upon your election of the 6 or 12
Month DCA 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 pre-determined
mathematical 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. 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. Such
withdrawals will be assessed any applicable MVA.

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.

If you are participating in an optional living benefit (such as Highest Daily
Lifetime 6 Plus) that makes transfers under a pre-determined mathematical
formula, and you have opted for automatic rebalancing, you should be aware that:
(a) the AST bond portfolio used as part of the pre-determined mathematical
formula will not be included as part of automatic rebalancing and (b) the
operation of the formula may result in the rebalancing not conforming precisely
to the percentage allocations that you specified originally as part of your
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.PrudentialAnnuities.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. 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 auto-rebalancing or under a
pre-determined mathematical formula used with an optional living benefit;
(ii) do not count any transfer that solely involves the AST Money Market
Portfolio and an MVA Option; 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 transfers on a delayed basis for all
Annuities. That is, we may price a transfer involving the Sub-accounts on
the Valuation Day subsequent to the Valuation Day on which the transfer
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.

If you participate in any Lifetime Guaranteed Minimum Withdrawal Benefit, and
you take an excess withdrawal that brings your Unadjusted Account Value to zero,
both the benefit and the Annuity itself will terminate.

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. There
is no CDSC with respect to the C Series. A CDSC may apply to the X Series, B
Series, and L Series, but each Annuity offers a "Free Withdrawal" amount that
applies only to partial withdrawals. 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. With respect to the C Series, because any
withdrawal is free of a CDSC, the concept of "free withdrawal" is not
applicable.

. 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, negative MVA, or tax withholding. If you request a net withdrawal, any
applicable CDSC amount will be based on the total amount deducted from your
Account Value. 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 OF 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 "EXCESS INCOME" - THEREBY
REDUCING YOUR ANNUAL INCOME AMOUNT (OR LIA AMOUNT) FOR FUTURE YEARS. FOR
EXAMPLE, IF THE ANNUAL INCOME AMOUNT UNDER HIGHEST DAILY LIFETIME 6 PLUS WERE
$2000 AND A $2500 WITHDRAWAL THAT QUALIFIED AS A FREE WITHDRAWAL WERE MADE, THE
WITHDRAWAL WOULD BE DEEMED EXCESS INCOME, IN THE AMOUNT OF $500.

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 any applicable 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 pay
out your withdrawal (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). Please note that if you are participating in
certain optional living benefits (e.g., Highest Daily Lifetime 6 Plus),
systematic withdrawals must be taken pro rata.

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 under Sections
72(t)/72(q) may be subject to a CDSC (except that no CDSC applies to the C
Series) and/or an MVA. 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 December 28 or on the last Valuation Day prior
to December 28th 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) or an MVA 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) or an MVA 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 a living 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 December 28 or on the last Valuation Day
prior to December 28th of that year.

No withdrawal taken as a Required Minimum Distribution for your Annuity under a
program that we administer is subject to an MVA.

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 X
Series, B 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. This CDSC waiver is
not applicable to the C Series.

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 a 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 and/or our
affiliates have issued to you exceeds a maximum amount that we may specify, we
reserve the right to treat the amount exceeding that maximum as not an eligible
medically-related 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 annuity payments 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).

month next 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 (except as otherwise specified by applicable law).. 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 Annuity Date.

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
(except as otherwise specified by applicable law)..

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

At the Annuity Date, we may make available other annuity options not described
above. The additional options we currently offer are:

. Life Annuity Option. We currently make available an annuity option
that makes payments for the life of the Annuitant. Under that 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.

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.

. Joint Life 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
current rules, and thereafter during the joint lifetime of two
Annuitants, ceasing with the last payment prior to the survivor's
death. Should the two Annuitants die before the end of the period
certain, the remaining period certain payments are paid to the named
Beneficiary, or to your estate if no Beneficiary is named, until the
end of the period certain. If the Annuitants' joint life expectancy is
less than the period certain, we will institute a shorter period
certain, determined according to applicable IRS tables.

We reserve the right to cease offering those life-only annuity options. If
we cease offering any "Other Annuity Option", we will amend this prospectus
to reflect the change.

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 and no earlier than the earliest
permissible Annuity Date. 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).

LIVING BENEFITS

Pruco Life offers different optional living 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 living 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 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 (HD6 Plus)

.. Highest Daily Lifetime 6 Plus Income Benefit with Lifetime Income
Accelerator (HD6 Plus with LIA)

.. Spousal Highest Daily Lifetime 6 Plus Income Benefit (SHD6 Plus)

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

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

Each living benefit requires your participation in a pre-determined mathematical
formula that may transfer your account value between the Sub-accounts you have
chosen and certain bond portfolio Sub-accounts of AST. HD 6 Plus, HD 6 Plus with
LIA and SHD6 Plus use one such formula,and GRO Plus II and HD Gro II use a
different formula. The two formulas differ because of the nature of the
underlying guarantees, and thus could result in different transfers of account
value over time. Neither formula is investment advice.

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. HD6 Plus
is one example of this type of benefit.

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. HD
GRO II is one example of this type of benefit.

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(sm) 6 Plus Income Benefit (HD 6 Plus)(sm) 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 a
withdrawal of excess income that brings your Unadjusted Account Value to zero,
your Annual Income Amount also would fall to zero, and the benefit and the
Annuity then would terminate. In that scenario, no further amount would be
payable under the Highest Daily Lifetime 6 Plus benefit. As to the impact of
such a scenario on any other optional benefit you may have, please see the
applicable section in this prospectus.

You may also participate in the 6 or 12 Month DCA Program if you elect 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 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.

AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A WITHDRAWAL THAT IS SUBJECT
TO A CDSC AND/OR MVA, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT ONLY
THE AMOUNT YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR
MVA, TO DETERMINE WHETHER YOUR WITHDRAWAL HAS EXCEEDED THE ANNUAL INCOME
AMOUNT. WHEN YOU TAKE A WITHDRAWAL, YOU MAY REQUEST A "GROSS" WITHDRAWAL
AMOUNT (E.G., $2000) BUT THEN HAVE ANY CDSC AND/OR MVA DEDUCTED FROM THE
AMOUNT YOU ACTUALLY RECEIVE (THUS THE AMOUNT YOU ACTUALLY RECEIVE (E.G.,
$1800) MAY BE LESS THAN THE AMOUNT YOU DESIGNATED (E.G., $2000). THE
PORTION OF SUCH A WITHDRAWAL THAT EXCEEDED YOUR ANNUAL INCOME AMOUNT (IF
ANY) WOULD BE TREATED AS EXCESS INCOME AND THUS WOULD REDUCE YOUR ANNUAL
INCOME AMOUNT IN SUBSEQUENT YEARS. ALTERNATIVELY, YOU MAY REQUEST A "NET"
WITHDRAWAL AMOUNT ACTUALLY BE PAID TO YOU (E.G., $2000), WITH THE
UNDERSTANDING THAT ANY CDSC AND/OR MVA (E.G., $240) BE DEDUCTED FROM YOUR
REMAINING UNADJUSTED ACCOUNT VALUE. IN THE LATTER SCENARIO, WE DETERMINE
WHETHER ANY PORTION OF THE WITHDRAWAL IS TO BE TREATED AS EXCESS INCOME BY
LOOKING TO THE SUM OF THE NET AMOUNT YOU ACTUALLY RECEIVE (E.G., $2000) AND
THE AMOUNT OF ANY CDSC AND/OR MVA (IN THIS EXAMPLE, A TOTAL OF $2240). THE
AMOUNT OF THAT SUM (E.G., THE $2000 YOU RECEIVED PLUS THE $240 FOR THE CDSC
AND/OR MVA) THAT EXCEEDS YOUR ANNUAL INCOME AMOUNT WILL BE TREATED AS
EXCESS INCOME - THEREBY REDUCING YOUR ANNUAL INCOME AMOUNT IN SUBSEQUENT
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. We
will not automatically increase your Annual Income Amount solely as a result of
your attaining a new age that is associated with a new age-based percentage. 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. Any such increased
charge will not be greater than the maximum charge set forth in the table
entitled "Your Optional Benefit Fees and Charges."

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

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:

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 26
value is being adjusted for excess withdrawals as the October 28 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 26, 2011 $119,000.00 $119,000.00 $5,950.00
October 27, 2011 $113,000.00 $113,986.95 $5,699.35
October 28, 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 26, 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 26 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 28. At this time, we compare this amount to
5% of the Unadjusted Account Value on October 28. 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.

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 Unadjusted 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 3, 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 3, 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 ....................................... $ 15,000
Divided by 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 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 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 single designated life. After the
Unadjusted 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 UNADJUSTED
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 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
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
period certain 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 under the Highest Daily Lifetime 6 Plus benefit are subject to
all of the terms and conditions of the Annuity, including any applicable
CDSC. 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 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 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 DCA 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.

.. 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 (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 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.

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.

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 C (and is described below).

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 DCA 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 DCA 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 DCA 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 DCA 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 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.

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.

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 WITH
LIA)

We offer another version of Highest Daily Lifetime 6 Plus that we call Highest
Daily Lifetime 6 Plus with Lifetime Income Accelerator(sm) (HD6 Plus with
LIA(sm)). 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.

AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A WITHDRAWAL THAT IS SUBJECT TO A
CDSC AND/OR MVA, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT ONLY THE AMOUNT
YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR MVA, TO DETERMINE
WHETHER YOUR WITHDRAWAL HAS EXCEEDED THE LIA AMOUNT. WHEN YOU TAKE A WITHDRAWAL,
YOU MAY REQUEST A "GROSS" WITHDRAWAL AMOUNT (E.G., $2000) BUT THEN HAVE ANY CDSC
AND/OR MVA DEDUCTED FROM THE AMOUNT YOU ACTUALLY RECEIVE (THUS THE AMOUNT YOU
ACTUALLY RECEIVE (E.G., $1800) MAY BE LESS THAN THE AMOUNT YOU DESIGNATED (E.G.,
$2000). THE PORTION OF SUCH A WITHDRAWAL THAT EXCEEDED YOUR LIA AMOUNT (IF ANY)
WOULD BE TREATED AS AN EXCESS WITHDRAWAL AND THUS WOULD REDUCE YOUR LIA AMOUNT
IN SUBSEQUENT YEARS. ALTERNATIVELY, YOU MAY REQUEST THAT A "NET" WITHDRAWAL
AMOUNT ACTUALLY BE PAID TO YOU (E.G., $2000), WITH THE UNDERSTANDING THAT ANY
CDSC AND/OR MVA (E.G., $240) BE DEDUCTED FROM YOUR REMAINING UNADJUSTED ACCOUNT
VALUE. IN THE LATTER SCENARIO, WE DETERMINE WHETHER ANY PORTION OF THE
WITHDRAWAL IS TO BE TREATED AS AN EXCESS WITHDRAWAL BY LOOKING TO THE SUM OF THE
NET AMOUNT YOU ACTUALLY RECEIVE (E.G., $2000) AND THE AMOUNT OF ANY CDSC AND/OR
MVA (IN THIS EXAMPLE, A TOTAL OF $2240). THE AMOUNT OF THAT SUM (E.G., THE $2000
YOU RECEIVED PLUS THE $240 FOR THE CDSC AND/OR MVA) THAT EXCEEDS YOUR LIA AMOUNT
WILL BE TREATED AS AN EXCESS WITHDRAWAL - THEREBY REDUCING YOUR LIA AMOUNT IN
SUBSEQUENT 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. 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 LIA AMOUNT IN SUBSEQUENT ANNUITY YEARS UNTIL THE DEATH OF THE
DESIGNATED LIFE.

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 OF 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 6 PLUS INCOME BENEFIT (SHD6 PLUS)

Spousal Highest Daily Lifetime/sm/ 6 Plus Income Benefit (SHD6 Plus/sm/) 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 pre-determined 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 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 a
withdrawal of Excess Income that brings your Unadjusted Account Value to zero,
your Annual Income Amount also would fall to zero, and the benefit and the
Annuity then would terminate. In that scenario, no further amount would be
payable under the Spousal Highest Daily Lifetime 6 Plus benefit. As to the
impact of such a scenario on any other optional benefit you may have, please see
the applicable section in this prospectus.

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.

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:

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) 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 (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 Unadjusted 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 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.

AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A WITHDRAWAL THAT IS SUBJECT
TO A CDSC AND/OR MVA, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT ONLY
THE AMOUNT YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR
MVA, TO DETERMINE WHETHER YOUR WITHDRAWAL HAS EXCEEDED THE ANNUAL INCOME
AMOUNT. WHEN YOU TAKE A WITHDRAWAL, YOU MAY REQUEST A "GROSS" WITHDRAWAL
AMOUNT (E.G., $2000) BUT THEN HAVE ANY CDSC AND/OR MVA DEDUCTED FROM THE
AMOUNT YOU ACTUALLY RECEIVE (THUS THE AMOUNT YOU ACTUALLY RECEIVE (E.G.,
$1800) MAY BE LESS THAN THE AMOUNT YOU DESIGNATED (E.G., $2000). THE
PORTION OF SUCH A WITHDRAWAL THAT EXCEEDED YOUR ANNUAL INCOME AMOUNT (IF
ANY) WOULD BE TREATED AS EXCESS INCOME AND THUS WOULD REDUCE YOUR ANNUAL
INCOME AMOUNT IN SUBSEQUENT YEARS. ALTERNATIVELY, YOU MAY REQUEST THAT A
"NET" WITHDRAWAL AMOUNT ACTUALLY BE PAID TO YOU (E.G., $2000), WITH THE
UNDERSTANDING THAT ANY CDSC AND/OR MVA (E.G., $240) BE DEDUCTED FROM YOUR
REMAINING UNADJUSTED ACCOUNT VALUE. IN THE LATTER SCENARIO, WE DETERMINE
WHETHER ANY PORTION OF THE WITHDRAWAL IS TO BE TREATED AS EXCESS INCOME BY
LOOKING TO THE SUM OF THE NET AMOUNT YOU ACTUALLY RECEIVE (E.G., $2000) AND
THE AMOUNT OF ANY CDSC AND/OR MVA (IN THIS EXAMPLE, A TOTAL OF $2240). THE
AMOUNT OF THAT SUM (E.G., THE $2000 YOU RECEIVED PLUS THE $240 FOR THE CDSC
AND/OR MVA) THAT EXCEEDS YOUR ANNUAL INCOME AMOUNT WILL BE TREATED AS
EXCESS INCOME - THEREBY REDUCING YOUR ANNUAL INCOME AMOUNT IN SUBSEQUENT
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).

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. We will not
automatically increase your Annual Income Amount solely as a result of your
attaining a new age that is associated with a new age-based percentage. 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. Any such
increased charge will not be greater than the maximum charge set forth in
the table entitled "Your Optional Benefit Fees and Charges".

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 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
carryover 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
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 ............................................................. $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

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 26 value is
being adjusted for excess withdrawals as the October 28 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 26 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.

.. The adjusted Annual Income Amount is carried forward to the next Valuation
Date of October 28. At this time, we compare this amount to 5% of the
Unadjusted Account Value on October 28. 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 CDSC and 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)

. 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 3, 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 3, 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

. 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 Unadjusted 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. 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.

.. 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 DCA 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.

.. 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.

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

. 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.

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 the death of the second 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, 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.

HOW SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS TRANSFERS UNADJUSTED 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 PLUS II (GRO PLUS II)

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

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 3, 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

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 ................................................ $ 50,000
.. Divided by Unadjusted 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) (see below for
information pertaining to 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.

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 17, 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 18, 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 17,
2011.

. On March 18, 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
within the Permitted Sub-accounts. 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.
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 GUARANTEED RETURN OPTION II (HD GROII)

Highest Daily(sm) Guaranteed Return Option(sm) (HD GRO(sm) 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 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 6, 2011, we would create a guarantee
on January 6 of each subsequent year. For example, we would create a
guarantee on January 6, 2015 based on the highest Unadjusted Account Value
occurring between January 6, 2011 and January 6, 2015, and that guarantee
would mature on January 6, 2025. 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 4,
2011, and there was an initial guaranteed amount that was set at $100,000
maturing January 4, 2021, and a second guaranteed amount that was set at
$120,000 maturing January 4, 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

Assume the following:

.. 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):

.. Withdrawal Amount ................................................ $ 50,000
.. Divided by Unadjusted Account Value before withdrawal ............ $380,000
.. Equals ratio ..................................................... 13.16%
.. All guarantees will be reduced by the above ratio (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 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.

MINIMUM DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT

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).

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.

Exceptions to Amount of Death Benefit

There are certain exceptions to the amount of the Death Benefit:

Submission of Due Proof of Death within one year. 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.

Death Benefit Suspension Period. You also should be aware that there is 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.

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). Please note that we will not recapture
Purchase Credits until such time as we receive an order of exemption
from the SEC allowing such recapture.

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 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. Please note that we will not recapture Purchase Credits until such
time as we receive an order of exemption from the SEC allowing such recapture.

If the Owner dies ON OR AFTER the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. 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.

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.

.. 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.

.. 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

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 in Good Order before the close of the NYSE 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.

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.

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.

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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).

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. 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.

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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).

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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.

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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.

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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

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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 31 st 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 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 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

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.. 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.

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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

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insurance holding company. No company other than Pruco Life has any legal
responsibility to pay amounts that it owes under its annuity contracts. Among
other things, this means that where you participate in an optional living
benefit or death benefit and the value of that benefit (e.g., the Protected
Withdrawal Value, for Highest Daily Lifetime 6 Plus) exceeds your current
Account Value, you would rely solely on the ability of Pruco Life to make
payments under the benefit out of its own assets. As Pruco Life's
ultimate parent, Prudential Financial, however,exercises significant influence
over the operations and capital structure of Pruco Life.

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
202-551-8090. 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, 2009, 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, ExlService Holdings, Inc., ("EXL"), a Delaware corporation, having its
office at 350 Park Avenue, 10th Floor, New York, NY 10022. 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,

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gains, or losses of Pruco Life. The obligations under the Annuities are those of
Pruco Life, which is the issuer of the Annuities and the depositor of the
Separate Account. More detailed information about Pruco Life, including its
audited consolidated financial statements, is provided in the Statement of
Additional Information.

We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts
at our sole discretion. We may also close Sub-accounts to additional Purchase
Payments on existing Annuities or close Sub-accounts for Annuities purchased on
or after specified dates. We will first notify you and receive any necessary SEC
and/or state approval before making such a change. If an underlying mutual fund
is liquidated, we will ask you to reallocate any amount in the liquidated fund.
If you do not reallocate these amounts, we will reallocate such amounts only in
accordance with 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 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 0.35%
of the average assets allocated to the Portfolio(s) under the Annuity. We expect
to make a profit on these fees.

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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 2009, with regard to amounts that were paid under these kinds of
arrangements described immediately above, the amounts ranged from approximately
$500 to approximately $840,562. 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. We will also "mirror vote" shares
that are owned directly by us or an affiliate (excluding shares held in the
separate account of an affiliated insurer). 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

112

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.prudentialannuities.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.

Under the distribution agreement, commissions are paid to firms on sales of the
Annuity according to one or more schedules. The registered representative will
receive all or 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 6.0% for the X Series, 7.0% for the B Series
5.50% for the L Series and 2.0% for the C Series. Alternative compensation
schedules are available that generally provide a lower initial commission plus
ongoing quarterly compensation based on all or a portion of Unadjusted 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.

113

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, 2009) received payment
with respect to our annuity business generally during 2009 (or as to which a
payment amount was accrued during 2009). 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 request. During 2009, the least amount
paid, and greatest amount paid, were $55 and $2,282,252, respectively. 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. In addition, such other selling firms may, on a going forward basis,
receive substantial compensation that is not reflected in this 2009
retrospective depiction.

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.

114

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 request.

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.

115

developed in consultation with and acceptable to the Staff on December 22, 2009
and is currently under review by the staff of the SEC. As part of these
settlements, ASISI has undertaken and has completed in 2009 a compliance review
by an independent third party. They issued and submitted a report of their
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.prudentialannuities.com.

You can obtain account information by calling our automated response system and
at www.prudentialannuities.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.prudentialannuities.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.

116

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.

117

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 may provide

.. 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
Annuity 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, 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.

Pruco Life Product Comparison

Below is a summary of Pruco Life's annuity products sold through this
prospectus. X share refers to Prudential Premier Retirement Variable Annuity X
Series, B share refers to Prudential Premier Retirement Variable Annuity B
Series, L share refers to Prudential Premier Retirement Variable Annuity L
Series, and C share refers to Prudential Premier Retirement Variable Annuity C
Series. Your registered Financial Professional can provide you with the
prospectus for the underlying portfolios and can guide you through Selecting the
Annuity That's Right For You and help you decide upon the Annuity that would be
most advantageous for you given your individual needs. Please read the
prospectus carefully before investing. Pruco Life Insurance Company does not
make recommendations or provide investment advice. Please note that X Series
Annuities sold in Connecticut have a different CDSC schedule - see "Summary of
Contract Fees and Charges."

B-1

ANNUITY COMPARISON X SERIES B SERIES L SERIES C SERIES
----------------------- --------------------- ----------------------- ------------------------ -----------------------

Minimum Investment $10,000 $1,000 $10,000
----------------------------------------------------------------------------------------------------------------------
Maximum Issue Age 80 85
----------------------------------------------------------------------------------------------------------------------
Contingent Deferred 9 Years 7 Years 4 Years N/A
Sales Charge Schedule
(Based on date of (9%, 9%, 9%, 9%, (7%, 7%, 6%, 6%, 5%, (7%, 7%, 6%, 5%)
each purchase payment) 8%, 8%, 8%, 5%, 5%, 5%)
2.5%)
----------------------------------------------------------------------------------------------------------------------
Total Insurance 1.85% 1.30% 1.70% 1.75%
Charge
(during first 9
Annuity Years)
----------------------------------------------------------------------------------------------------------------------
Total Insurance 1.30%
Charge
(after 9th Annuity
Year)
----------------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee Lesser of:
. $50 , or
. 2% of unadjusted Account Value
. Waived for Premiums => $100k

----------------------------------------------------------------------------------------------------------------------
Purchase Credit Yes, based on No
purchase payments
. Yrs 1-4:
6% (3% age 82+)
. Yrs 5+: N/A
Recaptured in
certain
circumstances
----------------------------------------------------------------------------------------------------------------------
MVA Options 6 and 12 month
DCA MVA options; 3-, 5-, 7-
& 10-yr 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 . Purchase payments minus proportional withdrawals, and
payments minus
proportional . Unadjusted Account Value
withdrawals, and

. Unadjusted
Account Value,

Less any Purchase
Credits recaptured
in certain
circumstances
----------------------------------------------------------------------------------------------------------------------
Optional Death HAV
Benefits Combo 5% Roll-up & HAV
(for an additional
cost)
----------------------------------------------------------------------------------------------------------------------
Optional Living HD6 Plus;
Benefits HD6 Plus w/ LIA;
(for an additional Spousal HD6 Plus;
cost) HD GRO II;
GRO Plus II
----------------------------------------------------------------------------------------------------------------------

B-2

HYPOTHETICAL ILLUSTRATION

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.

B-3

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: -- 1.12% (for B
Series) 1.12% (X Series) 1.12% (for L Series) and 1.12% (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
portfolio management fees, 12b-1 fees and other expenses of all the underlying
portfolios and then dividing by the number of 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 Contract Value and Surrender Value are further reduced by the Annual
Maintenance Fee, if applicable. For X-Series, the Contract Value and Surrender
Value also reflect the addition of any applicable Purchase Credits.

The Contract 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).

If, for an additional fee, you elect an optional living benefit that has a
Protected Withdrawal Value (PWV), the expenses will be higher and the values
will differ from those shown in the charts below. Similar to contract and
surrender values, the PWV will differ by share class. Typically, the share
class with the higher contract value will translate into the relatively higher
PWV unless the net rate of return is below the roll-up rate of 6% where the PWV
of the C, L and B would all grow equally by the guaranteed amount. The X
Series, because of the impact of the Purchase Credit applied into the contract
value will yield the relatively highest PWV in all scenarios. If the 10 and 20
year minimum guarantees increase the PWV, the PWV of C, L, and B would all be
equal at that time. The X Series would yield the highest PWV with the 10 and 20
year minimum guarantees due to the impact of the Purchase Credit.

0% GROSS RATE OF RETURN

X SHARE B SHARE L SHARE C SHARE
---------------------------- ---------------------------- ---------------------------- ----------------------------
NET RATE OF RETURN NET RATE OF RETURN NET RATE OF RETURN
YRS 1-10 -2.95% NET RATE OF RETURN YRS 1-10 -2.80% YRS 1-10 -2.85%
YRS 10+ -2.41% ALL YEARS -2.41% YRS 10+ -2.41% YRS 10+ -2.41%
------------------ --------- ------------------ --------- ------------------ --------- ------------------ ---------
Contract Surrender Contract Surrender Contract Surrender Contract Surrender
Annuity Year Value Value Value Value Value Value Value Value
------------ ------------------ --------- ------------------ --------- ------------------ --------- ------------------ ---------

1 $102,882 $93,882 $97,601 $90,601 $97,207 $90,207 $97,157 $97,157
2 99,848 90,848 95,253 88,253 94,484 87,484 94,388 94,388
3 96,903 87,903 92,962 86,962 91,837 85,837 91,697 91,697
4 94,045 85,045 90,726 84,726 89,265 84,265 89,084 89,084
5 91,272 83,272 88,544 83,544 86,765 86,765 86,545 86,545
6 88,580 80,580 86,414 81,414 84,335 84,335 84,078 84,078
7 85,967 77,967 84,335 79,335 81,972 81,972 81,681 81,681
8 83,432 78,432 82,306 82,306 79,676 79,676 79,353 79,353
9 80,971 78,471 80,327 80,327 77,445 77,445 77,091 77,091
10 78,583 78,583 78,394 78,394 75,275 75,275 74,894 74,894
11 76,692 76,692 76,509 76,509 73,464 73,464 73,091 73,091
12 74,847 74,847 74,668 74,668 71,697 71,697 71,333 71,333
13 73,046 73,046 72,872 72,872 69,972 69,972 69,617 69,617
14 71,289 71,289 71,119 71,119 68,289 68,289 67,943 67,943
15 69,575 69,575 69,409 69,409 66,646 66,646 66,308 66,308
16 67,901 67,901 67,739 67,739 65,043 65,043 64,713 64,713
17 66,268 66,268 66,110 66,110 63,479 63,479 63,157 63,157
18 64,674 64,674 64,519 64,519 61,952 61,952 61,637 61,637
19 63,118 63,118 62,967 62,967 60,462 60,462 60,155 60,155
20 61,600 61,600 61,453 61,453 59,007 59,007 58,708 58,708
21 60,118 60,118 59,975 59,975 57,588 57,588 57,296 57,296
22 58,672 58,672 58,532 58,532 56,203 56,203 55,917 55,917

B-4

23 57,261 57,261 57,124 57,124 54,851 54,851 54,572 54,572
24 55,883 55,883 55,750 55,750 53,531 53,531 53,260 53,260
25 54,539 54,539 54,409 54,409 52,244 52,244 51,978 51,978

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = 1.12%

c. No optional death benefits or living benefits elected

d. Annuity was issued on or after March 15, 2010

e. Surrender value assumes surrender 2 days before Annuity anniversary

The shaded values indicate the highest Surrender Values in that year based on
the stated assumptions. Assuming a 0% gross annual return, the C-Series has the
highest Surrender Value in the first four Annuity Years, the L-Series has the
highest Surrender Value in Annuity Years five, six, and seven, the B-Series has
the highest Surrender Value in Annuity Years eight and nine, and the X-Series
has the highest Surrender Value from the tenth Annuity Year on.

For X Series contracts issued in the state of Connecticut:

Due to the state-specific CDSC schedule for X Series contracts issued in
Connecticut, the Surrender Values shown above may differ. However, these
variances do not impact the years in which the X Series has the highest
Surrender Value when compared to the B Series, L Series, and C Series.

6% GROSS RATE OF RETURN

X SHARE B SHARE L SHARE C SHARE
---------------------------- ---------------------------- ---------------------------- ----------------------------
NET RATE OF RETURN NET RATE OF RETURN NET RATE OF RETURN
YRS 1-10 2.87% NET RATE OF RETURN YRS 1-10 3.03% YRS 1-10 2.98%
YRS 10+ 3.45% ALL YEARS 3.45% YRS 10+ 3.45% YRS 10+ 3.45%
------------------ --------- ------------------ --------- ------------------ --------- ------------------ ---------
Contract Surrender Contract Surrender Contract Surrender Contract Surrender
Annuity Year Value Value Value Value Value Value Value Value
------------ ------------------ --------- ------------------ --------- ------------------ --------- ------------------ ---------

1 $109,038 $100,038 $103,441 $ 96,441 $103,023 $ 96,023 $102,970 $102,970
2 112,171 103,171 107,010 100,010 106,145 99,145 106,037 106,037
3 115,395 106,395 110,702 104,702 109,362 103,362 109,196 109,196
4 118,711 109,711 114,521 108,521 112,677 107,677 112,448 112,448
5 122,122 114,122 118,472 113,472 116,092 116,092 115,798 115,798
6 125,632 117,632 122,560 117,560 119,611 119,611 119,247 119,247
7 129,242 121,242 126,789 121,789 123,237 123,237 122,799 122,799
8 132,956 127,956 131,163 131,163 126,972 126,972 126,456 126,456
9 136,777 134,277 135,688 135,688 130,820 130,820 130,223 130,223
10 140,708 140,708 140,370 140,370 134,785 134,785 134,102 134,102
11 145,560 145,560 145,213 145,213 139,434 139,434 138,727 138,727
12 150,583 150,583 150,223 150,223 144,245 144,245 143,513 143,513
13 155,778 155,778 155,406 155,406 149,222 149,222 148,465 148,465
14 161,153 161,153 160,768 160,768 154,370 154,370 153,587 153,587
15 166,713 166,713 166,315 166,315 159,697 159,697 158,886 158,886
16 172,465 172,465 172,053 172,053 165,206 165,206 164,368 164,368
17 178,415 178,415 177,990 177,990 170,906 170,906 170,039 170,039
18 184,571 184,571 184,131 184,131 176,803 176,803 175,906 175,906
19 190,939 190,939 190,484 190,484 182,903 182,903 181,975 181,975
20 197,527 197,527 197,056 197,056 189,214 189,214 188,254 188,254
21 204,342 204,342 203,855 203,855 195,742 195,742 194,749 194,749
22 211,392 211,392 210,888 210,888 202,496 202,496 201,468 201,468
23 218,686 218,686 218,164 218,164 209,482 209,482 208,419 208,419
24 226,231 226,231 225,691 225,691 216,710 216,710 215,610 215,610
25 234,037 234,037 233,478 233,478 224,187 224,187 223,049 223,049

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = 1.12%

c. No optional death benefits or living benefits elected

d. Annuity was issued on or after March 15, 2010

B-5

e. Surrender value assumes surrender 2 days before Annuity anniversary

The shaded values indicate the highest Surrender Values in that year based on
the stated assumptions. Assuming a 6% gross annual return, the C-Series has the
highest Surrender Value in the first four Annuity Years, the L-Series has the
highest Surrender Value in Annuity Years five, six, and seven, the B-Series has
the highest Surrender Value in Annuity Years eight and nine, and the X-Series
has the highest Surrender Value from the tenth Annuity Year on.

For X Series contracts issued in the state of Connecticut:

Due to the state-specific CDSC schedule for X Series contracts issued in
Connecticut, the Surrender Values shown above may differ. The C-Series has the
highest Surrender Value in the first four Annuity Years, the L-Series has the
highest Surrender Value in Annuity Years five and six, the B-Series has the
highest Surrender Value in Annuity Years eight and nine, and the X-Series has
the highest Surrender Value in Annuity Year seven and from the tenth Annuity
Year on.

10% GROSS RATE OF RETURN

X SHARE B SHARE L SHARE C SHARE
---------------------------- ---------------------------- ---------------------------- ----------------------------
NET RATE OF RETURN NET RATE OF RETURN NET RATE OF RETURN
YRS 1-10 6.76% NET RATE OF RETURN YRS 1-10 6.92% YRS 1-10 6.86%
YRS 10+ 7.35% ALL YEARS 7.35% YRS 10+ 7.35% YRS 10+ 7.35%
------------------ --------- ------------------ --------- ------------------ --------- ------------------ ---------
Contract Surrender Contract Surrender Contract Surrender Contract Surrender
Annuity Year Value Value Value Value Value Value Value Value
------------ ------------------ --------- ------------------ --------- ------------------ --------- ------------------ ---------

1 $113,141 $104,141 $107,333 $100,333 $106,899 $ 99,899 $106,845 $106,845
2 120,784 111,784 115,226 108,226 114,296 107,296 114,180 114,180
3 128,944 119,944 123,700 117,700 122,204 116,204 122,017 122,017
4 137,656 128,656 132,797 126,797 130,659 125,659 130,393 130,393
5 146,955 138,955 142,563 137,563 139,699 139,699 139,344 139,344
6 156,883 148,883 153,047 148,047 149,365 149,365 148,910 148,910
7 167,482 159,482 164,302 159,302 159,699 159,699 159,132 159,132
8 178,797 173,797 176,385 176,385 170,749 170,749 170,055 170,055
9 190,876 188,376 189,357 189,357 182,563 182,563 181,729 181,729
10 203,771 203,771 203,282 203,282 195,194 195,194 194,204 194,204
11 218,753 218,753 218,231 218,231 209,547 209,547 208,483 208,483
12 234,840 234,840 234,280 234,280 224,957 224,957 223,815 223,815
13 252,110 252,110 251,509 251,509 241,500 241,500 240,274 240,274
14 270,651 270,651 270,005 270,005 259,260 259,260 257,944 257,944
15 290,554 290,554 289,861 289,861 278,326 278,326 276,913 276,913
16 311,922 311,922 311,178 311,178 298,794 298,794 297,278 297,278
17 334,861 334,861 334,062 334,062 320,767 320,767 319,140 319,140
18 359,486 359,486 358,629 358,629 344,357 344,357 342,609 342,609
19 385,923 385,923 385,002 385,002 369,681 369,681 367,805 367,805
20 414,304 414,304 413,315 413,315 396,867 396,867 394,853 394,853
21 444,772 444,772 443,711 443,711 426,053 426,053 423,891 423,891
22 477,480 477,480 476,341 476,341 457,385 457,385 455,064 455,064
23 512,594 512,594 511,371 511,371 491,021 491,021 488,529 488,529
24 550,291 550,291 548,978 548,978 527,131 527,131 524,456 524,456
25 590,759 590,759 589,350 589,350 565,896 565,896 563,024 563,024

Assumptions:

a. $100,000 initial investment

b. Fund Expenses = 1.12%

c. No optional death benefits or living benefits elected

d. Annuity was issued on or after March 15, 2010

e. Surrender value assumes surrender 2 days before policy anniversary

The shaded values indicate the highest Surrender Values in that year based on
the stated assumptions. Assuming a 10% gross annual return, the C-Series has the
highest Surrender Value in the first four Annuity Years, the L-Series has the
highest Surrender Value in Annuity Years five, six, and seven, the B-Series has
the highest Surrender Value in Annuity Years eight and nine, and the X-Series
has the highest Surrender Value from the tenth Annuity Year on.

For X Series contracts issued in the state of Connecticut:

Due to the state-specific CDSC schedule for X Series contracts issued in
Connecticut, the Surrender Values shown above may differ. The C-Series has the
highest Surrender Value in the first four Annuity Years, the L-Series has the
highest Surrender Value in Annuity year five, the B-Series has the highest
Surrender Value in Annuity Years eight and nine, and the X-Series has the
highest Surrender Value in Annuity Years six and seven as well as from the tenth
Annuity Year on.

B-6

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 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, 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:

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.

C-1

.. 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)*
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
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-2

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.

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 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

D-1

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

Certain features of your Annuity may be different than the features described
earlier in this prospectus, if your Annuity is issued in certain states
described below. Further variations may arise in connection with additional
state reviews.

Jurisdiction Special Provisions
------------- ---------------------------------------------------------------

Connecticut Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator
is not available. Different CDSC schedule for X Series. No
recapture of Purchase Credits upon death.
The CDSC Schedule for X Series Annuities in Connecticut is as
follows:
PERCENTAGE APPLIED AGAINST
PURCHASE PAYMENT BEING
AGE OF PURCHASE PAYMENT BEING WITHDRAWN WITHDRAWN
--------------------------------------------- -------------------------------

LESS THAN ONE YEAR OLD 9.0%
1 YEAR OLD OR OLDER, BUT NOT YET 2 YEARS OLD 8.50%
2 YEARS OLD OR OLDER, BUT NOT YET 3 YEARS OLD 8.0%
3 YEARS OLD OR OLDER, BUT NOT YET 4 YEARS OLD 8.0%
4 YEARS OLD OR OLDER, BUT NOT YET 5 YEARS OLD 7.50%
5 YEARS OLD OR OLDER, BUT NOT YET 6 YEARS OLD 7.50%
6 YEARS OLD OR OLDER, BUT NOT YET 7 YEARS OLD 5.50%
7 YEARS OLD OR OLDER, BUT NOT YET 8 YEARS OLD 4.0%
8 YEARS OLD OR OLDER, BUT NOT YET 9 YEARS OLD 2.5%
9 OR MORE YEARS OLD 0.0%

Hawaii Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator
is not available.
Iowa Market Value Adjustment Options are not available.
Massachusetts The annuity rates we use to calculate annuity payments are
available only on a gender-neutral basis under any Annuity
Option or any lifetime withdrawal option benefit.
Medically Related Surrenders are not available.

Montana The annuity rates we use to calculate annuity payments
are available only on a gender-neutral basis under any
Annuity Option or any lifetime withdrawal option
benefit.

Texas Beneficiary Annuities are not available.
Washington Combination 5% Roll-up and Highest Anniversary Value Death
Benefit is not available.
Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator
is not available.

E-1

APPENDIX F - MVA FORMULAS

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)/(l+j+k)]^n/12

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:

F-1

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:

[(l+i)/(l+j+k)]^n/12

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.

F-2

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

F-3

PRUCO LIFE INSURANCE COMPANY
A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777

Prudential Premier(R) Advisor(SM) Variable Annuity SERIES ("ADVISOR SERIES")

Flexible Premium Deferred Annuity

PROSPECTUS: February 10, 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 "Advisor 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 OR GO TO OUR WEBSITE AT
http://www.prudentialannuities.com

Prospectus dated: February 10, 2010 Statement of Additional Information dated:
February 10, 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 Fidelity Investments(R) Pyramis(R) Asset Allocation 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 JP Morgan International Equity Portfolio
AST J.P. Morgan Strategic Opportunities 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 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 Western Asset Core Plus Bond Portfolio

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton VIP Founding Funds Allocation Fund

ProFunds 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....................................................... 9

SUMMARY................................................................ 11

INVESTMENT OPTIONS..................................................... 14
VARIABLE INVESTMENT OPTIONS 14
LIMITATIONS WITH OPTIONAL BENEFITS..................................... 28
MARKET VALUE ADJUSTMENT OPTIONS........................................ 31
RATES FOR MVA OPTIONS.................................................. 32
MARKET VALUE ADJUSTMENT................................................ 32
MVA EXAMPLES...........................................................
LONG TERM MVA OPTIONS.................................................. 33
DCA MVA OPTIONS........................................................ 33
GUARANTEE PERIOD TERMINATION........................................... 33

FEES, CHARGES AND DEDUCTIONS........................................... 34
MVA OPTION CHARGES..................................................... 35
ANNUITY PAYMENT OPTION CHARGES......................................... 35
EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES.............................. 35

PURCHASING YOUR ANNUITY................................................ 35
REQUIREMENTS FOR PURCHASING THE ANNUITY................................ 35
DESIGNATION OF OWNER, ANNUITANT AND BENEFICIARY........................ 36
RIGHT TO CANCEL........................................................ 37
SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT....................... 38
SALARY REDUCTION PROGRAMS.............................................. 38

MANAGING YOUR ANNUITY.................................................. 38
CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS................ 38

MANAGING YOUR ACCOUNT VALUE............................................ 39
DOLLAR COST AVERAGING PROGRAMS......................................... 39
6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM (THE "6 OR 12 MONTH DCA
PROGRAM")............................................................ 39
AUTOMATIC REBALANCING PROGRAMS......................................... 40
AUTHORIZATION OF A THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT. 41
FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS.. 41
RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS................... 41

ACCESS TO ACCOUNT VALUE................................................ 43
TYPES OF DISTRIBUTIONS AVAILABLE TO YOU................................ 43
TAX IMPLICATIONS FOR DISTRIBUTIONS..................................... 43
SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD.. 43
SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL
REVENUE CODE......................................................... 44
REQUIRED MINIMUM DISTRIBUTIONS......................................... 44

SURRENDERS............................................................. 44
SURRENDER VALUE........................................................ 44

ANNUITY OPTIONS........................................................ 45
CHOOSING THE ANNUITY PAYMENT OPTION.................................... 46

LIVING BENEFITS........................................................ 46
HIGHEST DAILY LIFETIME 6(SM) PLUS INCOME BENEFIT (HD6 PLUS(SM))........ 47

HIGHEST DAILY LIFETIME 6 PLUS WITH LIFETIME INCOME ACCELERATOR(SM)
(HD6 PLUS-with LIA(SM)).............................................. 57
SPOUSAL HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (SHD6
PLUS(SM))............................................................ 61
GUARANTEED RETURN OPTION(SM) PLUS II (GRO PLUS II)(SM)................. 71
HIGHEST DAILY(SM) GUARANTEED RETURN OPTION(SM) II (HD GRO(SM) II)...... 75

MINIMUM DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS............... 78
TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT.............................. 78
MINIMUM DEATH BENEFIT.................................................. 78
OPTIONAL DEATH BENEFITS................................................ 79
PAYMENT OF DEATH BENEFITS.............................................. 82

VALUING YOUR INVESTMENT................................................ 83
VALUING THE SUB-ACCOUNTS............................................... 83
PROCESSING AND VALUING TRANSACTIONS.................................... 84

TAX CONSIDERATIONS..................................................... 83

OTHER INFORMATION...................................................... 94
PRUCO LIFE AND THE SEPARATE ACCOUNT.................................... 94
LEGAL STRUCTURE OF THE UNDERLYING FUNDS................................ 96
DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE........................ 97
FINANCIAL STATEMENTS................................................... 98
INDEMNIFICATION........................................................ 98
LEGAL PROCEEDINGS...................................................... 99
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.................... 99
HOW TO CONTACT US...................................................... 99

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

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

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

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

APPENDIX E - MVA FORMULAS..............................................

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.

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 Subaccount 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.

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 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

ADVISOR SERIES

Sales Charge: There is no contingent deferred sales charge or other sales load
applicable to the Advisor Series.

Transfer Fee: Currently, we deduct a fee of $10 after the 20/th/ 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 ADVISOR SERIES
----------------------------- -----------------------------------------------
Annual Maintenance Fee/1,3/ Lesser of $50 or 2% of Unadjusted Account Value

ANNUALIZED FEES/CHARGES ADVISOR SERIES
----------------------------- -----------------------------------------------
Mortality & Expense Risk
Charge 0.40%
Administration Charge 0.15%
Total Annualized Insurance
Charge/2,3/ 0.55%

--------
(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.

(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/1/

ANNUALIZED OPTIONAL BENEFIT
OPTIONAL BENEFIT FEE/CHARGE [1] TOTAL CHARGE
---------------- --------------------------- ------------
HIGHEST DAILY LIFETIME 6 PLUS
(assessed against greater of
Unadjusted Account
Value and PWV)
Maximum Charge/2/
1.50% 0.55%
+ 1.50%
Current Charge
0.85% 0.55%
+ 0.85%

HIGHEST DAILY LIFETIME 6 PLUS with
LIFETIME INCOME ACCELERATOR
(assessed against greater of
Unadjusted Account
Value and PWV)
Maximum Charge/2/
2.00% 0.55%
+ 2.00%
Current Charge
1.20% 0.55%
+ 1.20%

SPOUSAL HIGHEST DAILY LIFETIME 6
PLUS
(assessed against greater of
Unadjusted Account
Value and PWV)
Maximum Charge/2/
1.50% 0.55%
+ 1.50%
Current Charge
0.95% 0.55%
+ 0.95%

GUARANTEED RETURN OPTION PLUS II
(GRO PLUS II)
Charge/3/
(assessed as a percentage of the 0.60% 1.15%
average daily net
assets of the Sub-accounts)
HIGHEST DAILY GUARANTEED RETURN
OPTION II (HD GRO II)
Charge/3/
(assessed as a percentage of the 0.60% 1.15%
average daily net assets of the
Sub-accounts)
HIGHEST ANNIVERSARY VALUE DEATH
BENEFIT ("HAV")
Charge/3/
(assessed as a percentage of the 0.40% 0.95%
average daily net assets of the
Sub-accounts)
COMBINATION 5% ROLL-UP AND HAV DEATH
BENEFIT
Charge/3/
(assessed as a percentage of the 0.80% 1.35%
average daily net assets of the
Sub-accounts)
Please refer to the section of this Prospectus that describes each optional
benefit for a complete description of the benefit, including any restrictions
or limitations that may apply.

How Charge is determined

(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 Protected Withdrawal
Value (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 to the maximum charge indicated 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.

UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

AST T. Rowe Price Natural Resources Portfolio 0.90% 0.14% 0.00% 0.00% 0.00% 1.04%
AST Western Asset Core Plus Bond 0.70% 0.14% 0.00% 0.00% 0.00% 0.84%
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST/12/
Franklin Templeton VIP Founding Funds Allocation Funds (class 4) 0.00% 0.10% N/A 0.35% 0.65% 1.10%
ProFunds VP/13/
Consumer Goods 0.75% 0.92% N/A 0.25% 0.00% 1.92%
Consumer Services 0.75% 1.49% N/A 0.25% 0.00% 2.49%
Financials 0.75% 0.83% N/A 0.25% 0.00% 1.83%
Health Care Health Care 0.75% 0.74% N/A 0.25% 0.00% 1.74%
Industrials 0.75% 0.87% N/A 0.25% 0.00% 1.87%
Large-Cap Growth 0.75% 0.75% N/A 0.25% 0.00% 1.75%
Large-Cap Value 0.75% 0.80% N/A 0.25% 0.00% 1.80%
Mid-Cap Growth 0.75% 0.77% N/A 0.25% 0.00% 1.77%
Mid-Cap Value 0.75% 0.77% N/A 0.25% 0.00% 1.77%
Real Estate 0.75% 0.77% N/A 0.25% 0.00% 1.77%
Small-Cap Growth 0.75% 0.82% N/A 0.25% 0.00% 1.82%
Small-Cap Value Small-Cap Value 0.75% 0.91% N/A 0.25% 0.00% 1.91%
Telecommunications 0.75% 0.77% N/A 0.25% 0.00% 1.77%
Utilities 0.75% 0.73% N/A 0.25% 0.00% 1.73%

Footnotes appear on next page.

11 With respect to the AST QMA US EQUITY ALPHA PORTFOLIO, "Other Expenses"
includes dividend expenses on short sales and interest expenses on short
sales.

13 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:

If you surrender your Annuity, do not surrender, or annuitize at the end of the
applicable time period:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
Advisor $527 $1602 $2702 $5573
Series

SUMMARY

Prudential Premier Advisor Variable Annuity SERIES ("ADVISOR 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.

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

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

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.

Market Timing: We have market timing policies and procedures that attempt to
detect transfer activity that may adversely affect other Owners or portfolio
shareholders in situations where there is potential for pricing inefficiencies
or that involve

certain other types of disruptive trading activity (i.e., market timing). Our
market timing policies and procedures are discussed in more detail in the
section entitled "Restrictions on Transfers Between Investment Options."

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 investment
restrictions that apply if you elect certain optional benefits. Finally, we
discuss the MVA Options.

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.

You may select portfolios individually, create your own combination of
portfolios, or select from among combinations of portfolios that we have
created called "Prudential Portfolio Combinations." Under Prudential Portfolio
Combinations, each Portfolio Combination consists of several asset allocation
portfolios, each of which represents a specified percentage of your
allocations. If you elect to invest according to one of these Portfolio
Combinations, we will allocate your initial Purchase Payment among the
Sub-accounts within the Portfolio Combination according to the percentage
allocations. You may elect to allocate additional Purchase Payments according
to the composition of the Portfolio Combination, although if you do not make
such an explicit election, we will allocate additional Purchase Payments as
discussed below under "Additional Purchase Payments." Once you have selected a
Portfolio Combination, we will not rebalance your Account Value to take into
account differences in performance among the Sub-accounts. This is a static,
point of sale model allocation. Over time, the percentages in each asset
allocation portfolio may vary from the Portfolio Combination you selected when
you purchased your Annuity based on the performance of each of the portfolios
within the Portfolio Combination. However, you may elect to participate in an
automatic rebalancing program, under which we would transfer Account Value
periodically so that your Account Value allocated to the Sub-accounts is
brought back to the exact percentage allocations stipulated by the Portfolio
Combination you elected. Please see "Automatic Rebalancing Programs" below for
details about how such a program operates. If you are participating in an
optional living benefit (such as Highest Daily Lifetime 6 Plus) that makes
transfers under a pre-determined mathematical formula, and you have opted for
automatic rebalancing in addition to Prudential Portfolio Combinations, you
should be aware that: (a) the AST bond portfolio used as part of the
pre-determined mathematical formula will not be included as part of automatic
rebalancing and (b) the operation of the formula may result in the rebalancing
not conforming precisely to the percentage allocations that existed originally
as part of Prudential Portfolio Combinations.

If you are interested in a Portfolio Combination, you should work with your
Financial Professional to select the Portfolio Combination that is appropriate
for you, in light of your investment time horizon, investment goals and
expectations and market risk tolerance, and other relevant factors. In
providing these Portfolio Combinations, we are not providing investment advice.
You are responsible for determining which Portfolio Combination or
Sub-account(s) is best for you. Asset allocation does not ensure a profit or
protect against a loss.

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

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

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 Large Cap AllianceBernstein
are undervalued on the basis of investor Value L.P.
reactions to near-term 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 securities convertible into Large Cap AllianceBernstein
common stocks). The subadviser will take a Value 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 American Century
potential for current income. The subadviser Large Cap Investment
utilizes a quantitative management technique Value Management, Inc.
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.

PORTFOLIO
STYLE/ ADVISOR/
PORTFOLIO NAME/INVESTMENT OBJECTIVES & POLICIES TYPE SUB-ADVISOR
----------------------------------------------- ------------ ----------------
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 Prudential
to underlying portfolios investing primarily Investments LLC;
in equity securities (with a range of 52.5% Asset Quantitative
to 67.5%, and 40% of its net assets to Allocation Management
underlying portfolios investing primarily in Associates LLC
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. This
portfolio may have exposure to
non-investment grade bonds, which are
commonly known as "junk bonds".

AST Bond Portfolios 2017, 2018, 2019, 2020,
and 2021 : each AST Bond Portfolio 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 Prudential
liquidity to support changes in market Fixed Income Investment
conditions for the fixed maturity year Management, Inc.
indicated in its name. Please note that you
may not make Purchase Payments to, or
transfer Account Value to or from, each
portfolio, and that each 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 Prudential
approximately 75% of its net assets to Investments LLC;
underlying portfolios investing primarily in Asset Quantitative
equity securities (with a range of 67.5% to Allocation Management
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 Asset CLS Investments
funds (ETFs). Under normal market Allocation LLC
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. This portfolio
may have exposure to non-investment grade
bonds, which are commonly known as "junk
bonds".

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 Asset CLS Investments
funds (ETFs). Under normal market Allocation LLC
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. This portfolio
may have exposure to non-investment grade
bonds, which are commonly known as "junk
bonds".

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

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 Cohen & Steers
circumstances, the portfolio will invest Specialty Capital
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 Deutsche
Russell 1000(R) Value Index. The subadviser Large Cap Investment
employs an investment strategy designed to Value Management
maintain a portfolio of equity securities Americas, Inc.
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: Federated
seeks capital growth. The portfolio pursues Equity
its investment objective by investing Management
primarily in the stocks of small companies Company of
that are traded on national security Small Cap Pennsylvania/
exchanges, NASDAQ stock exchange and the Growth Federated
over-the-counter-market. Small companies Global
will be defined as companies with market Investment
capitalizations similar to companies in the Management
Russell 2000 Growth and S&P 600 Small Cap Corp.;
Index. Federated MDTA
LLC

AST Fidelity Investments(R) Pyramis(R) Asset
Allocation Portfolio: (formerly AST Niemann
Capital Growth Asset Allocation Portfolio):
seeks to maximize total return. No guarantee
can be given that the Portfolio will achieve
its investment objective, and the Portfolio
may lose money. In seeking to achieve the Pyramis Global
Portfolio's investment objective, the Asset Advisors,LLC, a
subadviser will cause the Portfolio's assets Allocation Fidelity
to be allocated across six uniquely Investments
specialized investment strategies that company
invest primarily in equity securities (i.e.,
the Equity Strategies), one fixed-income
strategy (i.e., the Broad Market Duration
Strategy), and one strategy designed to
provide liquidity (i.e., the Liquidity
Strategy).

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
NYSE(R) International Target 25, and the Allocation Advisors L.P.
Target Small Cap. 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 screens to
select bonds from the DOW Jones Corporate
Bond Index or like-bonds not in the index.
This portfolio may have exposure to
non-investment grade bonds, which are
commonly known as "junk bonds".

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

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 Asset First Trust
Nasdaq(R) Target 15, and the NYSE(R) Allocation Advisors L.P.
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. This portfolio may have exposure
to non-investment grade bonds, which are
commonly known as "junk bonds".

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 Specialty Prudential Real
companies. The portfolio will invest in Estate 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 potential to achieve Large Cap Goldman Sachs
capital appreciation over the long-term. The Growth Asset
portfolio seeks to achieve its investment Management, L.P.
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
normally invests at least 80% of the value
of its assets in medium-sized companies. Mid Cap Goldman Sachs
Medium-sized companies are those whose Growth Asset
market capitalizations (measured at the time Management, L.P.
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 Small Cap Goldman Sachs
for investment purposes in small Value Asset
capitalization companies. The 80% investment Management, L.P.
requirement 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 Pacific
total return, consistent with preservation Investment
of capital and prudent investment Management
management. The portfolio will invest, under Company LLC
normal circumstances, at least 80% of its (PIMCO)
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 Fixed Income
as options, futures contracts, or 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. This portfolio may have
exposure to non-investment grade bonds,
which are commonly known as "junk bonds".

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

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 (ETFs). Asset Horizon
Under normal market conditions, the Allocation Investments, LLC
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. This portfolio may have
exposure to non-investment grade bonds,
which are commonly known as "junk bonds".

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 (ETFs).
Under normal market conditions, the
portfolio will devote from 40% to 60% of its Asset Horizon
net assets to underlying portfolios and ETFs Allocation Investments, LLC
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. This portfolio may have
exposure to non-investment grade bonds,
which are commonly known as "junk bonds".

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 Marsico Capital
securities of issuers located outside the International Management,
United States, it may at times invest in Equity LLC; William
U.S. issuers and it may invest all of its Blair &
assets in fewer than five countries or even Company, LLC
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 LSV Asset
the portfolio's assets in equity securities. International Management;
The portfolio will invest at least 65% of Equity Thornburg
its net assets in the equity securities of Investment
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 Prudential
changes in market conditions for a fixed Fixed Income Investment
duration (weighted average maturity) of Management, Inc.
about 6 years. 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 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 International J.P. Morgan
equity securities of companies located or Equity Investment
operating in developed non-U.S. countries Management, Inc.
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.

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

AST J.P. Morgan Strategic Opportunities
Portfolio: (formerly AST UBS Dynamic Alpha
Portfolio): seeks to maximize total return
compared to its benchmark through security
selection and tactical asset allocation. No
guarantee can be given that the Portfolio
will achieve its investment objective, and
the Portfolio may lose money. The Portfolio
will utilize a variety of diversifying asset
classes and investment styles, including a
significant allocation to alternative
investment strategies such as market
neutral, 130/30, and absolute return. The
Portfolio may invest in a wide range of
asset classes, including U.S. and non-U.S.
equities, emerging markets equities, real
estate investment trusts (REITs) domiciled Asset J.P. Morgan
in and outside of the United States, U.S. Allocation Investment
and non-U.S. fixed income, high yield bonds, Management Inc.
convertible bonds, and emerging markets
bonds. The allocation to these assets
classes will vary depending on the
subadviser's tactical views. Market neutral
strategies seek to produce a positive return
regardless of the direction of the equity
markets. 130/30 strategies follow a
particular index, for example the S&P 500,
but allow the subadviser to sell short
securities that are deemed likely to decline
in value. Absolute return strategies seek to
generate a return in excess of prevailing
yields on U.S. Treasuries or the London
Interbank Offered Rate (LIBOR). This
portfolio may have exposure to
non-investment grade bonds, which are
commonly known as "junk bonds".

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 securities Large Cap Jennison
to buy, the Subadvisor will use a growth Growth Associates
investment style and will invest in stocks LLC
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
to buy, the Subadvisor will use a value Large Cap Jennison
investment style and will invest in common Value Associates
stocks that it believes are being valued at LLC
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 Eaton Vance
least 80% of its net assets in common stocks Large Cap Management;
of large capitalization companies. Large Value Hotchkis and
capitalization companies are those companies Wiley Capital
with market capitalizations within the Management LLC
market capitalization range of the Russell
1000 Value Index.

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

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 Lord, Abbett &
limitation that at least 20% of the Fixed Income Co. LLC
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" Large Cap Marsico Capital
macroeconomic analysis with "bottom up" Growth Management, LLC
stock selection. The "top 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 issuers (including issuers in International Massachusetts
emerging market countries). While the Equity Financial
portfolio may invest its assets in companies Services Company
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 Large Cap Massachusetts
related securities, such as preferred Growth Financial
stocks, convertible securities and Services Company
depositary receipts. The subadviser uses a
"bottom up" as opposed to a "top down"
investment style in managing the portfolio.

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

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 value of EARNEST
its net assets in mid-capitalization Mid Cap Partners LLC;
companies. Mid-capitalization companies are Value WEDGE Capital
generally those that have market Management, LLP
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 Prudential
high-quality, short-term, U.S. dollar Fixed Income Investment
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
purposes of the portfolio, companies with
market capitalizations that fall within the LSV Asset
range of the Russell Midcap(R) Index at the Mid Cap Management;
time of investment are considered medium Value Neuberger
capitalization companies. Some of the Berman
portfolio's assets may be invested in the Management LLC
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 capitalization
is within the range of market Mid Cap Growth Neuberger
capitalizations of companies in the Russell Berman
Midcap(R) Growth Index. Using fundamental Management LLC
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
portfolio pursues its objective, under Growth Berman
normal circumstances, by primarily investing Management LLC
at least 80% of its total assets in the
equity securities of small-sized companies
included in the Russell 2000 Growth(R) Index.

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 International Parametric
region formerly comprising the Soviet Union. Equity Portfolio
A company will be considered to be located Associates LLC
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.

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

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

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

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 Prudential
approximately 35% of its net assets to Investments
underlying portfolios investing primarily in Asset LLC;
equity securities (with a range of 27.5% to Allocation Quantitative
42.5%), and 65% of its net assets to Management
underlying portfolios investing primarily in Associates LLC
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. This
portfolio may have exposure to
non-investment grade bonds, which are
commonly known as "junk bonds".

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 Quantitative
related securities of US issuers. The Large Cap Management
benchmark index is the Russell 1000(R) which Blend Associates LLC
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 classes, such as Schroder
investments in real estate, commodities, Asset Investment
currencies, private equity, and absolute Allocation Management
return strategies. The sub-advisor seeks to North America
emphasize the management of risk and Inc.
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.
This portfolio may have exposure to
non-investment grade bonds, which are
commonly known as "junk bonds".

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 companies Small Cap Eagle Asset
are those companies with a market Growth Management, Inc.
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.

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

AST Small-Cap Value Portfolio: seeks to
provide long-term capital growth by
investing primarily in small-capitalization ClearBridge
stocks that appear to be undervalued. The Advisors, LLC;
portfolio invests, under normal Small Cap J.P. Morgan
circumstances, at least 80% of the value of Value Investment
its net assets in small capitalization Management,
stocks. Small capitalization stocks are the Inc.; Lee
stocks of companies with market Munder
capitalization that are within the market Investments, Ltd
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
depending on the subadviser's outlook for
the markets. The subadviser concentrates Asset T. Rowe Price
common stock investments in larger, more Allocation Associates, Inc.
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. This portfolio
may have exposure to non-investment grade
bonds, which are commonly known as "junk
bonds".

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 T. Rowe Price
invests in countries where the combination Fixed Income International,
of fixed-income returns and currency Inc.
exchange 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 Large Cap T. Rowe Price
takes a growth approach to investment Growth Associates, Inc.
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 Specialty T. Rowe Price
may also invest in non-resource companies Associates, Inc.
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.

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

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 duration is generally Western Asset
2.5 to 7 years. The portfolio pursues this Fixed Income Management
objective by investing in all major fixed Company
income sectors with a bias towards
non-Treasuries. This portfolio may have
exposure to non-investment grade bonds,
which are commonly known as "junk bonds".

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 portions in Class 1 Moderate Franklin
shares of Franklin Income Securities Fund; Allocation Templeton
Mutual Shares Securities Fund; and Templeton Services, LLC
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 Specialty ProFund
the U.S. equity market. Component companies Advisors LLC
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 Specialty ProFund
of the U.S. equity market. Component Advisors LLC
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. Specialty ProFund Advisors
Component companies include regional banks; LLC
major U.S. domiciled international banks;
full line, life, and property and casualty
insurance companies; companies that invest,
directly or indirectly in real estate;
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 Specialty ProFund
market. Component companies include health Advisors LLC
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
factory equipment, heavy machinery, Advisors LLC
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.

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

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" Specialty ProFund Advisors
performance. It is an unmanaged float LLC
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 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" Specialty ProFund Advisors
performance. It is an unmanaged float LLC
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.

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 Specialty ProFund Advisors
"value" performance. It is an unmanaged LLC
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 Specialty ProFund Advisors
U.S. equity "growth" performance. It is an LLC
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 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 buildings and Specialty ProFund Advisors
housing developments; and real estate LLC
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.

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

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 Specialty ProFund Advisors
identified as being on the value end of the LLC
growth-value 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 Specialty ProFund Advisors
identified as being on the growth end of the LLC
growth-value 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 Specialty ProFund Advisors
performance of the telecommunications LLC
industry of the U.S. 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 Specialty ProFund Advisors
industry of the U.S. equity market. 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

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

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.

In the following tables, we set forth the optional benefits that you may have
if you also participate in the Group I or Group II programs.

Group I: Allowable Benefit Allocations

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
Highest Daily Lifetime 6 Plus AST Capital Growth Asset Allocation
Highest Daily Lifetime 6 Plus with LIA AST CLS Growth Asset Allocation
Spousal Highest Daily Lifetime 6 Plus AST CLS Moderate Balanced Target
GRO Plus II AST Fidelity Investments(R) Pyramis(R) Asset
Highest Daily GRO II Allocation Portfolio
Highest Anniversary Value Death Benefit AST First Trust Balanced Target
Combination 5% Roll-Up and HAV Death AST Horizon Growth Asset Allocation
Benefit AST Horizon Moderate 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
Highest Daily Lifetime 6 Plus AST Capital Growth Asset Allocation
Highest Daily Lifetime 6 Plus with LIA AST Cohen & Steers Realty
Spousal Highest Daily Lifetime 6 Plus AST DeAM Large-Cap Value
GRO Plus II AST Federated Aggressive Growth
Highest Daily GRO II AST Fidelity Investments(R) Pyramis(R) Asset
Highest Anniversary Value Death Benefit Allocation Portfolio
Combination 5% Roll-Up and HAV Death AST First Trust Balanced Target
Benefit 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 J.P. Morgan Strategic Opportunities
Portfolio
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marsico Capital Growth
AST MFS Global Equity
AST MFS 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 Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond Portfolio
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 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.

For the Long-Term MVA Option, 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. Thus, for example, we would not allow you to start a
new Guarantee Period of 5 years if the Owner/Annuitant were aged 94, because
the 5 year period would end after the Latest Annuity Date.

MARKET VALUE ADJUSTMENT

. 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 in
Appendix E. 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. For the Long-Term MVA Option, as detailed in the formula, we
essentially (i) divide the current interest rate you are receiving under the
Guarantee Period by the interest rate (plus a "liquidity factor") we are
crediting for a Guarantee Period equal in duration to the time remaining under
the Guarantee Period and (ii) raise that quotient by a mathematical power that
represents the time remaining until the maturity of the Guarantee Period. That
result produces the MVA factor. If we have no interest rate for a Guarantee
Period equal in duration to the time remaining under the Guarantee Period, we
may use certain US Treasury interest rates to calculate a proxy for that
interest rate. All else being equal, the longer the time remaining until the
maturity of the MVA Option, the larger the mathematical power that is applied
to the quotient in (i) above, and thus the larger the MVA itself. The formula
for the DCA MVA Options works in a similar fashion, except both interest rates
used in the MVA formula are derived directly from the Federal Reserve's
"Constant Maturity Treasury (CMT) rate." Under either formula, 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.

LONG TERM MVA OPTIONS

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 Subaccounts, 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 Subaccounts 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 $50 or 2% 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), or the payment of a Death Benefit. 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.

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 the Annuity, including the
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 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.

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 or short sale expenses
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
Advisor 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, 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. In addition, the broker-dealer firm
through which you are purchasing the Annuity may impose a younger maximum issue
age than what is described above - check with the broker-dealer firm for
details.

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 and Annuitant's 86/th/ birthday. However,
Purchase Payments are not permitted after the Account Value is reduced to zero.
We may limit or reject any Purchase Payment, but would do so only on a
non-discriminatory basis. 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.

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

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. However, where we are required by applicable law to
return Purchase Payments, we will return the greater of Account Value and if
Account Value is greater than 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."

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. As of the Valuation Day we receive 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 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.

In general, you may change the Owner, Annuitant, and Beneficiary designations
as indicated above, and also may assign the Annuity. However, 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 established to hold
retirement assets for the benefit of the natural person Annuitant pursuant to
the provisions of Section 408(a) of the Internal Revenue Code (or any successor
Code section thereto) ("Custodial Account").

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.

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. The 6 or 12 Month DCA Program may not be available in all states or with
certain benefits or programs.

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
(in which case we continue to credit interest under the program); 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 6 or 12 Month DCA Program to the Sub-accounts that
you specified upon your election of the 6 or 12 Month DCA 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 pre-determined
mathematical 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. 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. Such withdrawals
will be assessed any applicable MVA.

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.

If you are participating in an optional living benefit (such as Highest Daily
Lifetime 6 Plus) that makes transfers under a pre-determined mathematical
formula, and you have opted for automatic rebalancing, you should be aware
that: (a) the AST bond portfolio used as part of the pre-determined
mathematical formula will not be included as part of automatic rebalancing and
(b) the operation of the formula may result in the rebalancing not conforming
precisely to the percentage allocations that you specified originally as part
of your 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

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.PrudentialAnnuities.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 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. 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 auto rebalancing or under a pre-determined mathematical formula used with
an optional living benefit; (ii) do not count any transfer that solely
involves the AST Money Market Portfolio and an MVA Option; 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.

If you participate in any Lifetime Guaranteed Minimum Withdrawal Benefit, and
you take an excess withdrawal that brings your Unadjusted Account Value to
zero, both the benefit and the Annuity itself will terminate.

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.

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 pay out your withdrawal (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). Please note that if you are participating in
certain optional living benefits (e.g., Highest Daily Lifetime 6 Plus),
systematic withdrawals must be taken pro rata.

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
under Sections 72(t)/72(q) may be subject to an MVA. 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 December 28th or on the last Valuation Day prior to
December 28th 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 a living 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 December 28th or on the last
Valuation Day prior to December 28th 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 annuity payments 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 95/th/ 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 (except as otherwise specified by applicable law). 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 Annuity Date.

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
(except as otherwise specified by applicable law).

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

At the Annuity Date, we may make available other annuity options not described
above. The additional options we currently offer are:

. Life Annuity Option. We currently make available an annuity option that
makes payments for the life of the Annuitant. Under that 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.

. Joint Life Annuity Option. Under the 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.

. Joint Life 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 current
rules, and thereafter during the joint lifetime of two Annuitants,
ceasing with the last payment prior to the survivor's death. Should the
two Annuitants die before the end of the period certain, the remaining
period certain payments are paid to the named Beneficiary, or to your
estate if no Beneficiary is named, until the end of the period certain.
If the Annuitants' joint life expectancy is less than the period
certain, we will institute a shorter period certain, determined
according to applicable IRS tables.

We reserve the right to cease offering those life-only annuity options. If we
cease offering any "Other Annuity Option", we will amend this prospectus to
reflect the change.

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 and no earlier than the earliest
permissible Annuity Date. 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.

LIVING BENEFITS

Pruco Life offers different optional living 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 living 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 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 (HD6 Plus)

.. Highest Daily Lifetime 6 Plus Income Benefit with Lifetime Income
Accelerator (HD6 Plus with LIA)

.. Spousal Highest Daily Lifetime 6 Plus Income Benefit (SHD6 Plus)

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

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

Each living benefit requires your participation in a pre-determined
mathematical formula that may transfer your account value between the
Sub-accounts you have chosen and certain bond portfolio Sub-accounts of AST.
HD6 Plus, HD6 Plus with LIA, and SHD6 Plus use one such formula, and GRO Plus
II and HD GRO II use a different formula. The two formulas differ because of
the nature of the underlying guarantees, and thus could result in different
transfers of account value over time. Neither formula is investment advice.

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.
HD6 Plus is one example of this type of benefit.

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. HD
GRO II is one example of this type of benefit.

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 Income Benefit (HD6 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 a
withdrawal of excess income that brings your Unadjusted Account Value to zero,
your Annual Income Amount also would fall to zero, and the benefit and the
Annuity would terminate. In that scenario, no further amount would be payable
under the Highest Daily Lifetime 6 Plus benefit. As to the impact of such
scenario on any other optional benefit you may have, please see the applicable
section in this prospectus.

You may also participate in the 6 or 12 Month DCA Program if you elect 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 paragraphs.

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 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.

AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A WITHDRAWAL THAT IS SUBJECT TO
AN MVA, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT ONLY THE AMOUNT YOU
ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE MVA, TO DETERMINE WHETHER YOUR
WITHDRAWAL HAS EXCEEDED THE ANNUAL INCOME AMOUNT. WHEN YOU TAKE A WITHDRAWAL,
YOU MAY REQUEST A "GROSS" WITHDRAWAL AMOUNT (E.G., $2000) BUT THEN HAVE ANY MVA
DEDUCTED FROM THE AMOUNT YOU ACTUALLY RECEIVE (THUS THE AMOUNT YOU ACTUALLY
RECEIVE (E.G., $1800) WILL BE LESS THAN THE AMOUNT YOU DESIGNATED (E.G.,
$2000). THE PORTION OF SUCH A WITHDRAWAL THAT EXCEEDED YOUR ANNUAL INCOME
AMOUNT (IF ANY) WOULD BE TREATED AS EXCESS INCOME AND THUS WOULD REDUCE YOUR
ANNUAL INCOME AMOUNT IN SUBSEQUENT YEARS. ALTERNATIVELY, YOU MAY REQUEST THAT A
"NET" WITHDRAWAL AMOUNT ACTUALLY BE PAID TO YOU (E.G., $2000), WITH THE
UNDERSTANDING THAT ANY MVA (E.G., $240) BE DEDUCTED FROM YOUR REMAINING
UNADJUSTED ACCOUNT VALUE. IN THE LATTER SCENARIO, WE DETERMINE WHETHER ANY
PORTION OF THE WITHDRAWAL IS TO BE TREATED AS EXCESS INCOME BY LOOKING TO THE
SUM OF THE NET AMOUNT YOU ACTUALLY RECEIVE (E.G., $2000) AND THE AMOUNT OF ANY
MVA (IN THIS EXAMPLE, A TOTAL OF $2240). THE AMOUNT OF THAT SUM (E.G., THE
$2000 YOU RECEIVED PLUS THE $240 FOR THE MVA) THAT EXCEEDS YOUR ANNUAL INCOME
AMOUNT WILL BE TREATED AS EXCESS INCOME - THEREBY REDUCING YOUR ANNUAL INCOME
AMOUNT IN SUBSEQUENT YEARS. IN GENERAL, ONCE A WITHDRAWAL IS TREATED AS EXCESS
INCOME, WE WILL PROPORTIONALLY REDUCE YOUR ANNUAL INCOME AMOUNT IN SUBSEQUENT
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 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. We will not automatically increase your Annual Income Amount solely as
a result of your attaining a new age that is associated with a new age-based
percentage. 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. Any such increased charge will not be greater than the
maximum charge set forth in the table entitled "Your Optional Benefit Fees and
Charges."

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.

.. 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

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 26 value is being adjusted for excess withdrawals as the
October 28 and October 31 Valuation Days occur after the excess withdrawal on
October 27.

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

October 28, 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.

. The Unadjusted Account Value of $119,000 on October 26 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 28. At this time, we compare this amount to 5%
of the Unadjusted Account Value on October 28. 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 Unadjusted 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

On October 23, 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 23, 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 $ 15,000
Divided by 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

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 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 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 single designated life. After the Unadjusted 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 Unadjusted 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.

(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 period
certain 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 under the Highest Daily Lifetime 6 Plus benefit are subject to
all of the terms and conditions of the Annuity. 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
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. 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.

.. 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.

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

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.

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 DCA 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 DCA 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 DCA 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 DCA MVA
Options) will occur.

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;