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: MAY 1, 2010 AS AMENDED, JANUARY 24, 2011

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 Annuities
and/or optional benefits). Selling broker-dealer firms may not offer all the
Annuities and/or benefits 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. Please note that if you are investing in this
Annuity through a tax-advantaged retirement plan (such as an Individual
Retirement Account or 401(k) plan), you will get no additional tax advantage
through the Annuity itself.

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: May 1, Statement of Additional
2010 as amended, January Information dated:
24, 2011 May 1, 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 BlackRock Value Portfolio
AST Bond Portfolio 2017
AST Bond Portfolio 2018
AST Bond Portfolio 2019
AST Bond Portfolio 2020
AST Bond Portfolio 2021
AST Bond Portfolio 2022
AST Capital Growth Asset Allocation Portfolio
AST CLS Growth Asset Allocation Portfolio
AST CLS Moderate Asset Allocation Portfolio
AST Cohen & Steers Realty Portfolio
AST Federated Aggressive Growth Portfolio
AST FI 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 Alpha 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................................................................ 11

SUMMARY......................................................................... 12

INVESTMENT OPTIONS.............................................................. 15

VARIABLE INVESTMENT OPTIONS.................................................... 15
MARKET VALUE ADJUSTMENT OPTIONS................................................ 27
RATES FOR MVA OPTIONS.......................................................... 27
MARKET VALUE ADJUSTMENT........................................................ 27
LONG-TERM MVA OPTIONS.......................................................... 28
DCA MVA OPTIONS................................................................ 28
GUARANTEE PERIOD TERMINATION................................................... 28

FEES, CHARGES AND DEDUCTIONS.................................................... 30

MVA OPTION CHARGES............................................................. 31
ANNUITY PAYMENT OPTION CHARGES................................................. 32
EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES...................................... 32

PURCHASING YOUR ANNUITY......................................................... 33

REQUIREMENTS FOR PURCHASING THE ANNUITY........................................ 33
PURCHASE CREDITS UNDER THE X SERIES............................................ 34
DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY............................... 34
RIGHT TO CANCEL................................................................ 36
SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT............................... 36
SALARY REDUCTION PROGRAMS...................................................... 36

MANAGING YOUR ANNUITY........................................................... 37

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS........................ 37

MANAGING YOUR ACCOUNT VALUE..................................................... 38

DOLLAR COST AVERAGING PROGRAMS................................................. 38
6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM.................................... 38
AUTOMATIC REBALANCING PROGRAMS................................................. 39
FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS.......... 39
RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS........................... 40

ACCESS TO ACCOUNT VALUE......................................................... 42

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU........................................ 42
TAX IMPLICATIONS FOR DISTRIBUTIONS............................................. 42
FREE WITHDRAWAL AMOUNTS........................................................ 42
SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD.......... 43
SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE. 43
REQUIRED MINIMUM DISTRIBUTIONS................................................. 43

SURRENDERS...................................................................... 45

SURRENDER VALUE................................................................ 45
MEDICALLY-RELATED SURRENDERS................................................... 45

ANNUITY OPTIONS................................................................. 46

CHOOSING THE ANNUITY PAYMENT OPTION............................................ 47

LIVING BENEFITS................................................................. 48

HIGHEST DAILY LIFETIME/SM/ INCOME (HDI/SM/).................................... 49
HIGHEST DAILY LIFETIME INCOME WITH LIFETIME INCOME ACCELERATOR/SM/
(HDI with LIA/SM/)........................................................... 59
SPOUSAL HIGHEST DAILY LIFETIME/SM/ INCOME (SHDI/SM/)........................... 63
GUARANTEED RETURN OPTION/SM/ PLUS II (GRO PLUS II)............................. 71
HIGHEST DAILY/SM/ GUARANTEED RETURN OPTION/SM/ II (HD GRO II/SM/).............. 76

(i)

MINIMUM DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS.................................................... 81

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT.................................................................. 81
MINIMUM DEATH BENEFIT...................................................................................... 81
OPTIONAL DEATH BENEFITS.................................................................................... 82
PAYMENT OF DEATH BENEFITS.................................................................................. 84

VALUING YOUR INVESTMENT..................................................................................... 87

VALUING THE SUB-ACCOUNTS................................................................................... 87
PROCESSING AND VALUING TRANSACTIONS........................................................................ 87

TAX CONSIDERATIONS.......................................................................................... 89

OTHER INFORMATION........................................................................................... 98

PRUCO LIFE AND THE SEPARATE ACCOUNT........................................................................ 98
LEGAL STRUCTURE OF THE UNDERLYING FUNDS.................................................................... 100
DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE............................................................ 101
FINANCIAL STATEMENTS....................................................................................... 103
INDEMNIFICATION............................................................................................ 103
LEGAL PROCEEDINGS.......................................................................................... 103
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........................................................ 104
HOW TO CONTACT US.......................................................................................... 104

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

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

APPENDIX C - HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT, HIGHEST DAILY LIFETIME 6 PLUS
INCOME BENEFIT WITH LIFETIME INCOME ACCELERATOR, AND SPOUSAL HIGHEST DAILY LIFETIME
6 PLUS INCOME BENEFIT - NO LONGER AVAILABLE FOR NEW ELECTIONS EXCEPT IN CERTAIN STATES.................... C-1

APPENDIX D - FORMULA FOR GRO PLUS II - NO LONGER AVAILABLE FOR NEW ELECTIONS, EXCEPT FOR ANNUITIES WITH AN
APPLICATION SIGNED PRIOR TO JANUARY 24, 2011.............................................................. D-1

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

APPENDIX F - MVA FORMULAS................................................................................... F-1

APPENDIX G - FORMULA FOR HIGHEST DAILY GRO II - NO LONGER AVAILABLE FOR NEW ELECTIONS, EXCEPT FOR ANNUITIES
WITH AN APPLICATION SIGNED PRIOR TO JANUARY 24, 2011...................................................... G-1

APPENDIX H - FORMULA FOR HIGHEST DAILY LIFETIME INCOME, HIGHEST DAILY LIFETIME INCOME
WITH LIFETIME INCOME ACCELERATOR, AND SPOUSAL HIGHEST DAILY LIFETIME INCOME............................... H-1

(ii)

GLOSSARY OF TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ISSUE DATE: The effective date of your Annuity.

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

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

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

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

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

PURCHASE CREDIT: Under the X Series only, an amount that we add to your
Annuity when you make a Purchase Payment during the 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. Please see
the cover page of the Annuity contract for the Service Office 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.
See Appendix E.

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

TRANSFER FEE /1/ $10 $10 $10 $10
-----------------------------------------------------------------
TAX CHARGE 0% to 3.5% 0% to 3.5% 0% to 3.5% 0% to 3.5%
(CURRENT) /2/
-----------------------------------------------------------------

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 Unadjusted Account Unadjusted Account Unadjusted Account
Value Value Value 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:
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, C 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
-----------------------------------------------------------------------------------------------------
OPTIONAL BENEFIT ANNUALIZED TOTAL TOTAL TOTAL TOTAL
OPTIONAL ANNUALIZED ANNUALIZED ANNUALIZED ANNUALIZED
BENEFIT CHARGE /2/ CHARGE /2/ CHARGE /2/ CHARGE /2/
FEE/ FOR X SERIES FOR B SERIES FOR L SERIES FOR C SERIES
CHARGE /1/
-----------------------------------------------------------------------------------------------------

HIGHEST DAILY LIFETIME INCOME AND
SPOUSAL HIGHEST DAILY LIFETIME
INCOME (ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)
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%
-----------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME INCOME WITH
LIFETIME INCOME ACCELERATOR (ASSESSED
AGAINST GREATER OF UNADJUSTED ACCOUNT
VALUE AND PROTECTED WITHDRAWAL VALUE)
MAXIMUM CHARGE/ 3/ 2.00% 1.85% 1.30% 1.70% 1.75%
+2.00% +2.00% +2.00% +2.00%
CURRENT CHARGE 1.30% 1.85% 1.30% 1.70% 1.75%
+1.30% +1.30% +1.30% +1.30%
-----------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 6
PLUS (ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)
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 PROTECTED WITHDRAWAL VALUE)
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
PROTECTED WITHDRAWAL VALUE)
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 0.60% 2.45% 1.90% 2.30% 2.35%
PLUS II) CHARGE/ 4/ (ASSESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
ASSETS OF THE SUB-ACCOUNTS)
-----------------------------------------------------------------------------------------------------
HIGHEST DAILY GUARANTEED RETURN 0.60% 2.45% 1.90% 2.30% 2.35%
OPTION II (HD GRO II) CHARGE
/4/ (ASSESSED AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS OF THE
SUB-ACCOUNTS)
-----------------------------------------------------------------------------------------------------
HIGHEST ANNIVERSARY VALUE DEATH 0.40% 2.25% 1.70% 2.10% 2.15%
BENEFIT ("HAV") CHARGE /4/ (ASSESSED
AS A PERCENTAGE OF THE AVERAGE DAILY
NET ASSETS OF THE SUB-ACCOUNTS)
-----------------------------------------------------------------------------------------------------
COMBINATION 5% ROLL-UP AND HAV DEATH 0.80% 2.65% 2.10% 2.50% 2.55%
BENEFIT CHARGE /4/ (ASSESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET
ASSETS OF THE SUB-ACCOUNTS)
-----------------------------------------------------------------------------------------------------

1 The charge for each of Highest Daily Lifetime Income, Highest Daily
Lifetime Income with Lifetime Income Accelerator, Spousal Highest Daily
Lifetime Income, Highest Daily Lifetime 6 Plus, Highest Daily Lifetime 6
Plus with Lifetime Income Accelerator, 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 INCOME, HIGHEST DAILY LIFETIME INCOME WITH LIA, SPOUSAL HIGHEST
DAILY LIFETIME INCOME, HIGHEST DAILY LIFETIME 6 PLUS, HIGHEST DAILY
LIFETIME 6 PLUS WITH LIA, AND SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS:
FOR HIGHEST DAILY LIFETIME INCOME, HIGHEST DAILY LIFETIME INCOME WITH LIA,
SPOUSAL HIGHEST DAILY LIFETIME INCOME, 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 INCOME AND SPOUSAL HIGHEST DAILY LIFETIME INCOME:
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.
HIGHEST DAILY LIFETIME INCOME WITH LIA: 1.30% 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: 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, 2009. 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% 2.59%
----------------------------------------------------

The following are the total annual expenses for each underlying portfolio as
of December 31, 2009, except as noted. The "Total Annual Portfolio Operating
Expenses" reflect the combination of the underlying portfolio's investment
management fee, other expenses, any 12b-1 fees and certain other expenses.
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

(as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 2009
-------------------------------------------------------------------------------------------
UNDERLYING Total
PORTFOLIO Broker Fees Acquired Annual
Dividend and Expenses Portfolio Portfolio Fee Waiver
Management Other Distribution Expense on on Short Fees & Operating or Expense
Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement
--------------------------------------------------------------------------------------------------------------------------

AST Academic Strategies
Asset Allocation 0.72% 0.08% 0.00% 0.02% 0.00% 0.75% 1.57% 0.00%
AST Advanced Strategies 0.85% 0.18% 0.00% 0.00% 0.00% 0.02% 1.05% 0.00%
AST AllianceBernstein
Core Value 0.75% 0.20% 0.00% 0.00% 0.00% 0.00% 0.95% 0.00%
AST AllianceBernstein
Growth & Income 0.75% 0.13% 0.00% 0.00% 0.00% 0.00% 0.88% 0.00%
AST American Century
Income & Growth 0.75% 0.19% 0.00% 0.00% 0.00% 0.00% 0.94% 0.00%
AST Balanced Asset
Allocation 0.15% 0.02% 0.00% 0.00% 0.00% 0.91% 1.08% 0.00%
AST BlackRock Value 0.85% 0.13% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00%
AST Bond Portfolio 2017 /1/ 0.64% 0.32% 0.00% 0.00% 0.00% 0.00% 0.96% 0.00%
AST Bond Portfolio 2018 /1/ 0.64% 0.19% 0.00% 0.00% 0.00% 0.00% 0.83% 0.00%
AST Bond Portfolio 2019 /1/ 0.64% 0.22% 0.00% 0.00% 0.00% 0.00% 0.86% 0.00%
AST Bond Portfolio 2020 /1/ 0.64% 1.95% 0.00% 0.00% 0.00% 0.00% 2.59% -1.59%
AST Bond Portfolio 2021 /1/ 0.64% 0.32% 0.00% 0.00% 0.00% 0.00% 0.96% 0.00%
AST Bond Portfolio 2022/ 1/ 0.65% 0.33% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00%
AST Capital Growth Asset
Allocation 0.15% 0.02% 0.00% 0.00% 0.00% 0.94% 1.11% 0.00%
AST CLS Growth Asset
Allocation 0.30% 0.06% 0.00% 0.00% 0.00% 0.90% 1.26% 0.00%
AST CLS Moderate Asset
Allocation 0.30% 0.03% 0.00% 0.00% 0.00% 0.83% 1.16% 0.00%
AST Cohen & Steers
Realty 1.00% 0.16% 0.00% 0.00% 0.00% 0.00% 1.16% 0.00%
AST Federated Aggressive
Growth 0.95% 0.19% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00%
AST FI Pyramis(R) Asset
Allocation /2/ 0.85% 0.27% 0.00% 0.15% 0.00% 0.00% 1.27% 0.00%
AST First Trust Balanced
Target 0.85% 0.14% 0.00% 0.00% 0.00% 0.00% 0.99% 0.00%
AST First Trust Capital
Appreciation Target 0.85% 0.13% 0.00% 0.00% 0.00% 0.00% 0.98% 0.00%

------------------------------------------------------------------------------------------------------------------------------------
UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

-----------
UNDERLYING
PORTFOLIO Net Annual
Fund
Operating
Expenses
----------------------------------------

AST Academic Strategies
Asset Allocation 1.57%
AST Advanced Strategies 1.05%
AST AllianceBernstein
Core Value 0.95%
AST AllianceBernstein
Growth & Income 0.88%
AST American Century
Income & Growth 0.94%
AST Balanced Asset
Allocation 1.08%
AST BlackRock Value 0.98%
AST Bond Portfolio 2017 /1/ 0.96%
AST Bond Portfolio 2018 /1/ 0.83%
AST Bond Portfolio 2019 /1/ 0.86%
AST Bond Portfolio 2020 /1/ 1.00%
AST Bond Portfolio 2021 /1/ 0.96%
AST Bond Portfolio 2022/ 1/ 0.98%
AST Capital Growth Asset
Allocation 1.11%
AST CLS Growth Asset
Allocation 1.26%
AST CLS Moderate Asset
Allocation 1.16%
AST Cohen & Steers
Realty 1.16%
AST Federated Aggressive
Growth 1.14%
AST FI Pyramis(R) Asset
Allocation /2/ 1.27%
AST First Trust Balanced
Target 0.99%
AST First Trust Capital
Appreciation Target 0.98%

----------------------------------------------------------------------------------------------------------------------------------
UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)
----------------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 2009
-------------------------------------------------------------------------------------------
UNDERLYING Total
PORTFOLIO Broker Fees Acquired Annual
Dividend and Expenses Portfolio Portfolio Fee Waiver
Management Other Distribution Expense on on Short Fees & Operating or Expense
Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement
------------------------------------------------------------------------------------------------------------------------

AST Global Real Estate 1.00% 0.23% 0.00% 0.00% 0.00% 0.00% 1.23% 0.00%
AST Goldman Sachs
Concentrated Growth 0.90% 0.15% 0.00% 0.00% 0.00% 0.00% 1.05% 0.00%
AST Goldman Sachs Mid-
Cap Growth 1.00% 0.18% 0.00% 0.00% 0.00% 0.00% 1.18% 0.00%
AST Goldman Sachs
Small-Cap Value 0.95% 0.24% 0.00% 0.00% 0.00% 0.01% 1.20% 0.00%
AST High Yield 0.75% 0.16% 0.00% 0.00% 0.00% 0.00% 0.91% 0.00%
AST Horizon Growth
Asset Allocation 0.30% 0.06% 0.00% 0.00% 0.00% 0.87% 1.23% 0.00%
AST Horizon Moderate
Asset Allocation 0.30% 0.04% 0.00% 0.00% 0.00% 0.82% 1.16% 0.00%
AST International Growth 1.00% 0.13% 0.00% 0.00% 0.00% 0.00% 1.13% 0.00%
AST International Value 1.00% 0.14% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00%
AST Investment Grade
Bond /1/ 0.64% 0.13% 0.00% 0.00% 0.00% 0.00% 0.77% 0.00%
AST Jennison Large-Cap
Growth 0.90% 0.18% 0.00% 0.00% 0.00% 0.00% 1.08% 0.00%
AST Jennison Large-Cap
Value 0.75% 0.19% 0.00% 0.00% 0.00% 0.00% 0.94% 0.00%
AST JPMorgan
International Equity 0.90% 0.18% 0.00% 0.00% 0.00% 0.00% 1.08% 0.00%
AST J.P. Morgan Strategic
Opportunities 1.00% 0.14% 0.00% 0.17% 0.00% 0.00% 1.31% 0.00%
AST Large-Cap Value 0.75% 0.13% 0.00% 0.00% 0.00% 0.00% 0.88% 0.00%
AST Lord Abbett Bond-
Debenture 0.80% 0.16% 0.00% 0.00% 0.00% 0.00% 0.96% 0.00%
AST Marsico Capital
Growth 0.90% 0.12% 0.00% 0.00% 0.00% 0.00% 1.02% 0.00%
AST Mid-Cap Value 0.95% 0.19% 0.00% 0.00% 0.00% 0.00% 1.14% 0.00%
AST MFS Global Equity 1.00% 0.32% 0.00% 0.00% 0.00% 0.00% 1.32% 0.00%
AST MFS Growth 0.90% 0.13% 0.00% 0.00% 0.00% 0.00% 1.03% 0.00%
AST Money Market /3/ 0.50% 0.12% 0.00% 0.00% 0.00% 0.00% 0.62% -0.01%
AST Neuberger Berman
Mid-Cap Growth 0.90% 0.15% 0.00% 0.00% 0.00% 0.00% 1.05% 0.00%
AST Neuberger Berman /
LSV Mid-Cap Value 0.90% 0.15% 0.00% 0.00% 0.00% 0.00% 1.05% 0.00%
AST Neuberger Berman
Small-Cap Growth 0.95% 0.25% 0.00% 0.00% 0.00% 0.00% 1.20% 0.00%
AST Parametric Emerging
Markets Equity 1.10% 0.36% 0.00% 0.00% 0.00% 0.01% 1.47% 0.00%
AST PIMCO Limited
Maturity Bond 0.65% 0.14% 0.00% 0.00% 0.00% 0.00% 0.79% 0.00%
AST PIMCO Total Return
Bond 0.65% 0.13% 0.00% 0.00% 0.00% 0.00% 0.78% 0.00%
AST Preservation Asset
Allocation 0.15% 0.02% 0.00% 0.00% 0.00% 0.85% 1.02% 0.00%
AST QMA US Equity
Alpha 1.00% 0.20% 0.00% 0.30% 0.30% 0.00% 1.80% 0.00%
AST Schroders Multi-
Asset World Strategies 1.10% 0.25% 0.00% 0.00% 0.00% 0.20% 1.55% 0.00%
AST Small-Cap Growth 0.90% 0.17% 0.00% 0.00% 0.00% 0.00% 1.07% 0.00%
AST Small-Cap Value 0.90% 0.16% 0.00% 0.00% 0.00% 0.00% 1.06% 0.00%
AST T. Rowe Price Asset
Allocation 0.85% 0.16% 0.00% 0.00% 0.00% 0.00% 1.01% 0.00%

----------------------------------------------------------------------------------------------------------------------------------
UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

-----------
UNDERLYING
PORTFOLIO Net Annual
Fund
Operating
Expenses
--------------------------------------

AST Global Real Estate 1.23%
AST Goldman Sachs
Concentrated Growth 1.05%
AST Goldman Sachs Mid-
Cap Growth 1.18%
AST Goldman Sachs
Small-Cap Value 1.20%
AST High Yield 0.91%
AST Horizon Growth
Asset Allocation 1.23%
AST Horizon Moderate
Asset Allocation 1.16%
AST International Growth 1.13%
AST International Value 1.14%
AST Investment Grade
Bond /1/ 0.77%
AST Jennison Large-Cap
Growth 1.08%
AST Jennison Large-Cap
Value 0.94%
AST JPMorgan
International Equity 1.08%
AST J.P. Morgan Strategic
Opportunities 1.31%
AST Large-Cap Value 0.88%
AST Lord Abbett Bond-
Debenture 0.96%
AST Marsico Capital
Growth 1.02%
AST Mid-Cap Value 1.14%
AST MFS Global Equity 1.32%
AST MFS Growth 1.03%
AST Money Market /3/ 0.61%
AST Neuberger Berman
Mid-Cap Growth 1.05%
AST Neuberger Berman /
LSV Mid-Cap Value 1.05%
AST Neuberger Berman
Small-Cap Growth 1.20%
AST Parametric Emerging
Markets Equity 1.47%
AST PIMCO Limited
Maturity Bond 0.79%
AST PIMCO Total Return
Bond 0.78%
AST Preservation Asset
Allocation 1.02%
AST QMA US Equity
Alpha 1.80%
AST Schroders Multi-
Asset World Strategies 1.55%
AST Small-Cap Growth 1.07%
AST Small-Cap Value 1.06%
AST T. Rowe Price Asset
Allocation 1.01%

---------------------------------------------------------------------------------------------------------------------------------
UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)
---------------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 2009
------------------------------------------------------------------------------------------------------
UNDERLYING Total
PORTFOLIO Broker Fees Acquired Annual Net Annual
Dividend and Expenses Portfolio Portfolio Fee Waiver Fund
Management Other Distribution Expense on on Short Fees & Operating or Expense Operating
Fees Expenses (12b-1) Fees Short Sales Sales Expenses Expenses Reimbursement Expenses
---------------------------------------------------------------------------------------------------------------------------------

AST T. Rowe Price Global
Bond 0.80% 0.19% 0.00% 0.00% 0.00% 0.00% 0.99% 0.00% 0.99%
AST T. Rowe Price Large
Cap Growth 0.90% 0.13% 0.00% 0.00% 0.00% 0.00% 1.03% 0.00% 1.03%
AST T. Rowe Price
Natural Resources 0.90% 0.15% 0.00% 0.00% 0.00% 0.00% 1.05% 0.00% 1.05%
AST Western Asset Core
Plus Bond 0.70% 0.14% 0.00% 0.00% 0.00% 0.00% 0.84% 0.00% 0.84%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON
VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Templeton VIP
Founding Funds
Allocation Fund -
Class 4 0.00% 0.12% 0.35% 0.00% 0.00% 0.70% 1.17% 0.02% 1.15%

FOOTNOTES APPEAR ON NEXT PAGE.

1 The Investment Managers (Prudential Investments LLC and AST Investment
Services, Inc.) have contractually agreed to waive a portion of their
investment management fees and/or reimburse certain expenses for the
Portfolio so that the 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 the Portfolio's average daily net assets
through April 30, 2011. This arrangement may not be terminated or modified
prior to April 30, 2011, and may be discontinued or modified thereafter.
The decision on whether to renew, modify or discontinue the arrangement
after April 30, 2011 will be subject to review by the Investment Managers
and the Fund's Board of Trustees.
2 Pyramis is a registered service mark of FMR LLC. Used under license.
3 The Investment Managers (Prudential Investments LLC and AST Investment
Services, Inc.) have contractually agreed to waive .01% of their investment
management fees for the Portfolio through April 30, 2011. This arrangement
may not be terminated or modified prior to April 30, 2011, and may be
discontinued or modified thereafter. The decision on whether to renew,
modify or discontinue the arrangement after April 30, 2011 will be subject
to review by the Investment Managers and the Fund's Board of Trustees.

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 2009, 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 Highest Daily Lifetime Income Benefit or the Spousal
Highest Daily Lifetime 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 $1,615 $3,044 $4,369 $7,119
-------------------------------------
B SERIES $1,364 $2,600 $3,847 $6,767
-------------------------------------
L SERIES $1,401 $2,705 $3,509 $7,025
-------------------------------------
C SERIES $706 $2,118 $3,529 $7,057
-------------------------------------

IF YOU DO NOT SURRENDER YOUR ANNUITY, OR IF YOU ANNUITIZE YOUR ANNUITY:

1 YR 3 YRS 5 YRS 10 YRS
-----------------------------------

X SERIES $715 $2,144 $3,569 $7,119
-----------------------------------
B SERIES $664 $2,000 $3,347 $6,767
-----------------------------------
L SERIES $701 $2,105 $3,509 $7,025
-----------------------------------
C SERIES $706 $2,118 $3,529 $7,057
-----------------------------------

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. Although this prospectus describes key features of the variable
annuity contract, the prospectus is a distinct document, and is not part of
the contract.

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.

ANNUITY MAXIMUM AGE FOR MINIMUM INITIAL
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 "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. The Protected Withdrawal Value is not the same as your
Account Value, and it is not available for a lump sum withdrawal. 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 Income
Highest Daily Lifetime Income with Lifetime Income Accelerator
Spousal Highest Daily Lifetime Income

Highest Daily Lifetime 6 Plus *
Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator*
Spousal Highest Daily Lifetime 6 Plus*

* No longer available for new elections in a given State, once counterpart
Highest Daily Lifetime Income Benefit is approved in that State.

As part of these benefits you may invest only in certain permitted Investment
Options. These benefits utilize a predetermined mathematical formula to help
manage your guarantee through all market cycles. Under the pre-determined
mathematical formula, your Account Value may be transferred between certain
"permitted Sub-accounts" on the one hand and the AST Investment Grade Bond
Sub-account on the other hand. 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. For Annuities issued with an
application signed prior to January 24, 2011, subject to firm approval, 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 in certain permitted Investment Options.
These benefits utilize a predetermined mathematical formula to help manage
your guarantee through all market cycles. Under the pre-determined
mathematical formula, your Account Value may be transferred between certain
"permitted Sub-accounts" on the one hand and a Sub-account within a group of
bond portfolio Sub-accounts differing with respect to their target maturity
date on the other hand. Please see the applicable optional benefits section as
well as the Appendices to this prospectus for more information on the formula.

These benefits are:
Highest Daily Guaranteed Return Option II*
Guaranteed Return Option Plus II*

* No longer available for new elections, except for Annuities issued with an
application signed prior to January 24, 2011, subject to firm approval

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 minimum
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 may 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 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, one or more sub-advisors, 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 Income) 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 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.

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
------------------------------------------------------------------------
ADVANCED SERIES TRUST
------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ASSET AlphaSimplex
ALLOCATION PORTFOLIO: seeks long ALLOCA Group, LLC; First
term capital appreciation. The TION Quadrant L.P.;
Portfolio is a multi-asset class Jennison Associates
fund that pursues both top-down LLC; Mellon
asset allocation strategies and Capital
bottom-up selection of securities, Management
investment managers, and mutual Corporation; Pacific
funds. Under normal circumstances, Investment
approximately 60% of the assets will Management
be allocated to traditional asset Company LLC
classes (including US and (PIMCO);
international equities and bonds) Prudential Bache
and approximately 40% of the assets Asset Management,
will be allocated to nontraditional Incorporated;
asset classes (including real Prudential
estate, commodities, and alternative Investments LLC;
strategies). Those percentages are Quantitative
subject to change at the discretion Management
of the advisor. Associates LLC;
AQR Capital
Management, LLC;
CNH Partners, LLC
------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO: ASSET LSV Asset
seeks a high level of absolute ALLOCA Management;
return. The Portfolio invests in TION Marsico Capital
traditional and non-traditional Management, LLC;
investment strategies and by Pacific Investment
investing in domestic and foreign Management
equity and fixed income securities, Company LLC
derivative instruments and exchange (PIMCO); T. Rowe
traded funds. The asset allocation Price Associates,
generally provides for an allotment Inc.; William Blair
of 60% of the portfolio assets to a & Company, LLC;
combination of domestic and Quantitative
international equity strategies and Management
the remaining 40% of assets in a Associates LLC
combination of U.S. fixed income,
hedged international bond, real
return assets and exchange-traded
funds. The manager will allocate the
assets of the portfolio across
different investment categories and
subadvisors.
------------------------------------------------------------------------
AST ALLIANCEBERNSTEIN CORE VALUE LARGE AllianceBernstein
PORTFOLIO: seeks long-term capital CAP L.P.
growth by investing primarily in VALUE
common stocks. The subadvisor
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 subadvisor seeks to identify
individual companies with cash flow
potential that may not be recognized
by the market at large.
------------------------------------------------------------------------
AST ALLIANCEBERNSTEIN GROWTH & LARGE AllianceBernstein
INCOME PORTFOLIO: seeks long-term CAP L.P.
growth of capital and income while VALUE
attempting to avoid excessive
fluctuations in market value. The
Portfolio normally will invest in
common stocks (and securities
convertible into common stocks). The
subadvisor 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 LARGE American Century
PORTFOLIO: seeks capital growth with CAP Investment
current income as a secondary VALUE Management, Inc.
objective. The Portfolio invests
primarily in common stocks that
offer potential for capital growth,
and may, consistent with its
investment objective, invest in
stocks that offer potential for
current income. The subadvisor
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.
------------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION ASSET Prudential
PORTFOLIO: seeks to obtain total ALLOCA Investments LLC;
return consistent with its specified TION Quantitative
level of risk. The Portfolio Management
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 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.
------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO LARGE BlackRock
(formerly AST Value Portfolio): CAP Investment
seeks maximum growth of capital by VALUE Management LLC
investing primarily in the value
stocks of larger companies. The
Portfolio pursues its objective,
under normal market conditions, by
primarily investing at least 80% of
the value of its assets in the
equity securities of large-sized
companies included in the Russell
1000(R) Value Index. The subadvisor
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 BOND PORTFOLIOS 2017, 2018, FIXED Prudential
2019, 2020, 2021 AND 2022: each AST INCOME Investment
Bond Portfolio seeks the highest Management, Inc.
potential total return consistent
with its specified level of risk
tolerance to meet the parameters
established to support the GRO
benefits and maintain liquidity to
support changes in market conditions
for the fixed maturity year
indicated in its name. Please note
that you may not make purchase
payments to each Portfolio, and that
each Portfolio is available only
with certain living benefits.
------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION ASSET Prudential
PORTFOLIO: seeks to obtain total ALLOCA Investments LLC;
return consistent with its specified TION Quantitative
level of risk. The Portfolio Management
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 ASSET CLS Investments,
PORTFOLIO: seeks the highest ALLOCA LLC
potential total return consistent TION
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 60% to 80% of its net
assets to underlying portfolios and
ETFs investing primarily in equity
securities, and from 20% to 40% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.
------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION ASSET CLS Investments,
PORTFOLIO: seeks the highest ALLOCA LLC
potential total return consistent TION
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 net
assets to underlying portfolios and
ETFs investing primarily in equity
securities, and from 40% to 60% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.
------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO: SPECIALTY Cohen & Steers
seeks to maximize total return Capital
through investment in real estate Management, Inc.
securities. The Portfolio pursues
its investment objective by
investing, under normal
circumstances, at least 80% of its
net assets in common stocks and
other equity securities issued by
real estate companies, such as real
estate investment trusts (REITs).
Under normal circumstances, the
Portfolio will invest substantially
all of 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).
------------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
---------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH SMALL Federated Equity
PORTFOLIO: seeks capital growth. The CAP Management
Portfolio pursues its investment GROWTH Company of
objective by investing primarily in Pennsylvania/
the stocks of small companies that Federated Global
are traded on national security Investment
exchanges, NASDAQ stock exchange and Management Corp.
the over- the-counter-market. Small
companies will be defined as
companies with market
capitalizations similar to companies
in the Russell 2000 and S&P 600
Small Cap Index.
---------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION ASSET Pyramis Global
PORTFOLIO: seeks to maximize ALLOCA Advisors, LLC a
potential total return. In seeking TION Fidelity
to achieve the Portfolio's Investments
investment objective, the company
Portfolio's assets will be allocated
across six uniquely specialized
investment strategies (collectively,
the Investment Strategies). The
Portfolio will have four 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). Pyramis is
a registered service mark of FMR
LLC. Used under license.
---------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET ASSET First Trust Advisors
PORTFOLIO: seeks long-term capital ALLOCA L.P.
growth balanced by current income. TION
The Portfolio seeks to achieve its
objective by investing approximately
65% in equity securities 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.
---------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION ASSET First Trust Advisors
TARGET PORTFOLIO: seeks long-term ALLOCA L.P.
capital growth. The Portfolio seeks TION
to achieve its objective by
investing approximately 80% in
equity securities 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 screens to select
bonds from the Dow Jones Corporate
Bond Index or like-bonds not in the
index.
---------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO: SPECIALTY Prudential Real
seeks capital appreciation and Estate Investors
income. The Portfolio will normally
invest at least 80% of its liquid
assets (net assets plus any
borrowing made for investment
purposes) in equity-related
securities of real estate companies.
The Portfolio will invest in
equity-related securities of real
estate companies on a global basis
and 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 LARGE Goldman Sachs
GROWTH PORTFOLIO: seeks long-term CAP Asset Management,
growth of capital. The Portfolio GROWTH L.P.
will pursue its objective by
investing primarily in equity
securities of companies that the
subadvisor 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 subadvisor to
be positioned for long-term growth.
---------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH MID CAP Goldman Sachs
PORTFOLIO: seeks long-term growth of GROWTH Asset Management,
capital. The Portfolio pursues its L.P.
investment objective, by investing
primarily in equity securities
selected for their growth potential,
and normally invests at least 80% of
the value of its assets in
medium-sized companies. Medium-sized
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 subadvisor
seeks to identify individual
companies with earnings growth
potential that may not be recognized
by the market at large.
---------------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
-----------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE SMALL Goldman Sachs
PORTFOLIO: seeks long-term capital CAP Asset Management,
appreciation. The Portfolio will VALUE L.P.
seek its objective through
investments primarily in equity
securities that are believed to be
undervalued in the marketplace. The
Portfolio will invest, under normal
circumstances, at least 80% of the
value of its assets plus any
borrowings for investment purposes
in small 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 FIXED J.P. Morgan
maximum total return, consistent INCOME Investment
with preservation of capital and Management, Inc.;
prudent investment management. The Prudential
Portfolio will invest, under normal Investment
circumstances, at least 80% of its Management, Inc.
net assets plus any borrowings for (PIM)
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
subadvisor to be of comparable
quality.
-----------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION ASSET Horizon
PORTFOLIO: seeks the highest ALLOCA Investments, LLC
potential total return consistent TION
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 60% to 80% of its net
assets to underlying portfolios and
ETFs investing primarily in equity
securities, and from 20% to 40% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.
-----------------------------------------------------------------------
AST HORIZON MODERATE ASSET ASSET Horizon
ALLOCATION PORTFOLIO: seeks the ALLOCA Investments, LLC
highest potential total return TION
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 net
assets to underlying portfolios and
ETFs investing primarily in equity
securities, and from 40% to 60% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.
-----------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO: INTER Marsico Capital
seeks long-term capital growth. NATIONAL Management, LLC;
Under normal circumstances, the EQUITY William Blair &
Portfolio invests at least 80% of Company, LLC
the value of its assets in
securities of issuers that are
economically tied to countries other
than the United States. Although the
Portfolio intends to invest at least
80% of its assets in the securities
of issuers located 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: INTER LSV Asset
seeks long-term capital NATIONAL Management;
appreciation. The Portfolio normally EQUITY Thornburg
invests at least 80% of the Investment
Portfolio's assets in equity Management, Inc.
securities. The Portfolio 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: FIXED Prudential
seeks to maximize total return, INCOME Investment
consistent with the preservation of Management, Inc.
capital and liquidity needs to meet
the parameters established to
support the Highest Daily Lifetime
Income and Highest Daily Lifetime 6
Plus benefits. Please note that you
may not make purchase payments, or
transfer Account Value to or from,
this Portfolio, and that this
Portfolio is available only with
certain living benefits.
-----------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
-------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH LARGE Jennison Associates
PORTFOLIO: seeks long-term growth of CAP LLC
capital. Under normal market GROWTH
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 growth
investment style and will invest in
stocks it believes could experience
superior sales or earnings growth,
or high returns on equity and
assets. Stocks are selected on a
company-by-company basis using
fundamental analysis. 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 LARGE Jennison Associates
PORTFOLIO: seeks capital CAP LLC
appreciation. Under normal market VALUE
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
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 JPMORGAN INTERNATIONAL EQUITY INTER J.P. Morgan
PORTFOLIO: seeks long-term capital NATIONAL Investment
growth by investing in a diversified EQUITY Management, Inc.
portfolio of international equity
securities. The Portfolio seeks to
meet its objective by investing,
under normal market conditions, at
least 80% of its assets in a
diversified portfolio of equity
securities of companies located or
operating in developed non-U.S.
countries and 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 ASSET J.P. Morgan
OPPORTUNITIES PORTFOLIO (formerly ALLOCA Investment
AST UBS Dynamic Alpha Portfolio): TION Management, Inc.
seeks to maximize total return,
consisting of capital appreciation
and current income. The Portfolio
invests in securities and financial
instruments to gain exposure to
global equity, global fixed income
and cash equivalent markets,
including global currencies. The
Portfolio may invest in equity and
fixed income securities of issuers
located within and outside the
United States or in open-end
investment companies advised by J.P.
Morgan Investment Management, Inc.,
the Portfolio's subadvisor, to gain
exposure to certain global equity
and global fixed income markets.
-------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO: seeks LARGE Eaton Vance
current income and long-term growth CAP Management;
of income, as well as capital VALUE Hotchkis and Wiley
appreciation. The Portfolio invests, Capital
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 FIXED Lord, Abbett & Co.
PORTFOLIO: seeks high current income INCOME LLC
and the opportunity for capital
appreciation to produce a high total
return. To pursue this objective
under normal market conditions, the
Fund will invest at least 80% of its
net assets in bonds, debentures and
other fixed income securities. The
Fund's investments primarily include
the following types of securities
and other financial instruments:
U.S. investment grade fixed income
securities; U.S. high yield
securities ("non-investment grade"
or "junk" bonds); foreign securities
(including emerging market
securities); convertible securities;
mortgage-related and other
asset-backed securities; and equity
securities. In addition, the Fund
may invest in derivative
instruments, such as options,
futures contracts, forward contracts
or swap agreements. The Fund may use
such instruments in order seek to
enhance returns, to attempt to hedge
some of its investment risk, or as a
substitute position for holding the
underlying asset on which the
derivative instrument is based. The
duration of the Fund's portfolio of
debt securities will normally be
between three and seven years, with
an average effective portfolio
maturity of five to twelve years.
-------------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
-------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH LARGE Marsico Capital
PORTFOLIO: seeks capital growth. CAP Management, LLC
Income realization is not an GROWTH
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
subadvisor 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 subadvisor has observed.
The subadvisorthen 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: INTER Massachusetts
seeks capital growth. Under normal NATIONAL Financial Services
circumstances the Portfolio invests EQUITY Company
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 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 LARGE Massachusetts
long-term capital growth and future, CAP Financial Services
rather than current income. Under GROWTH Company
normal market 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 subadvisor uses a "bottom up" as
opposed to a "top down" investment
style in managing the Portfolio.
-------------------------------------------------------------------------
AST MID CAP VALUE PORTFOLIO: seeks MID CAP EARNEST Partners
to provide capital growth by VALUE LLC; WEDGE
investing primarily in Capital
mid-capitalization stocks that 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(R)
Value Index during the previous
12-months based on month-end data.
-------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO: seeks FIXED Prudential
high current income while INCOME Investment
maintaining high levels of Management, Inc.
liquidity. The Portfolio invests 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 MID CAP LSV Asset
VALUE PORTFOLIO: seeks capital VALUE Management;
growth. Under normal market Neuberger Berman
conditions, the Portfolio invests at Management LLC
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) Value 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. subadvisor
Neuberger Berman looks for
well-managed companies whose stock
prices are undervalued and that may
rise in price before other investors
realize their worth. LSV Asset
Management (LSV) follows an active
investment strategy utilizing a
quantitative investment model to
evaluate and recommend investment
decisions for its portion of the
Portfolio in a bottom-up, contrarian
value approach
-------------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
---------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH MID CAP Neuberger Berman
PORTFOLIO: seeks capital growth. GROWTH Management LLC
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 capitalizations of
companies in the Russell Midcap(R)
Growth Index. Using fundamental
research and quantitative analysis,
the subadvisor 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 SMALL Neuberger Berman
GROWTH PORTFOLIO*: seeks maximum CAP Management LLC
growth of investors' capital from a GROWTH
portfolio of 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 INTER Parametric Portfolio
EQUITY PORTFOLIO: seeks long-term NATIONAL Associates LLC
capital appreciation. The Portfolio EQUITY
normally invests at least 80% of its
net assets in equity securities of
issuers (i) located in emerging
market countries, which are
generally those not considered to be
developed market countries, or
(ii) included (or considered for
inclusion) as emerging markets
issuers in one or more broad-based
market indices. 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 FIXED Pacific Investment
PORTFOLIO: seeks to maximize total INCOME Management
return consistent with preservation Company LLC
of capital and prudent investment (PIMCO)
management. The Portfolio will
invest, 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. The average portfolio
duration normally varies within a
one-to-three year time-frame based
on the subadvisor's forecast of
interest rates.
---------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND FIXED Pacific Investment
PORTFOLIO: seeks to maximize total INCOME Management
return consistent with preservation Company LLC
of capital and prudent investment (PIMCO)
management. The Portfolio will
invest, 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. The average portfolio
duration normally varies within two
years (+/-) of the duration of the
Barclay's Capital U.S. Aggregate
Bond Index.
---------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION ASSET Prudential
PORTFOLIO: seeks to obtain total ALLOCA Investments LLC;
return consistent with its specified TION Quantitative
level of risk. The Portfolio Management
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 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.
---------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO: LARGE Quantitative
seeks long term capital CAP Management
appreciation. The portfolio utilizes BLEND Associates LLC
a long/short investment strategy and
will normally invest at least 80% of
its net assets plus borrowings in
equity and equity related securities
of US 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.
---------------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
-----------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD ASSET Schroder
STRATEGIES (formerly known as AST ALLOCA Investment
American Century Strategic TION Management North
Allocation Portfolio): seeks America Inc.
long-term capital appreciation
through a global flexible asset
allocation approach. This asset
allocation approach entails
investing in traditional asset
classes, such as equity and
fixed-income investments, and
alternative asset classes, such as
investments in real estate,
commodities, currencies, private
equity, non-investment grade bonds,
Emerging Market Debt and absolute
return strategies. The sub-advisor
seeks to emphasize the management of
risk and volatility. Exposure to
different asset classes and
investment strategies will vary over
time based upon the sub advisor's
assessments of changing market,
economic, financial and political
factors and events.
-----------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO: SMALL Eagle Asset
seeks long-term capital growth. The CAP Management, Inc.
Portfolio pursues its objective by GROWTH
investing, 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) Growth Index at the
time of the Portfolio's investment.
-----------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO: seeks SMALL ClearBridge
to provide long-term capital growth CAP Advisors, LLC; J.P.
by investing primarily in VALUE Morgan Investment
small-capitalization stocks that Management, Inc.;
appear to be undervalued. The Lee Munder Capital
Portfolio invests, under normal Group, LLC
circumstances, at least 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.
Securities of companies whose market
capitalizations no longer meet the
definition of small capitalization
companies after purchase by the
Portfolio will still be considered
to be small capitalization companies
for purposes of the Portfolio's
policy of investing, under normal
circumstances, at least 80% of the
value of its assets in small
capitalization companies.
-----------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION ASSET T. Rowe Price
PORTFOLIO: seeks a high level of ALLOCA Associates, Inc.
total return by investing primarily TION
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
subadvisor's outlook for the
markets. The subadvisor concentrates
common stock investments in larger,
more established companies, but the
Portfolio may include small and
medium-sized companies with good
growth prospects. The fixed income
portion of the Portfolio will be
allocated among investment grade
securities, high yield or "junk"
bonds, emerging market securities,
foreign high quality debt securities
and cash reserves.
-----------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND FIXED T. Rowe Price
PORTFOLIO: seeks to provide high INCOME International, Inc.
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-related 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 subadvisor
believes that the currency risk can
be minimized through hedging. The
Portfolio may also invest in
convertible securities, commercial
paper and bank debt and loan
participations. The Portfolio may
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.
-----------------------------------------------------------------------

INVESTMENT OBJECTIVES/POLICIES STYLE/ PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
--------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH LARGE T. Rowe Price
PORTFOLIO: seeks long-term growth of CAP Associates, Inc.
capital by investing predominantly GROWTH
in the equity securities of a
limited number of large, carefully
selected, high-quality U.S.
companies that are judged likely to
achieve superior earnings growth.
The Portfolio takes a growth
approach to 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 SPECIALTY T. Rowe Price
PORTFOLIO: seeks long-term capital Associates, Inc.
growth primarily through investing
in the common stocks of companies
that own or develop natural
resources (such as energy products,
precious metals and forest products)
and other basic commodities. The
Portfolio invests, under normal
circumstances, at least 80% of the
value of its assets in natural
resource companies. The Portfolio
may also invest in non-resource
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 FIXED Western Asset
PORTFOLIO: seeks to maximize total INCOME Management
return, consistent with prudent Company
investment management and liquidity
needs. 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.
--------------------------------------------------------------------------
FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST
--------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING MODERATE Franklin Templeton
FUNDS ALLOCATION FUND: Seeks capital ALLOCA Services, LLC
appreciation, with income as a TION
secondary goal. The Fund normally
invests equal portions in Class 1
shares of Franklin Income Securities
Fund; Mutual Shares Securities Fund;
and Templeton Growth Securities Fund.
--------------------------------------------------------------------------

* AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO. Effective on or about the
close of business on April 29, 2011, and contingent upon shareholder
approval and the satisfaction of certain customary closing conditions, the
AST Neuberger Berman Small-Cap Growth Portfolio will be reorganized into
the AST Federated Aggressive Growth Portfolio.

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, subject to the pre-determined mathematical
formula inherent in the benefit. 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 Portfolios
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

Group II: Custom Portfolios Program

Highest Daily Lifetime Income AST Academic Strategies Asset Allocation
Highest Daily Lifetime Income with Lifetime Income Accelerator AST Advanced Strategies
Spousal Highest Daily Lifetime Income AST AllianceBernstein Core Value
Highest Daily Lifetime 6 Plus AST AllianceBernstein Growth & Income
Highest Daily Lifetime 6 Plus with LIA AST American Century Income & Growth
Spousal Highest Daily Lifetime 6 Plus AST Balanced Asset Allocation
GRO Plus II AST BlackRock Value
Highest Daily GRO II AST CLS Growth Asset Allocation
Highest Anniversary Value Death Benefit AST CLS Moderate Asset Allocation
Combination 5% Roll-Up and HAV Death Benefit AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST Federated Aggressive Growth
AST FI Pyramis(R) Asset Allocation
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST Jennison Large-Cap Growth
AST Jennison Large-Cap Value
AST JP Morgan International Equity
AST J.P. Morgan Strategic Opportunities
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 Growth
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies
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 Founding 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 Required
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."

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. In a "gross"
withdrawal, you request a specific withdrawal amount, with the understanding
that the amount you actually receive is reduced by each applicable amount. In
a "net" withdrawal, you request a withdrawal for an exact dollar amount, with
the understanding that any amount deducted (e.g., for a CDSC) is taken from
your remaining Unadjusted Account Value. If you request a gross withdrawal,
you may receive less than the specified dollar amount, as any applicable CDSC
and tax withholding would be deducted from the amount you requested (although
any MVA will not be applied to the amount you receive, but instead will be
applied to your Unadjusted Account Value). If you request a net withdrawal, a
larger amount may be deducted from your Unadjusted Account Value in order for
you to receive the specified dollar amount after any applicable CDSC, MVA and
tax withholding is assessed. 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 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 transfer. Renewals or transfers of Account Value from an MVA
Option within the 30 days immediately preceding the end of its Guarantee
Period are not subject to the Transfer Fee and are not counted toward the
twenty free transfers. Similarly, transfers made under our 6 or 12 Month DCA
Program and transfers made pursuant to a formula used with an optional benefit
are not subject to the Transfer Fee and are not counted toward the twenty free
transfers. Transfers made through any electronic method or program we specify
are not counted toward the twenty free transfers. The transfer fee is deducted
pro rata from all Sub-accounts in which you maintain Account Value immediately
subsequent to the transfer.

ANNUAL MAINTENANCE FEE: Prior to Annuitization, we deduct an Annual
Maintenance Fee. The Annual Maintenance Fee is equal to $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.

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, and we may charge for these taxes in the future.

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 Annuity.

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 Income Benefit, 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: An initial Purchase Payment is considered the first
Purchase Payment received by us in Good Order. This is the payment that issues
your Annuity. All subsequent Purchase Payments allocated to the Annuity will
be considered Additional Purchase Payments. 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. WE MAY APPLY CERTAIN LIMITATIONS,
RESTRICTIONS, AND/OR UNDERWRITING STANDARDS AS A CONDITION OF OUR ISSUANCE OF
AN ANNUITY AND/OR ACCEPTANCE OF PURCHASE PAYMENTS. 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.

SPECULATIVE INVESTING: Do not purchase this Annuity if you, anyone acting on
your behalf, and/or anyone providing advice to you plan to use it, or any of
its riders, for speculation, arbitrage, viatication or any other type of
collective investment scheme now or at any time prior to termination of the
Annuity. Your Annuity may not be traded on any stock exchange or secondary
market. By purchasing this Annuity, you represent and warrant that you are not
using this Annuity, or any of its riders, for speculation, arbitrage,
viatication or any other type of collective investment scheme.

Currently, we will not issue an Annuity, permit changes in ownership or
assignments to certain ownership types, including but not limited to:
corporations, partnerships and endowments. Further, we will only issue an
Annuity, allow changes of ownership and/or permit assignments to certain
ownership types if the funds being used to purchase the Annuity are
exclusively for the benefit of the designated annuitant. These rules are
subject to state law. Additionally, we will not permit election or re-election
of any optional death benefit or optional living benefit by certain ownership
types. We may issue an Annuity in ownership structures where the annuitant is
also the participant in a Qualified or Non-Qualified employer sponsored plan
and the Annuity represents his or her segregated interest in such plan. We
reserve the right to further limit, restrict and/or change to whom we will
issue an Annuity in the future, to the extent permitted by state law. Further,
please be aware that we do not provide administration for employer-sponsored
plans and may also limit the number of plan participants that elect to use our
Annuity as a funding vehicle.

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 (i) for Annuities that are not entity-owned, the oldest Owner's
86/th/ birthday or (ii) for entity-owned Annuities, the 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.

Each additional Purchase Payment will be allocated to the Investment Options
according to the instructions you provide with such Purchase Payment. You may
not provide allocation instructions that apply to more than one additional
Purchase Payment. Thus, if you have not provided allocation instructions with
a particular 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 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%.

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 and you make an initial Purchase Payment of
$450,000. We would apply a 6.0% Purchase Credit to your Purchase Payment and
allocate the amount of the Purchase Credit ($27,000 = $450,000 X .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.

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.

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
30/th/ 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;
.. a designation change if the change request is received at our Service
Office after the Annuity Date; and
.. 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, BUT ARE NOT OBLIGATED TO PROCESS YOUR REQUEST
WITHIN ANY PARTICULAR TIME FRAME. 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 Minimum 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 within the meaning of the tax law upon
the death of the first partner 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 Minimum 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, without the imposition of a
market value adjustment.
.. 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 Income) 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
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 and an MVA Option, 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 Financial Professional 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 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
For a non-qualified Annuity, 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
For a non-qualified Annuity, 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 about non-qualified Annuities and for information about
qualified Annuities, 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 (excluding Purchase Credits)
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 "gross" withdrawal, in which you ask for a specific
withdrawal amount, with the understanding that the amount you actually receive
is reduced by each applicable amount. If you request a gross withdrawal, you
may receive less than the specified dollar amount, as any applicable CDSC and
tax withholding would be deducted from the amount you requested (although

any MVA will not be applied to the amount you receive, but instead will be
applied to your Unadjusted Account Value). In a "net" withdrawal, you request
a withdrawal for an exact dollar amount, with the understanding that any
amount deducted (e.g., for a CDSC) is taken from your remaining Unadjusted
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 Unadjusted 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 Unadjusted 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 Unadjusted 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
INCOME OR HIGHEST DAILY LIFETIME 6 PLUS BENEFITS (OR THE LIA AMOUNT, UNDER
HIGHEST DAILY LIFETIME INCOME WITH LIA OR 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 25/th/ and December 31/st/ of a given year,
then we will implement the withdrawal on December 28 or on the last Valuation
Day prior to December 28/th/ 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 25/th/ and December 31/st/ of a given year, then we
will implement the Required Minimum Distribution on December 28 or on the last
Valuation Day prior to December 28/th/ 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. The CDSC and this
waiver are 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).

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 next 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.
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 Income
.. Highest Daily Lifetime Income with Lifetime Income Accelerator
.. Spousal Highest Daily Lifetime Income
.. Highest Daily Lifetime 6 Plus Income Benefit (HD6 Plus)*
.. Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator (HD6 Plus
with LIA)*
.. Spousal Highest Daily Lifetime 6 Plus Income Benefit (SH6 Plus)*
.. Highest Daily Guaranteed Return Option II (HD GRO II) **
.. Guaranteed Return Option Plus II (GRO PLUS II)**

* No longer available for new elections in a given State, once counterpart
Highest Daily Lifetime Income is approved in that State.
** No longer available for new elections, except for Annuities issued with an
application signed prior to January 24, 2011, subject to firm approval.

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.
Highest Daily Lifetime Income, Highest Daily Lifetime Income with LIA, Spousal
Highest Daily Lifetime Income, Highest Daily Lifetime 6 Plus, Highest Daily
Lifetime 6 Plus with LIA, and Spousal Highest Daily Lifetime 6 Plus use one
pre-determined mathematical formula. GRO Plus II and HD GRO II each uses a
separate and different pre-determined mathematical formula. Under the
pre-determined mathematical formula used with the Highest Daily Lifetime
Income and Highest Daily Lifetime 6 Plus Income benefits, your Account Value
may be transferred between certain "permitted Sub-accounts" on the one hand
and the AST Investment Grade Bond Sub-account on the other hand. Under each
pre-determined mathematical formula used with GRO Plus II and HD GRO II, your
Account Value may be transferred between certain "permitted Sub-accounts" on
the one hand and a Sub-account within a group of bond portfolio Sub-accounts
differing with respect to their target maturity date on the other hand. The
formulas differ because of the nature of the underlying guarantees, and thus
could result in different transfers of account value over time. We are not
providing you with investment advice through the use of any of the formulas.

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.
Highest Daily Lifetime Income is one example of this type of benefit. Please
note that Highest Daily Lifetime 6 Plus, Highest Daily Lifetime 6 Plus with
LIA, and Spousal Highest Daily Lifetime 6 Plus are no longer available for new
elections in a given State, once the counterpart Highest Daily Lifetime Income
benefit is approved in that State. PLEASE SEE APPENDIX C OF THIS PROSPECTUS
FOR COMPLETE DETAILS CONCERNING THE HIGHEST DAILY LIFETIME 6 PLUS SUITE OF
BENEFITS.

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 note that
HD GRO II and GRO Plus II are no longer available for new elections, except
for Annuities issued prior to January 24, 2011, subject to firm approval.

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 not
provide the same guarantees and/or 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 INCOME(R) BENEFIT
Highest Daily Lifetime Income 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 reserve the
right, in our sole discretion, to cease offering this benefit, at any time.

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 Income 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 Income 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 Income
Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and the
AST Investment Grade Bond Sub-account."

The income benefit under Highest Daily Lifetime Income currently is based on a
single "designated life" who is at least 45 years old on the date that the
benefit is acquired. Highest Daily Lifetime Income 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 Income 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 HIGHEST DAILY LIFETIME INCOME. AS TO THE IMPACT OF SUCH A
SCENARIO ON ANY OTHER OPTIONAL BENEFIT YOU MAY HAVE, PLEASE SEE THE APPLICABLE
SECTION IN THIS PROSPECTUS. FOR EXAMPLE, IF THE ANNUITY TERMINATES IN THIS
SCENARIO, YOU WOULD NO LONGER HAVE ANY OPTIONAL DEATH BENEFIT THAT YOU MAY
HAVE ELECTED (SEE THE OPTIONAL DEATH BENEFITS SECTION OF THIS PROSPECTUS).

You may also participate in the 6 or 12 Month DCA Program if you elect Highest
Daily Lifetime Income, subject to the 6 or 12 Month DCA Program's rules. See
the section of this prospectus entitled "6 or 12 Month Dollar Cost Averaging
Program" for details.

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 withdrawal. 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 5% 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 12/th/ Anniversary
of the effective date of the benefit, your Periodic Value on the 12/th/
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% 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% 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.

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 the examples that begin immediately prior to the sub-heading below
entitled "Example of dollar-for-dollar reductions").

KEY FEATURE - ANNUAL INCOME AMOUNT UNDER HIGHEST DAILY LIFETIME INCOME
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: 3% for ages 45-54; 4% for ages 55 to less than 59 1/2; 5%
for ages 59 1/2 to 84, and 6% for ages 85 or older. Under Highest Daily
Lifetime Income, 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.

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 TAX WITHHOLDING (E.G.,
$240) BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE (ALTHOUGH AN MVA
MAY ALSO BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE, IT IS NOT
CONSIDERED FOR PURPOSES OF DETERMINING EXCESS INCOME). 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 TAX WITHHOLDING (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 TAX WITHHOLDING) 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 Income 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: 3% for ages 45 -54 ; 4% for ages 55 to less than 59 1/2;
5% for ages 59 1/2 to 84, and 6% for ages 85 or 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 Income. 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: 3% for
ages 45 - 54; 4% for ages 55 to less than 59 1/2; 5% for ages 59 1/2--84, and
6% for ages 85 or 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 Income 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 Income 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.

Highest Daily Lifetime Income 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 Income, 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
Income or any other fees and charges under the Annuity. Assume the following
for all three examples:
. The Issue Date is November 1, 2011
. Highest Daily Lifetime Income is elected on August 1, 2012
. The Annuitant was 70 years old when he/she elected Highest Daily
Lifetime Income

EXAMPLE OF DOLLAR-FOR-DOLLAR REDUCTIONS
On October 24, 2012, 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 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, 2012) 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 29, 2012 and the Unadjusted Account Value at the time and
immediately prior to this withdrawal is $118,000. The first $3,500 of this
withdrawal reduces the Annual Income Amount for that Annuity Year to $0. The
remaining withdrawal amount of $1,500 reduces the Annual Income Amount in
future Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Unadjusted Account Value immediately prior to the excess
withdrawal. (Note that if there are other future withdrawals in that Annuity
Year, each would result in another proportional reduction to the Annual Income
Amount).

HERE IS THE CALCULATION:

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

EXAMPLE OF HIGHEST DAILY AUTO STEP-UP
On each Annuity Anniversary date after the first Lifetime Withdrawal, the
Annual Income Amount is stepped-up if the appropriate percentage (based on the
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 29 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 84 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 30 and
October 31 Valuation Days occur after the excess withdrawal on October 29.

HIGHEST DAILY VALUE ADJUSTED ANNUAL
UNADJUSTED (ADJUSTED FOR WITHDRAWAL INCOME AMOUNT (5% OF THE
DATE* ACCOUNT VALUE AND PURCHASE PAYMENTS)** HIGHEST DAILY VALUE)
----- ------------- ------------------------ ------------------------

October 26, 2012 $119,000.00 $119,000.00 $5,950.00
October 29, 2012 $113,000.00 $113,986.95 $5,699.35
October 30, 2012 $113,000.00 $113,986.95 $5,699.35
October 31, 2012 $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 29 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 adjusted October 29 Highest Daily Value, $113.986.98, is carried
forward to the next Valuation Date of October 30. At this time, we
compare this amount to the Unadjusted Account Value on October 30,
$113,000. Since the October 29 adjusted Highest Daily Value of
$113,986.98 is higher than the October 30 value, we will continue to
carry $113,986.98 forward to the next and final Valuation Day of
October 31. The Unadjusted Account Value on October 31, $119,000.00,
becomes the final Highest Daily Value since it exceeds the $113,986.98
carried forward.

In this example, the final Highest Daily Value of $119,000.00 is converted to
an Annual Income Amount based on the applicable percentage of 5%, generating
an Annual Income 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, 2012 and continuing through October 31, 2013, 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 Income. 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 Highest Daily Lifetime Income. 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
Highest Daily Lifetime Income. 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 guarantee on the twelfth anniversary
of the benefit effective date, described above, by the percentage the total
withdrawal amount (including any applicable CDSC) 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.

Assume the following:
. The Issue Date is December 1, 2011
. Highest Daily Lifetime Income is elected on September 4, 2012
. The Unadjusted Account Value at benefit election was $105,000
. The Annuitant was 70 years old when he/she elected Highest Daily
Lifetime Income
. No previous withdrawals have been taken under Highest Daily Lifetime
Income
. On October 3, 2012, the Protected Withdrawal Value is $125,000, the
12/th/ benefit year minimum Periodic Value guarantee is $210,000, and
the Unadjusted Account Value is $120,000. Assuming $15,000 is withdrawn
from the Annuity on October 3, 2012 and is designated as a Non-Lifetime
Withdrawal, all guarantees associated with Highest Daily Lifetime Income
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:

Withdrawal amount $ 15,000
Divided by Unadjusted 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
12th benefit year Minimum Periodic Value $183,750

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 Highest Daily Lifetime Income 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 INCOME
.. 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 Income, 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, HIGHEST DAILY
LIFETIME INCOME 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 Service 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 Highest Daily Lifetime Income are subject to all of the
terms and conditions of the Annuity, including any applicable CDSC for the
Non-Lifetime Withdrawal as well as withdrawals that exceed the Annual
Income Amount. If you have an active Systematic Withdrawal program running
at the time you elect this benefit, the first Systematic Withdrawal that
processes after your election of the benefit will be deemed a Lifetime
Withdrawal. Withdrawals made while Highest Daily Lifetime Income 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.
.. No CDSC is applicable to any Lifetime Withdrawal that is less than or equal
to the Annual Income Amount, even if the total amount of such withdrawals
in any Annuity Year exceeds any maximum free withdrawal amount described in
the Annuity. Such Lifetime Withdrawals are not treated as withdrawals of
Purchase Payments. Each withdrawal of Excess Income is subject to any
applicable CDSC if the withdrawal is greater than the Free Withdrawal
amount under the Annuity.
.. 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 Options." You can find a copy of the AST Investment
Grade Bond Portfolio prospectus by going to www.prudentialannuities.com.
.. Transfers to and from the elected Sub-accounts, the DCA MVA Options, and
the AST Investment Grade Bond Sub-account triggered by the Highest Daily
Lifetime Income 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 (as defined below). 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 Income is 0.95% annually of
the greater of the Unadjusted Account Value and Protected Withdrawal Value.
The maximum charge for Highest Daily Lifetime Income 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, 0.2375% 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 Highest Daily Lifetime Income 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 Income, 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 Income. Similarly, any change of
Owner will result in cancellation of Highest Daily Lifetime Income, except if
(a) the new Owner has the same taxpayer identification number as the previous
Owner, (b) ownership is transferred from a custodian or other entity 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 Income 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 Income
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 INCOME, YOU LOSE THE GUARANTEES THAT YOU HAD
ACCUMULATED UNDER YOUR EXISTING BENEFIT AND YOUR GUARANTEES UNDER HIGHEST
DAILY LIFETIME INCOME WILL BE BASED ON YOUR UNADJUSTED ACCOUNT VALUE ON THE
EFFECTIVE DATE OF HIGHEST DAILY LIFETIME INCOME. You and your Financial
Professional should carefully consider whether terminating your existing
benefit and electing Highest Daily Lifetime Income 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 Income 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 Income 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 Income 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.
However, if the amount in the Sub-accounts is not enough to pay the charge, we
will reduce the fee to no more than the amount in the Sub-accounts. 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., Static
Re-balancing 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, Highest Daily Lifetime
Income terminates upon Due Proof of Death. The spouse may newly elect the
benefit subject to the restrictions discussed above.

HOW HIGHEST DAILY LIFETIME INCOME/SPOUSAL HIGHEST DAILY LIFETIME INCOME
TRANSFERS UNADJUSTED ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE
AST INVESTMENT GRADE BOND SUB-ACCOUNT
An integral part of Highest Daily Lifetime Income (including Highest Daily
Lifetime Income with LIA and Spousal Highest Daily Lifetime Income) 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"). Only the
pre-determined mathematical formula can transfer Unadjusted Account Value to
and from the AST Investment Grade Bond Sub-account, and thus you may not
allocate Purchase Payments to or make transfers to or from the AST Investment
Grade Bond Sub-account. The formula is set forth in Appendix H (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 Income. 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
Income 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 transferred from the DCA MVA Options. For
purposes of the discussion below concerning transfers from the Permitted
Sub-accounts to the AST Investment Grade Bond Sub-account, amounts held within
the DCA MVA Options are included within the term "Permitted Sub-accounts".
Thus, amounts may be transferred from the DCA MVA Options in the circumstances
described above and in the section of the prospectus entitled 6 or 12 Month
Dollar Cost Averaging Program. Any transfer dictated by the formula out of the
AST Investment Grade Bond Sub-account will only be transferred to the
Permitted Sub-accounts, not the DCA MVA Options. We will not assess any Market
Value Adjustment with respect to transfers under the formula from the DCA MVA
Options.

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

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 4, 2012 -- 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 5, 2012- 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 4, 2012.
. On September 5, 2012 -- (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
Income, the values we use to compare to the Target Ratio will be fixed. For
newly-issued Annuities that elect Highest Daily Lifetime Income and existing
Annuities that elect Highest Daily Lifetime Income 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.

. 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 Income /Spousal Highest
Daily Lifetime Income;
. 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, 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 Income 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(R) INCOME BENEFIT WITH LIFETIME INCOME ACCELERATOR
We offer another version of Highest Daily Lifetime Income that we call Highest
Daily Lifetime Income with Lifetime Income Accelerator. Highest Daily Lifetime
Income 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. We
reserve the right, in our sole discretion, to cease offering this benefit at
any time.

You may choose Highest Daily Lifetime Income with or without also electing
LIA, however you may not elect LIA without Highest Daily Lifetime Income and
you must elect the LIA benefit at the time you elect Highest Daily Lifetime
Income. If you elect Highest Daily Lifetime Income without LIA and would like
to add the feature later, you must first terminate Highest Daily Lifetime
Income and elect Highest Daily Lifetime Income with LIA (subject to
availability and benefit re-election provisions). Please note that if you
terminate Highest Daily Lifetime Income and elect Highest Daily Lifetime
Income 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 Income 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 Income with LIA benefit is in
effect, you must allocate your Unadjusted Account Value in accordance with the
Permitted Sub-account(s) with this benefit. The income benefit under Highest
Daily Lifetime Income 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 Income apply to this version of the benefit, except as described
herein. As is the case with Highest Daily Lifetime Income, Highest Daily
Lifetime Income 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 Income above for a description of the predetermined
mathematical formula.

Highest Daily Lifetime Income 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 Highest Daily Lifetime Income with LIA, the current charge is
1.30% 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, 0.325% 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 Highest Daily Lifetime Income 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:

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 Highest Daily
Lifetime Income.

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 Income 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. Any withdrawals that are
less than or equal to the LIA Amount (when eligible) but in excess of the free
withdrawal amount available under this Annuity will not incur a CDSC.

AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A WITHDRAWAL THAT IS SUBJECT TO
A CDSC AND/OR TAX WITHHOLDING, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT
ONLY THE AMOUNT YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR
TAX WITHHOLDING, 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 TAX WITHHOLDING DEDUCTED
FROM THE AMOUNT YOU ACTUALLY RECEIVE (ALTHOUGH AN MVA MAY ALSO BE APPLIED TO
YOUR REMAINING UNADJUSTED ACCOUNT VALUE, IT IS NOT CONSIDERED FOR PURPOSES OF
DETERMINING EXCESS INCOME). THE PORTION OF 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 TAX WITHHOLDING (E.G., $240) BE APPLIED TO
YOUR REMAINING UNADJUSTED ACCOUNT VALUE (ALTHOUGH AN MVA MAY ALSO BE APPLIED
TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE, IT IS NOT CONSIDERED FOR PURPOSES
OF DETERMINING AN EXCESS WITHDRAWAL). 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 TAX WITHHOLDING (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 TAX WITHHOLDING) THAT EXCEEDS YOUR LIA AMOUNT WILL BE TREATED
AS AN EXCESS WITHDRAWAL - THEREBY REDUCING YOUR LIA AMOUNT IN SUBSEQUENT YEARS.

No CDSC is applicable to any Lifetime Withdrawal that is less than or equal to
the LIA Amount, even if the total amount of such withdrawals in any Annuity
Year exceeds any maximum free withdrawal amount described in the Annuity. Such
Lifetime Withdrawals are not treated as withdrawals of Purchase Payments. Each
withdrawal that is an Excess Withdrawal is subject to any applicable CDSC if
the withdrawal is greater than the Free Withdrawal amount under the Annuity.

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 (3% for ages 45 - 54; 4% for ages 55 to
less than 59 1/2; 5% for ages 59 1/2 - 84; and 6% for ages 85 or 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.

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

SPOUSAL HIGHEST DAILY LIFETIME(R) INCOME BENEFIT
Spousal Highest Daily Lifetime Income 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 reserve the right, in our sole discretion, to cease
offering this benefit at any time.

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 Spousal Highest Daily
Lifetime Income 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 Income 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
Income /Spousal Highest Daily Lifetime Income Transfers Unadjusted Account
Value Between Your Permitted Sub-accounts and the AST Investment Grade Bond
Sub-account."

Spousal Highest Daily Lifetime Income is the spousal version of Highest Daily
Lifetime Income. 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 Income
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 Income 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 Income
must be elected based on two designated lives, as described below. Each
designated life must be at least 45 years old when the benefit is elected.
Spousal Highest Daily Lifetime Income 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 Income 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 Spousal Highest Daily Lifetime Income. As to the impact of such
a scenario on any other optional benefit you may have, please see the
applicable section in this prospectus. For example, if the Annuity terminates
in this scenario, you would no longer have any optional death benefit that you
may have elected (see the Optional Death Benefits section of this prospectus).

You may also participate in the 6 or 12 Month Dollar Cost Averaging Program if
you elect Spousal Highest Daily Lifetime Income, subject to the 6 or 12 Month
DCA Program's rules. See the section of this prospectus entitled "6 or 12
Month Dollar Cost Averaging Program" for details.

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

(1)the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 5% 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 12th Anniversary
of the effective date of the benefit, your Periodic Value on the 12/th/
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% 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% 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, we use slightly different terms for the
calculation described above. 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 the examples that begin immediately prior to the sub-heading
below entitled "Example of dollar-for-dollar reductions").

KEY FEATURE - ANNUAL INCOME AMOUNT UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME
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: 2.5% for ages 45-54, 3.5% for ages 55 to
less than 59 1/2; 4.5% for ages 59 1/2 to 84, and 5.5% 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
Spousal Highest Daily Lifetime Income, 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 TAX WITHHOLDING, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT
ONLY THE AMOUNT YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR
TAX WITHHOLDING, 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 TAX WITHHOLDING
DEDUCTED FROM THE AMOUNT YOU ACTUALLY RECEIVE (ALTHOUGH AN MVA MAY ALSO BE
APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE, IT IS NOT CONSIDERED FOR
PURPOSES OF DETERMINING EXCESS INCOME). THE PORTION OF 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 TAX
WITHHOLDING (E.G., $240) BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE
(ALTHOUGH AN MVA MAY ALSO BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT
VALUE, IT IS NOT CONSIDERED FOR PURPOSES OF DETERMINING EXCESS INCOME). 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 TAX WITHHOLDING (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 TAX WITHHOLDING) 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 Income 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: 2.5% for ages 45-54, 3.5% for
ages 55 to less than 59 1/2, 4.5% for ages 59 1/2 to 84, and 5.5% for ages 85
and older), and (ii) increase the Protected Withdrawal Value by the amount of
the Purchase Payment (including any associated Purchase Credits).

HIGHEST DAILY AUTO STEP-UP
An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
can result in a larger Annual Income Amount subsequent to your first Lifetime
Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
Date of the Annuity (the "Annuity Anniversary") immediately after your first
Lifetime Withdrawal under the benefit. Specifically, upon the first such
Annuity Anniversary, we identify the Unadjusted Account Value on each
Valuation Day within the immediately preceding Annuity Year after your first
Lifetime Withdrawal. Having identified the highest daily value (after all
daily values have been adjusted for subsequent Purchase Payments and
withdrawals), we then multiply that value by a percentage that varies based on
the age of the younger designated life on the Annuity Anniversary as of which
the step-up would occur. The percentages are 2.5% for ages 45-54, 3.5% for
ages 55 to less than 59 1/2, 4.5% for ages 59 1/2 to 84, and 5.5% 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
Income 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 Income 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".

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

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Spousal Highest Daily
Lifetime Income or any other fees and charges under the Annuity. Assume the
following for all three examples:
. The Issue Date is November 1, 2011
. Spousal Highest Daily Lifetime Income is elected on August 1, 2012
. Both designated lives were 70 years old when they elected Spousal
Highest Daily Lifetime Income.

EXAMPLE OF DOLLAR-FOR-DOLLAR REDUCTIONS
On October 24, 2012, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $5,400 (since the younger designated life is
between the ages of 59 1/2 and 84 at the time of the first Lifetime
Withdrawal, the Annual Income Amount is 4.5% of the Protected Withdrawal
Value, in this case 4.5% 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, 2012) is $2,900. This is the result of a
dollar-for-dollar reduction of the Annual Income Amount ($5,400 less $2,500 =
$2,900).

EXAMPLE OF PROPORTIONAL REDUCTIONS
Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 29, 2012 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $2,900 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $2,100--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 $ 2,900.00
Unadjusted Account Value immediately before excess withdrawal of $2,100 $115,100.00
Excess withdrawal amount $ 2,100.00
Ratio 1.82%
Annual Income Amount $ 5,400.00
Less ratio of 1.82% $ 98.28
Annual Income Amount for future Annuity Years $ 5,301.72

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

Continuing the same example as above, the Annual Income Amount for this
Annuity Year is $6,000. However, the excess withdrawal on October 29 reduces
the amount to $5,301.72 for future years (see above). For the next Annuity
Year, the Annual Income Amount will be stepped up if 4.5% (since the younger
designated life is between 59 1/2 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
$5,301.72. Here are the calculations for determining the daily values. Only
the October 26 value is being adjusted for excess withdrawals as the
October 30 and October 31 Valuation Days occur after the excess withdrawal on
October 29.

HIGHEST DAILY VALUE ADJUSTED ANNUAL
(ADJUSTED FOR WITHDRAWAL INCOME AMOUNT (5% OF THE
DATE* ACCOUNT VALUE AND PURCHASE PAYMENTS)** HIGHEST DAILY VALUE)
----- ------------- ------------------------ ------------------------

October 26, 2012 $119,000.00 $119,000.00 $5,355.00
October 29, 2012 $113,000.00 $113,986.98 $5,129.41
October 30, 2012 $113,000.00 $113,986.98 $5,129.41
October 31, 2012 $119,000.00 $119,000.00 $5,355.00

. This amount ($116,100) is further reduced by 1.82% (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 $113,986.98.
. The adjusted October 29 Highest Daily Value, $113.986.98, is carried
forward to the next Valuation Date of October 30. At this time, we
compare this amount to the Unadjusted Account Value on October 30,
$113,000. Since the October 29 adjusted Highest Daily Value of
$113,986.98 is higher than the October 30 value, we will continue to
carry $113,986.98 forward to the next and final Valuation Day of
October 31. The Unadjusted Account Value on October 31, $119,000.00,
becomes the final Highest Daily Value since it exceeds the $113,986.98
carried forward.

In this example, the final Highest Daily Value of $119,000.00 is converted to
an Annual Income Amount based on the applicable percentage of 4.5%, generating
an Annual Income Amount of $5,355.00. Since this amount is higher than the
current year's Annual Income Amount of $5,301.72 (adjusted for excess
withdrawals), the Annual Income Amount for the next Annuity Year, starting on
November 1, 2012 and continuing through October 31, 2013, will be stepped-up
to $5,355.00.

NON-LIFETIME WITHDRAWAL FEATURE
You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Spousal Highest Daily Lifetime Income. 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 Spousal Highest Daily Lifetime Income.
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 Spousal Highest Daily Lifetime Income. If you don't elect the
Non-Lifetime Withdrawal, the first withdrawal you make will be the first
Lifetime Withdrawal that establishes your Protected Withdrawal Value and
Annual Income Amount. Once you elect the Non-Lifetime Withdrawal or Lifetime
Withdrawals, no additional Non-Lifetime withdrawals may be taken.

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

EXAMPLE - NON-LIFETIME WITHDRAWAL (PROPORTIONAL REDUCTION)
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, 2011
. Spousal Highest Daily Lifetime Income is elected on September 4, 2012
. The Unadjusted Account Value at benefit election was $105,000
. Each designated life was 70 years old when he/she elected Spousal
Highest Daily Lifetime Income
. No previous withdrawals have been taken under Spousal Highest Daily
Lifetime Income

On October 3, 2012, the Protected Withdrawal Value is $125,000, the 12th
benefit year minimum Periodic Value guarantee is $210,000, and the Unadjusted
Account Value is $120,000. Assuming $15,000 is withdrawn from the Annuity on
October 3, 2012 and is designated as a Non-Lifetime Withdrawal, all guarantees
associated with Spousal Highest Daily Lifetime Income 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:

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.

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
Spousal Highest Daily Lifetime Income 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 INCOME
.. 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 Income, 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,
Spousal Highest Daily Lifetime Income 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 Income benefit are
subject to all of the terms and conditions of the Annuity, including any
applicable CDSC for the Non-Lifetime Withdrawal as well as withdrawals
that exceed the Annual Income Amount. If you have an active Systematic
Withdrawal program running at the time you elect this benefit, the first
Systematic Withdrawal that processes after your election of the benefit
will be deemed a Lifetime Withdrawal. Withdrawals made while Spousal
Highest Daily Lifetime Income 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.
. No CDSC is applicable to any Lifetime Withdrawal that is less than or
equal to the Annual Income Amount, even if the total amount of such
withdrawals in any Annuity Year exceeds any maximum free withdrawal
amount described in the Annuity. Such Lifetime Withdrawals are not
treated as withdrawals of Purchase Payments. Each Withdrawal of Excess
Income is subject to any applicable CDSC if the withdrawal is greater
than the Free Withdrawal amount under the Annuity.
. 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 "Investment Options." In addition, you can
find a copy of the AST Investment Grade Bond Portfolio prospectus by
going to www.prudentialannuities.com.
. Transfers to and from the Permitted Sub-accounts, the DCA MVA Options,
and the AST Investment Grade Bond Sub-account triggered by the
pre-determined mathematical formula will not count toward the maximum
number of free transfers allowable under an Annuity.
. Upon inception of the benefit, 100% of your Unadjusted Account Value
must be allocated to the Permitted Sub-accounts. We may amend the
Permitted Sub-accounts from time to time. Changes to Permitted
Sub-accounts, or to the requirements as to how you may allocate your
Account Value with this benefit, will apply to new elections of the
benefit and may apply to current participants in the benefit. To the
extent that changes apply to current participants in the benefit, they
will apply only upon re-allocation of Account Value, or upon addition of
additional Purchase Payments. That is, we will not require such current
participants to re-allocate Account Value to comply with any new
requirements.
. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation
Day we receive your request in Good Order, we will (i) sell Units of the
non-permitted Sub-accounts and (ii) invest the proceeds of those sales
in the Sub-accounts that you have designated. During this reallocation
process, your Unadjusted Account Value allocated to the Sub-accounts
will remain exposed to investment risk, as is the case generally. The
newly-elected benefit will commence at the close of business on the
following Valuation Day. Thus, the protection afforded by the
newly-elected benefit will not arise until the close of business on the
following Valuation Day.
. The current charge for Spousal Highest Daily Lifetime Income is 0.95%
annually of the greater of Unadjusted Account Value and Protected
Withdrawal Value. The maximum charge for Spousal Highest Daily Lifetime
Income 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,
0.2375% 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.

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 Spousal Highest
Daily Lifetime Income 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
Spousal Highest Daily Lifetime Income 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 Income 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. Each Owner/Annuitant and
the Beneficiary must be at least 45 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. Each Owner must
be at least 45 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. Each of the Annuitant and the Contingent Annuitant
must be at least 45 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, Spousal Highest Daily
Lifetime Income 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 Income 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 Spousal Highest Daily
Lifetime Income 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 INCOME, YOU LOSE THE GUARANTEES THAT
YOU HAD ACCUMULATED UNDER YOUR EXISTING BENEFIT, AND YOUR GUARANTEES UNDER
SPOUSAL HIGHEST DAILY LIFETIME INCOME WILL BE BASED ON YOUR UNADJUSTED ACCOUNT
VALUE ON THE EFFECTIVE DATE OF SPOUSAL HIGHEST DAILY LIFETIME INCOME. You and
your Financial Professional should carefully consider whether terminating your
existing benefit and electing Spousal Highest Daily Lifetime Income 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 Income 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 Income 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. However, if
the amount in the Sub-accounts is not enough to pay the charge, we will reduce
the fee to no more than the amount in the Sub-accounts. 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., Static Re-balancing
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 INCOME TRANSFERS UNADJUSTED ACCOUNT VALUE
BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST INVESTMENT GRADE BOND
SUB-ACCOUNT. See "How Highest Daily Lifetime Income /Spousal Highest Daily
Lifetime Income Transfers Unadjusted Account Value Between Your Permitted
Sub-accounts and the AST Investment Grade Bond Sub-account" in the discussion
of Highest Daily Lifetime Income Benefit 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 Income 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. GRO Plus II is no longer available for
new elections, except for Annuities issued with an application signed prior to
January 24, 2011 and subject to firm approval.

Under GRO Plus II, we guarantee that on the seventh anniversary of benefit
election, and each anniversary thereafter, the Unadjusted Account Value will
be not less than the Unadjusted Account Value on the date that the benefit is
added to your Annuity (adjusted for subsequent Purchase Payments and
withdrawals as detailed below). We refer to this initial guarantee as the
"base guarantee." In addition to the base guarantee, GRO Plus II offers the
possibility of an enhanced guarantee. You may "manually" lock in an enhanced
guarantee once per "benefit year" (i.e., a year beginning on the date you
acquired the benefit and each anniversary thereafter) if your Unadjusted
Account Value on that Valuation Day exceeds the amount of any outstanding base
guarantee or enhanced guarantee. If you elect to manually lock-in an enhanced
guarantee on an anniversary of the effective date of the benefit, that lock-in
will not count towards the one elective manual lock-in you may make each
benefit year. We guarantee that the Unadjusted Account Value locked-in by that
enhanced guarantee will not be any less seven years later, and each
anniversary of that date thereafter. In addition, you may elect an automatic
enhanced guarantee feature under which, if your Unadjusted Account Value on a
benefit anniversary exceeds the highest existing guarantee by 7% or more, we
guarantee that such Unadjusted Account Value will not be any less seven
benefit anniversaries later and each benefit anniversary thereafter. You may
maintain only one enhanced guarantee in addition to your base guarantee. Thus,
when a new enhanced guarantee is created, it cancels any existing enhanced
guarantee. However, the fact that an enhanced guarantee was effected
automatically on a benefit anniversary does not prevent you from "manually"
locking-in an enhanced guarantee during the ensuing benefit year. In addition,
the fact that you "manually" locked in an enhanced guarantee does not preclude
the possibility of an automatic enhanced guarantee on the subsequent benefit
anniversary. Please note that upon creation of a new enhanced guarantee, an
immediate transfer to an AST bond portfolio Sub-account (which is used as part
of this benefit) may occur depending on the discount rate (as described below)
used to determine the present value of each of your guarantees. 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 your 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
This example is purely hypothetical and does not reflect the charges for the
benefit or any other fees and charges under the Annuity. It is intended to
illustrate the proportional reduction of a withdrawal on each guarantee amount
under this benefit.

Assume the following:
. The Issue Date is December 1, 2010
. The benefit is elected on December 1, 2010
. The Unadjusted 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 Unadjusted Account Value immediately prior to the withdrawal is
equal to $380,000
. for purposes of simplifying these assumptions, we assume hypothetically
that no CDSC is applicable (in general, a CDSC could be inapplicable
based on the Free Withdrawal provision if the withdrawal was within the
CDSC period, and would be inapplicable to the C Series)

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
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%).
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 IF ELECTED PRIOR TO JULY 16, 2010)
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 us
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 "Investment Options." 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. Please note that upon creation of
a new enhanced guarantee, an immediate transfer to the AST Bond Portfolio
Sub-account associated with the "current liability" may occur, depending on
the discount rate (as described in the next paragraph) used to determine the
present value of each of your guarantees. AS SUCH, A LOW DISCOUNT RATE COULD
CAUSE A TRANSFER OF UNADJUSTED ACCOUNT VALUE INTO AN AST BOND PORTFOLIO
SUB-ACCOUNT, DESPITE THE FACT THAT YOUR UNADJUSTED ACCOUNT VALUE HAD INCREASED.

In general, the formula works as follows. On each Valuation Day, the formula
automatically performs an analysis with respect to each guarantee that is
outstanding. For each outstanding guarantee, the formula begins by determining
the present value on that Valuation Day that, if appreciated at the applicable
"discount rate", would equal the applicable guarantee amount on the Maturity
Date. As detailed in the formula, the discount rate is an interest rate
determined by taking a benchmark index used within the financial services
industry and then reducing that interest rate by a prescribed adjustment. Once
selected, we do not change the applicable benchmark index (although we do
reserve the right to use a new benchmark index if the original benchmark is
discontinued). The greatest of each such present value is referred to as the
"current liability" in the formula. The formula compares the current liability
to the amount of your Unadjusted Account Value held within the AST bond
portfolio Sub-account and to your Unadjusted Account Value held within the
Permitted Sub-accounts. If the current liability, reduced by the amount held
within the

AST bond portfolio Sub-account, and divided by the amount held within the
Permitted Sub-accounts, exceeds an upper target value (currently, 85%), then
the formula will make a transfer into the AST bond portfolio Sub-account, in
the amount dictated by the formula (subject to the 90% cap discussed below).
If the current liability, reduced by the amount held within the AST bond
portfolio Sub-account, and divided by the amount within the Permitted
Sub-accounts, is less than a lower target value (currently, 79%), then the
formula will transfer Unadjusted Account Value from the AST bond portfolio
Sub-account into the Permitted Sub-accounts, in the amount dictated by the
formula.

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

For example,
. March 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.

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 is no longer available for new elections, except for Annuities
issued with an application signed prior to January 24, 2011 and subject to
firm approval. GRO Plus II can be elected on any Valuation Day 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 GRO II)
HD GRO II is no longer available for new elections, except for Annuities
issued with an application signed prior to January 24, 2011 and subject to
firm approval. 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).

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
.. for purposes of simplifying these assumptions, we assume hypothetically
that no CDSC is applicable (in general, a CDSC could be inapplicable based
on the Free Withdrawal provision if the withdrawal was within the CDSC
period, and would be inapplicable to the C Series)

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 Unadjusted 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 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 existing Annuities that elect
the benefit post-issue. This required formula helps us manage our financial
exposure under 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 it 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 G of this
prospectus. A summary description of each AST bond portfolio Sub-account
appears within the prospectus section entitled "Investment Options." 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 HD GRO 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
Unadjusted 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. If you
have elected 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.

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, the applicable formula
under the benefit determines which AST bond portfolio Sub-account your
Unadjusted Account Value is transferred to, and under what circumstances a
transfer is made.

In general, the formula works as follows. Under the formula, Unadjusted
Account Value will transfer between the "permitted Sub-accounts" and an AST
bond portfolio Sub-account when dictated by the pre-determined mathematical
formula. On each Valuation Day, including the effective date of the benefit,
the pre-determined mathematical formula is used to compare your Unadjusted
Account Value to an amount based on the guarantees provided under the
benefit. The formula determines whether a transfer occurs based, among other
things, on an identification of the outstanding guarantee that has the largest
present value. Based on the formula, a determination is made as to whether any
portion of your Unadjusted Account Value is to be transferred to or from the
AST bond portfolio Sub-account. In identifying those guarantees, we consider
each guarantee that already has been set (i.e., on a benefit anniversary), as
well as an amount that we refer to as the "Projected Future Guarantee." The
"Projected Future Guarantee" is an amount equal to the highest Unadjusted
Account Value (adjusted for withdrawals, additional Purchase Payments, and any
associated Credits as described in the section of the prospectus concerning HD
GRO II) within the current benefit year that would result in a new
guarantee. For the Projected Future Guarantee, the assumed guarantee period
begins on the current Valuation Day and ends 10 years from the next
anniversary of the effective date of the benefit. As such, a Projected Future
Guarantee could cause a transfer of Unadjusted Account Value into an AST bond
portfolio Sub-account. We only calculate a Projected Future Guarantee if the
assumed guarantee period associated with that Projected Future Guarantee does
not extend beyond the latest Annuity Date applicable to the Annuity. The
amount that is transferred to and from the AST bond portfolio Sub-accounts
pursuant to the formula depends upon the factors set forth in the seven bullet
points below, some of which relate to the guarantee amount(s), including the
Projected Future Guarantee.

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

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 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.

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 Unadjusted 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
HD GRO II is no longer available for new elections, except for Annuities
issued with an application signed prior to January 24, 2011 and subject to
firm approval. HD GRO II can be elected on any Valuation Day 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 ANNUITY), 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
Each Annuity provides a Death Benefit prior to Annuitization. If the Annuity
is owned by one or more natural persons, the Death Benefit is payable upon the
death of the Owner (or the first to die, if there are multiple Owners). If an
Annuity is owned by an entity, the Death Benefit is payable upon the
Annuitant's death if there is no Contingent Annuitant. Generally, if a
Contingent Annuitant was designated before the Annuitant's death and the
Annuitant dies, then the Contingent Annuitant becomes the Annuitant and a
Death Benefit will not be paid upon the Annuitant's death. The person upon
whose death the Death Benefit is paid is referred to below as the "decedent."
Where an Annuity is structured so that it is owned by a grantor trust but the
Annuitant is not the grantor, then the Annuity is required to terminate upon
the death of the grantor if the grantor pre-deceases the Annuitant under
Section 72(s) of the Code. Under this circumstance, the Surrender Value will
be paid out to the trust and there is no 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 IS 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
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
with respect to the X Series. 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. 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 Income with LIA or 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
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. 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.
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. 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.
3. the Roll-Up Value as described above.

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 80/th/ birthday. If spousal
assumption occurs after the Death Benefit Target Date (or the 80/th/ 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 31/st/ 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 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 expectancy
of your spouse with such payments beginning no later than
December 31/st/ of the year following the year of death or
December 31/st/ of the year in which you would have reached age 70 1/2,
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 31/st/ 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 31/st/ 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 31/st/ 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 31/st/ 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 31/st/ of the year following the year of death, such Annuity
is deemed to have no designated Beneficiary.

A Beneficiary has the flexibility to take out more each year than mandated
under the Required Minimum Distribution rules.

Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
continue to be tax deferred. Amounts withdrawn each year, including amounts
that are required to be withdrawn under the Required Minimum Distribution
rules, are subject to tax. You may wish to consult a professional tax advisor
for tax advice as to your particular situation.

For a Roth IRA, if death occurs before the entire interest is distributed, the
Death Benefit must be distributed under the same rules applied to IRAs where
death occurs before the date Required Minimum Distributions must begin under
the Code.

The tax consequences to the Beneficiary may vary among the different Death
Benefit payment options. See the Tax Considerations section of this
prospectus, and consult your tax advisor.

BENEFICIARY CONTINUATION OPTION
Instead of receiving the Death Benefit in a single payment, or under an
Annuity Option, a Beneficiary may take the Death Benefit under an alternative
Death Benefit payment option, as provided by the Code and described above
under the sections entitled "Payment of Death Benefits" and "Alternative Death
Benefit Payment Options - Annuities Held by Tax-Favored Plans." This
"Beneficiary Continuation Option" is described below and is available for both
qualified Annuities (i.e. annuities sold to an IRA, Roth IRA, SEP IRA, or
403(b)), Beneficiary Annuities and non-qualified Annuities. This option is
different from the "Beneficiary Annuity", because the Beneficiary Continuation
Option is a death benefit payout option used explicitly for annuities issued
by a Prudential affiliate.

UNDER THE BENEFICIARY CONTINUATION OPTION:

.. The Beneficiary must apply at least $15,000 to the Beneficiary Continuation
Option (thus, the Death Benefit amount payable to each Beneficiary must be
at least $15,000).
.. The Annuity will be continued in the Owner's name, for the benefit of the
Beneficiary.

.. Beginning on the date we receive an election by the Beneficiary to take the
Death Benefit in a form other than a lump sum, the Beneficiary will incur a
Settlement Service Charge which is an annual charge assessed on a daily
basis against the average assets allocated to the Sub-accounts. The charge
is 1.00% per year.
.. Beginning on the date we receive an election by the Beneficiary to take the
Death Benefit in a form other than a lump sum, the Beneficiary will incur
an annual maintenance fee equal to the lesser of $30 or 2% of Unadjusted
Account Value. The fee will only apply if the Unadjusted Account Value is
less than $25,000 at the time the fee is assessed. The fee will not apply
if it is assessed 30 days prior to a surrender request.
.. The initial Account Value will be equal to any Death Benefit (including any
optional Death Benefit) that would have been payable to the Beneficiary if
the Beneficiary had taken a lump sum distribution.
.. The available Sub-accounts will be among those available to the Owner at
the time of death, however certain Sub-accounts may not be available.
.. The Beneficiary may request transfers among Sub-accounts, subject to the
same limitations and restrictions that applied to the Owner. Transfers in
excess of 20 per year will incur a $10 transfer fee.
.. No MVA Options will be offered for Beneficiary Continuation Options.
.. No additional Purchase Payments can be applied to the Annuity. Multiple
death benefits cannot be combined in a single Beneficiary Continuation
Option.
.. The basic Death Benefit and any optional benefits elected by the Owner will
no longer apply to the Beneficiary.
.. The Beneficiary can request a withdrawal of all or a portion of the Account
Value at any time, unless the Beneficiary Continuation Option was the
payout predetermined by the Owner and the Owner restricted the
Beneficiary's withdrawal rights.
.. Withdrawals are not subject to CDSC.
.. Upon the death of the Beneficiary, any remaining Account Value will be paid
in a lump sum to the person(s) named by the Beneficiary (successor), unless
the successor chooses to continue receiving payments through a Beneficiary
Continuation Option established for the successor. However, the
distributions will continue to be based on the Key Life of the Beneficiary
Continuation Option the successor received the death benefit proceeds from.

We may pay compensation to the broker-dealer of record on the Annuity based on
amounts held in the Beneficiary Continuation Option. Please contact us for
additional information on the availability, restrictions and limitations that
will apply to a Beneficiary under the Beneficiary Continuation Option.

VALUING YOUR INVESTMENT

VALUING THE SUB-ACCOUNTS
When you allocate Account Value to a Sub-account, you are purchasing Units of
the Sub-account. Each Sub-account invests exclusively in shares of an
underlying Portfolio. The value of the Units fluctuates with the market
fluctuations of the Portfolios. The value of the Units also reflects the daily
accrual for the Insurance Charge, and if you elected one or more optional
benefits whose annualized charge is deducted daily, the additional charge for
such benefits.

Each Valuation Day, we determine the price for a Unit of each Sub-account,
called the "Unit Price." The Unit Price is used for determining the value of
transactions involving Units of the Sub-accounts. We determine the number of
Units involved in any transaction by dividing the dollar value of the
transaction by the Unit Price of the Sub-account as of the Valuation Day.
There may be several different Unit Prices for each Sub-account to reflect the
Insurance Charge and the charges for any optional benefits. The Unit Price for
the Units you purchase will be based on the total charges for the benefits
that apply to your Annuity. See the section below entitled "Termination of
Optional Benefits" for a detailed discussion of how Units are purchased and
redeemed to reflect changes in the daily charges that apply to your Annuity.

EXAMPLE
Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
Sub-account. Assume that later, you wish to transfer $3,000 of your Account
Value out of that Sub-account and into another Sub-account. On the Valuation
Day you request the transfer, the Unit Price of the original Sub-account has
increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
transfer $3,000, we redeem 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
regular trading on 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 regular trading on 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 regular trading on
the NYSE is different than other major stock exchanges, such as NASDAQ or the
American Stock Exchange. Under such circumstances, the closing time of regular
trading on 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 at any time 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 Service Office to issue an Annuity. If we do not
have all the required information to allow us to issue your Annuity, we may
retain the Purchase Payment while we try to reach you or your representative
to obtain all of our requirements. If we are unable to obtain all of our
required information within five (5) Valuation Days, we are required to return
the Purchase Payment to you at that time, unless you specifically consent to
our retaining the Purchase Payment while we gather the required information.
Once we obtain the required information, we will invest the Purchase Payment
(and any associated Purchase Credit with respect to the X Series) and issue an
Annuity within two (2) Valuation Days.

With respect to your initial Purchase Payment that is pending investment in
our separate account, we may hold the amount temporarily in a suspense account
and may earn interest on such amount. You will not be credited with interest
during that period.

As permitted by applicable law, the broker-dealer firm through which you
purchase your Annuity may forward your initial Purchase Payment to us prior to
approval of your purchase by a registered principal of the firm. These
arrangements are subject to a number of regulatory requirements, including
that until such time that the insurer is notified of the firm's principal
approval and is provided with the application, or is notified of the firm
principal's rejection, customer funds will be held by the insurer in a
segregated bank account. In addition, the insurer must promptly return the
customer's funds at the customer's request prior to the firm's principal
approval or upon the firm's rejection of the application. The monies held in
the bank account will be held in a suspense account within our general account
and we may earn interest on amounts held in that suspense account. Contract
owners will not be credited with any interest earned on amounts held in that
suspense account. The monies in such suspense account may be subject to our
general creditors. Moreover, because the FINRA rule authorizing the use of
such accounts is new, there may be uncertainty as to the segregation and
treatment of such insurance company general account assets under applicable
Federal and State laws.

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 at our Service Office.

TERMINATION OF OPTIONAL BENEFITS: In general, if an optional benefit
terminates, we will no longer deduct the charge we apply to purchase the
optional benefit. However, for the Highest Daily Lifetime Income or Highest
Daily Lifetime 6 Plus benefits, if the benefit terminates for any reason other
than death or annuitization, we will deduct a final charge upon termination,
based on the number of days since the charge for the benefit was most recently
deducted. 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
within the meaning of the tax law upon the death of the first partner 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 is issued to the
Annuity Owner. For Annuities 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) could 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 or surrender your Annuity no later than the
first day of the calendar month next following the maximum Annuity date for
your Annuity. For some of our contracts, you are able to choose to defer the
Annuity Date beyond the default Annuity date described in your Annuity.
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 and subject to income
tax to the extent of gain. 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.

If your Account Value is reduced to zero but the Annuity remains in force due
to a benefit provision, further distributions from the Annuity will be
reported as annuity payments, using an exclusion ratio based upon the
undistributed purchase payments in the Annuity and the total value of the
anticipated future payments until such time as all Purchase Payments have been
recovered.

Please refer to your Annuity contract for the maximum Annuity Date, also
described above.

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 (as defined in the Code) 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 the partially exchanged amount 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, between the date of the tax-free
exchange and the date of the subsequent distribution, you become 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. 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, 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 for federal estate tax purposes. Generally, the same tax rules
described above would also apply to amounts received by your Beneficiary.
Choosing an 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 in the year of payment on
gain in the contract.
.. Within 5 years of death of Owner: the Beneficiary is taxed as amounts are
withdrawn (in this case gain is treated as being distributed first).
.. Under an annuity or annuity settlement option with distribution beginning
within one year of the date of death of the Owner: the Beneficiary is taxed
on each payment (part will be treated as gain and part as return of
Purchase Payments).

CONSIDERATIONS FOR CONTINGENT ANNUITANTS: We may allow the naming of a
contingent Annuitant when a Nonqualified Annuity contract is held by a pension
plan or a tax favored retirement plan, or held by a Custodial Account (as
defined earlier in this

prospectus). In such a situation, the Annuity may no longer qualify for tax
deferral where the Annuity contract continues after the death of the
Annuitant. However, tax deferral should be provided instead by the pension
plan, tax favored retirement plan, or Custodial Account. We may also allow the
naming of a contingent annuitant when a Nonqualified Annuity contract is held
by an entity owner when such contracts do not qualify for tax deferral under
the current tax law. This does not supersede any benefit language which may
restrict the use of the contingent 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 Code, such contract shall not be considered to be held
by a non-natural person and will be subject to the tax reporting and
withholding requirements generally applicable to 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 of the trust if the grantor pre-deceases the
Annuitant under Section 72(s) of the Code. Under this circumstance, the
contract value will be paid out to the Beneficiary and it is not eligible for
the death benefit provided under the contract.

ANNUITY QUALIFICATION
Diversification And Investor Control. In order to qualify for the tax rules
applicable to annuity contracts described above, the assets underlying the
Sub-accounts of an Annuity must be diversified, according to certain rules
under the Internal Revenue Code. Each portfolio is required to diversify its
investments each quarter so that no more than 55% of the value of its assets
is represented by any one investment, no more than 70% is represented by any
two investments, no more than 80% is represented by any three investments, and
no more than 90% is represented by any four investments. Generally, securities
of a single issuer are treated as one investment and obligations of each U.S.
Government agency and instrumentality (such as the Government National
Mortgage Association) are treated as issued by separate issuers. In addition,
any security issued, guaranteed or insured (to the extent so guaranteed or
insured) by the United States or an instrumentality of the U.S. will be
treated as a security issued by the U.S. Government or its instrumentality,
where applicable. We believe the Portfolios underlying the variable Investment
Options of the Annuity meet these diversification requirements.

An additional requirement for qualification for the tax treatment described
above is that we, and not you as the contract Owner, must have sufficient
control over the underlying assets to be treated as the Owner of the
underlying assets for tax purposes. While we also believe these investor
control rules will be met, the Treasury Department may promulgate guidelines
under which a variable annuity will not be treated as an annuity for tax
purposes if persons with ownership rights have excessive control over the
investments underlying such variable annuity. It is unclear whether such
guidelines, if in fact promulgated, would have retroactive effect. It is also
unclear what effect, if any, such guidelines might have on transfers between
the Investment Options offered pursuant to this prospectus. We reserve the
right to take any action, including modifications to your Annuity or the
Investment Options, required to comply with such guidelines if promulgated.
Any such changes will apply uniformly to affected Owners and will be made with
such notice to affected Owners as is feasible under the circumstances.

Required Distributions Upon Your Death for Nonqualified Annuity Contracts.
Upon your death, certain distributions must be made under the contract. The
required distributions depend on whether you die before you start taking
annuity payments under the

contract or after you start taking annuity payments under the contract. If you
die on or after the Annuity Date, the remaining portion of the interest in the
contract must be distributed at least as rapidly as under the method of
distribution being used as of the date of death. If you die before the Annuity
Date, the entire interest in the contract must be distributed within 5 years
after the date of death, or as periodic payments over a period not extending
beyond the life or life expectancy of the designated Beneficiary (provided
such payments begin within one year of your death). Your designated
Beneficiary is the person to whom benefit rights under the contract pass by
reason of death, and must be a natural person in order to elect a periodic
payment option based on life expectancy or a period exceeding five years.
Additionally, if the Annuity is payable to (or for the benefit of) your
surviving spouse, that portion of the contract may be continued with your
spouse as the Owner. For Nonqualified annuity contracts owned by a non-natural
person, the required distribution rules apply upon the death of the Annuitant.
This means that for a contract held by a non-natural person (such as a trust)
for which there is named a co-annuitant, then such required distributions will
be triggered by the death of the first co-annuitants to die.

Changes In Your Annuity. We reserve the right to make any changes we deem
necessary to assure that your Annuity qualifies as an annuity contract for tax
purposes. Any such changes will apply to all contract Owners and you will be
given notice to the extent feasible under the circumstances.

QUALIFIED ANNUITY CONTRACTS

IN GENERAL, AS USED IN THIS PROSPECTUS, A QUALIFIED ANNUITY IS AN ANNUITY
CONTRACT WITH APPLICABLE ENDORSEMENTS FOR A TAX-FAVORED PLAN OR A NONQUALIFIED
ANNUITY CONTRACT HELD BY A TAX-FAVORED RETIREMENT PLAN.

The following is a general discussion of the tax considerations for Qualified
Annuity contracts. This Annuity may or may not be available for all types of
the tax-favored retirement plans discussed below. This discussion assumes that
you have satisfied the eligibility requirements for any tax-favored retirement
plan. Please consult your Financial Professional prior to purchase to confirm
if this contract is available for a particular type of tax-favored retirement
plan or whether we will accept the type of contribution you intend for this
contract.

A Qualified annuity may typically be purchased for use in connection with:
.. Individual retirement accounts and annuities (IRAs), including inherited
IRAs (which we refer to as a Beneficiary IRA), which are subject to
Sections 408(a) and 408(b) of the Code;
.. Roth IRAs, including inherited Roth IRAs (which we refer to as a
Beneficiary Roth IRA) under Section 408A of the Code;
.. A corporate Pension or Profit-sharing plan (subject to 401(a) of the Code);
.. H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the Code)
.. Tax Sheltered Annuities (subject to 403(b) of the Code, also known as Tax
Deferred Annuities or TDAs);
.. Section 457 plans (subject to 457 of the Code).

A Nonqualified annuity may also be purchased by a 401(a) trust or custodial
IRA or Roth IRA account, or a Section 457 plan, which can hold other
permissible assets. The terms and administration of the trust or custodial
account or plan in accordance with the laws and regulations for 401(a) plans,
IRAs or Roth IRAs, or a Section 457 plan, as applicable, are the
responsibility of the applicable trustee or custodian.

You should be aware that tax favored plans such as IRAs generally provide
income tax deferral regardless of whether they invest in annuity contracts.
This means that when a tax favored plan invests in an annuity contract, it
generally does not result in any additional tax benefits (such as income tax
deferral and income tax free transfers).

TYPES OF TAX-FAVORED PLANS
IRAS. If you buy an Annuity for use as an IRA, we will provide you a copy of
the prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA
Disclosure Statement" which accompany the prospectus contain information about
eligibility, contribution limits, tax particulars, and other IRA information.
In addition to this information (some of which is summarized below), the IRS
requires that you have a "Free Look" after making an initial contribution to
the contract. During this time, you can cancel the Annuity by notifying us in
writing, and we will refund all of the Purchase Payments under the Annuity
(or, if provided by applicable state law, the amount credited under the
Annuity, if greater), less any applicable federal and state income tax
withholding.

CONTRIBUTIONS LIMITS/ROLLOVERS. Subject to the minimum Purchase Payment
requirements of an Annuity, you may purchase an Annuity for an IRA in
connection with a "rollover" of amounts from a qualified retirement plan, as a
transfer from another IRA, by making a contribution consisting of your IRA
contributions and catch-up contributions, if applicable, attributable to the
prior year during the period from January 1 to April 15 (or the applicable due
date of your federal income tax return, without extension), or as a current
year contribution. In 2010 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 roll over to an IRA
amounts due from qualified plans, 403(b) plans, and governmental 457(b) plans.
However, 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 transferred from an IRA and
must be titled in the name of the deceased (i.e., John Doe deceased for the
benefit of Jane Doe). No additional contributions can be made to an inherited
IRA. In this prospectus, an inherited IRA is also referred to as a Beneficiary
Annuity.

Required Provisions. Contracts that are IRAs (or endorsements that are part of
the contract) must contain certain provisions:
.. You, as Owner of the contract, must be the "Annuitant" under the contract
(except in certain cases involving the division of property under a decree
of divorce);
.. Your rights as Owner are non-forfeitable;
.. You cannot sell, assign or pledge the contract;
.. The annual contribution you pay cannot be greater than the maximum amount
allowed by law, including catch-up contributions if applicable (which does
not include any rollover amounts);
.. The date on which required minimum distributions must begin cannot be later
than April 1st of the calendar year after the calendar year you turn age
70 1/2; and
.. Death and annuity payments must meet "required minimum distribution" rules
described below.

Usually, the full amount of any distribution from an IRA (including a
distribution from this contract) which is not a rollover is taxable. As
taxable income, these distributions are subject to the general tax withholding
rules described earlier regarding a Nonqualified Annuity. In addition to this
normal tax liability, you may also be liable for the following, depending on
your actions:
.. A 10% early withdrawal penalty described below;
.. Liability for "prohibited transactions" if you, for example, borrow against
the value of an IRA; or
.. Failure to take a required minimum distribution, also described below.

SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP
must satisfy the same general requirements described under IRAs (above). There
are, however, some differences:
.. If you participate in a SEP, you generally do not include in income any
employer contributions made to the SEP on your behalf up to the lesser of
(a) $49,000 in 2010 ($49,000 in 2009) 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 2010, this limit is $245,000 ($245,000
for 2009);
.. 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 2010 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 2010. These amounts are indexed for
inflation. Not all Annuities issued by us are 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 contribution consisting of your
Roth IRA contributions and catch-up contributions, if applicable, attributable
to the prior year during the period from January 1 to April 15 (or the
applicable due date of your federal income tax return, without extension), or
as a current year contribution. The Code permits persons 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. 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. Prior
to January 1, 2010, income and filing status limitations applied to rollovers
from non-Roth accounts to a Roth IRA.

Non-spouse Beneficiaries receiving a distribution from an employer sponsored
retirement plan under sections 401(a) or 403(b) of the Code can also directly
roll over contributions to a Roth IRA. However, it is our understanding of the
Code that non-spouse Beneficiaries cannot "rollover" benefits from a
traditional IRA to a Roth IRA.

TDAs. In general, you may own a Tax Deferred Annuity (also known as a TDA, Tax
Sheltered Annuity (TSA), 403(b) plan or 403(b) annuity) 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 2010. 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 2010. 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 1/st/ 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 living and death 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 payments
under the living and death benefit 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.

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 31/st/ 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 31/st/ of the year in which you
would have reached age 70 1/2, which ever is later. Additionally, if the
contract is payable to (or for the benefit of) your surviving spouse, that
portion of the contract may be continued with your spouse as the Owner.
.. If you die before a designated Beneficiary is named and before the date
required minimum distributions must begin under the Code, the death benefit
must be paid out by December 31/st/ of the year including the five year
anniversary of the date of death. For contracts where multiple
Beneficiaries have been named and at least one of the Beneficiaries does
not qualify as a designated Beneficiary and the account has not been
divided into separate accounts by December 31/st/ of the year following the
year of death, such contract is deemed to have no designated Beneficiary. A
designated Beneficiary may elect to apply the rules for no designated
Beneficiary if those would provide a smaller payment requirement. For this
distribution requirement also, 2009 shall not be included in the five year
requirement period.
.. If you die before a designated Beneficiary is named and after the date
required minimum distributions must begin under the Code, the death benefit
must be paid out at least as rapidly as under the method then in effect.
For contracts where multiple Beneficiaries have been named and at least one
of the Beneficiaries does not qualify as a designated Beneficiary and the
account has not been divided into separate accounts by December 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.

A Beneficiary has the flexibility to take out more each year than mandated
under the required minimum distribution rules.

Until withdrawn, amounts in a Qualified Annuity contract continue to be tax
deferred. Amounts withdrawn each year, including amounts that are required to
be withdrawn under the required minimum distribution rules, are subject to
tax. You may wish to consult a professional tax advisor for tax advice as to
your particular situation.

For a Roth IRA, if death occurs before the entire interest is distributed, the
death benefit must be distributed under the same rules applied to IRAs where
death occurs before the date required minimum distributions must begin under
the Code.

TAX PENALTY FOR EARLY WITHDRAWALS FROM QUALIFIED ANNUITY CONTRACTS
You may owe a 10% tax penalty on the taxable part of distributions received
from an IRA, SEP, Roth IRA, TDA or qualified retirement plan before you attain
age 59 1/2. Amounts are not subject to this tax penalty if:
.. the amount is paid on or after you reach age 59 1/2 or die;
.. the amount received is attributable to your becoming disabled; or
.. generally the amount paid or received is in the form of substantially equal
payments (as defined in the Code) 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 or
additional contributions to the contract 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. We will not withhold for payments
made from trustee owned contracts or for payments under a 457 plan. For all
other distributions, unless you elect otherwise, we will withhold federal
income tax from the taxable portion of such distribution at an appropriate
percentage. The rate of withholding on annuity payments where no mandatory
withholding is required is determined on the basis of the withholding
certificate that you file with us. If you do not file a certificate, we will
automatically withhold federal taxes on the following basis:
.. For any annuity payments not subject to mandatory withholding, you will
have taxes withheld by us as if you are a married individual, with 3
exemptions
.. If no U.S. taxpayer identification number is provided, we will
automatically withhold using single with zero exemptions as the default; and
.. For all other distributions, we will withhold at a 10% rate.

We will provide you with forms and instructions concerning the right to elect
that no amount be withheld from payments in the ordinary course. However, you
should know that, in any event, you are liable for payment of federal income
taxes on the taxable portion of the distributions, and you should consult with
your tax advisor to find out more information on your potential liability if
you fail to pay such taxes. There may be additional state income tax
withholding requirements.

ERISA REQUIREMENTS
ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
prevent a fiduciary and other "parties in interest" with respect to a plan
(and, for these purposes, an IRA would also constitute a "plan") from
receiving any benefit from any party dealing with the plan, as a result of the
sale of the contract. Administrative exemptions under ERISA generally permit
the sale of insurance/annuity products to plans, provided that certain
information is disclosed to the person purchasing the contract. This
information has to do primarily with the fees, charges, discounts and other
costs related to the contract, as well as any commissions paid to any agent
selling the contract. Information about any applicable fees, charges,
discounts, penalties or adjustments may be found in the applicable sections of
this prospectus. Information about sales representatives and commissions may
be found in the sections of this prospectus addressing distribution of the
Annuities.

Other relevant information required by the exemptions is contained in the
contract and accompanying documentation.

Please consult with your tax advisor if you have any questions about ERISA and
these disclosure requirements.

SPOUSAL CONSENT RULES FOR RETIREMENT PLANS - QUALIFIED CONTRACTS If you are
married at the time your payments commence, you may be required by federal law
to choose an income option that provides survivor annuity income to your
spouse, unless your spouse waives that right. Similarly, if you are married at
the time of your death, federal law may require all or a portion of the Death
Benefit to be paid to your spouse, even if you designated someone else as your
Beneficiary. A brief explanation of the applicable rules follows. For more
information, consult the terms of your retirement arrangement.

DEFINED BENEFIT PLANS AND MONEY PURCHASE PENSION PLANS.
If you are married at the time your payments commence, federal law requires
that benefits be paid to you in the form of a "qualified joint and survivor
annuity" (QJSA), unless you and your spouse waive that right, in writing.
Generally, this means that you will receive a reduced payment during your life
and, upon your death, your spouse will receive at least one-half of what you
were receiving for life. You may elect to receive another income option if
your spouse consents to the election and waives his or her right to receive
the QJSA. If your spouse consents to the alternative form of payment, your
spouse may not receive any benefits from the plan upon your death. Federal law
also requires that the plan pay a Death Benefit to your spouse if you are
married and die before you begin receiving your benefit. This benefit must be
available in the form of an annuity for your spouse's lifetime and is called a
"qualified pre-retirement survivor annuity" (QPSA). If the plan pays Death
Benefits to other Beneficiaries, you may elect to have a Beneficiary other
than your spouse receive the Death Benefit, but only if your spouse consents
to the election and waives his or her right to receive the QPSA. If your
spouse consents to the alternate Beneficiary, your spouse will receive no
benefits from the plan upon your death. Any QPSA waiver prior to your
attaining age 35 will become null and void on the first day of the calendar
year in which you attain age 35, if still employed.

DEFINED CONTRIBUTION PLANS (INCLUDING 401(K) PLANS AND ERISA 403(B) ANNUITIES).
Spousal consent to a distribution is generally not required. Upon your death,
your spouse will receive the entire Death Benefit, even if you designated
someone else as your Beneficiary, unless your spouse consents in writing to
waive this right. Also, if you are married and elect an annuity as a periodic
income option, federal law requires that you receive a QJSA (as described
above), unless you and your spouse consent to waive this right.

IRAS, NON-ERISA 403(B) ANNUITIES, AND 457 PLANS.
Spousal consent to a distribution usually is not required. Upon your death,
any Death Benefit will be paid to your designated Beneficiary.

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.

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.

OTHER INFORMATION

PRUCO LIFE AND THE SEPARATE ACCOUNT

PRUCO LIFE. Pruco Life Insurance Company (Pruco Life) is a stock life
insurance company organized in 1971 under the laws of the State of Arizona. It
is licensed to sell life insurance and annuities in the District of Columbia,
Guam and in all states except New York. Pruco Life is a wholly-owned
subsidiary of The Prudential Insurance Company of America (Prudential), a New
Jersey stock life insurance company that has been doing business since 1875.
Prudential is an indirect wholly-owned subsidiary of Prudential Financial,
Inc. (Prudential Financial), a New Jersey insurance holding company. 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 Income) 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" or "administrators" 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 12/th/ 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, 10/th/
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 12/th/ Street
Louisville, KY 40210, William B. Meyer (printing and fulfillment of
prospectuses and marketing materials) located at 255 Long Beach Boulevard
Stratford, CT 06615.

THE SEPARATE ACCOUNT. We have established a Separate Account, the Pruco Life
Flexible Premium Variable Annuity Account (Separate Account), to hold the
assets that are associated with the variable annuity contracts. The Separate
Account was established under Arizona law on June 16, 1995, and is registered
with the SEC under the Investment Company Act of 1940 as a unit investment
trust, which is a type of investment company. The assets of the Separate
Account are held in the name of Pruco Life and legally belong to us. These
assets are kept separate from all of our other assets and may not be charged
with liabilities arising out of any other business we may conduct. Income,
gains, and losses, whether or not realized, for assets allocated to the
Separate Account are, in accordance with the Annuities, credited to or charged
against the Separate Account without regard to other income, gains, or losses
of Pruco Life. 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 guidance provided by the SEC
or its staff (or 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, Automatic 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.

With the MVA Options, we use a separate account of Pruco Life different from
the Pruco Life Flexible Premium Variable Annuity Account discussed above. 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 payments
tends to increase the overall cost of investing in the Portfolio. In addition,
because these payments are made 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 (as of December
31, 2009) 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.

In addition, an investment advisor, sub-advisor or distributor of the
underlying Portfolios may also compensate us by providing reimbursement,
defraying the costs of, or paying directly for, among other things, marketing
and/or administrative services and/or other services they provide in
connection with the Annuity. These services may include, but are not limited
to: sponsoring or co-sponsoring various promotional, educational or marketing
meetings and seminars attended by distributors, wholesalers, and/or broker
dealer firms' registered representatives, and creating marketing material
discussing the contract, available options, and underlying Portfolios. The
amounts paid depend on the nature of the meetings, the number of meetings
attended by the advisor, sub-advisor, or distributor, the number of
participants and attendees at the meetings, the costs expected to be incurred,
and the level of the advisor's, sub-advisor's or distributor's participation.
These payments or reimbursements may not be offered by all advisors,
sub-advisors, or distributors, and the amounts of such payments may vary
between and among each advisor, sub-advisor, and distributor depending on
their respective participation.

During 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 of 1940. 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 current 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.
We reserve the right to change the voting procedures described above if
applicable SEC rules change.

Advanced Series Trust (the "Trust") has obtained an exemption from the
Securities and Exchange Commission that permits its co-investment advisers,
AST Investment Services, Inc. and Prudential Investments LLC, subject to
approval by the Board of Trustees of the Trust, to change sub-advisors for a
Portfolio and to enter into new sub-advisory agreements, without obtaining
shareholder approval of the changes. This exemption (which is similar to
exemptions granted to other investment companies that are organized in a
similar manner as the Trust) is intended to facilitate the efficient
supervision and management of the sub-advisors by AST Investment Services,
Inc., Prudential Investments LLC and the Trustees. The Trust is required,
under the terms of the exemption, to provide certain information to
shareholders following these types of changes. We may add new Sub-accounts
that invest in a series of underlying funds other than the Trust. Such series
of funds may have a similar order from the SEC. You also should review the
prospectuses for the other underlying funds in which various Sub-accounts
invest as to whether they have obtained similar orders from the SEC.

MATERIAL CONFLICTS
It is possible that differences may occur between companies that offer shares
of an underlying mutual fund portfolio to their respective Separate Accounts
issuing variable annuities and/or variable life insurance products.
Differences may also occur surrounding the offering of an underlying mutual
fund portfolio to variable life insurance policies and variable annuity
contracts that we offer. Under certain circumstances, these differences could
be considered "material conflicts," in which case we would take necessary
action to protect persons with voting rights under our variable annuity
contracts and variable life insurance policies against persons with voting
rights under other insurance companies' variable insurance products. If a
"material conflict" were to arise between Owners of variable annuity contracts
and variable life insurance policies issued by us we would take necessary
action to treat such persons equitably in resolving the conflict. "Material
conflicts" could arise due to differences in voting instructions between
Owners of variable life insurance and variable annuity contracts of the same
or different companies. We monitor any potential conflicts that may exist.

CONFIRMATIONS, STATEMENTS, AND REPORTS
We send any statements and reports required by applicable law or regulation to
you at your last known address of record. You should therefore give us prompt
notice of any address change. We reserve the right, to the extent permitted by
law and subject to your prior consent, to provide any prospectus, prospectus
supplements, confirmations, statements and reports required by applicable law
or regulation to you through our Internet Website at
www.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.

100

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.

In addition, in an effort to promote the sale of our products (which may
include the placement of Pruco Life and/or the Annuity on a preferred or
recommended company or product list and/or access to the firm's registered
representatives), we or PAD may enter into compensation arrangements with
certain broker/dealers firms with respect to certain or all registered
representatives of such firms under which such firms may receive separate
compensation or reimbursement for, among other things, training of sales
personnel and/or marketing and/or administrative services and/or other
services they provide to us or our affiliates. These services may include, but
are not limited to: educating customers of the firm on the Annuity's features;
conducting due diligence and analysis; providing office access, operations and
systems support; holding seminars intended to educate registered
representatives and make them more knowledgeable about the Annuities;
providing a dedicated marketing coordinator; providing priority sales desk
support; and providing expedited marketing compliance approval and preferred
programs to PAD. We or PAD also may compensate third-party vendors, for
services that such vendors render to broker-dealer firms. To the extent
permitted by the FINRA rules and other applicable laws and regulations, PAD
may pay or allow other promotional incentives or payments in the forms of cash
or non-cash compensation. These arrangements may not be offered to all firms
and the terms of such arrangements may differ between firms. In addition, we
or our affiliates may provide such compensation, payments and/or incentives to
firms arising out of the marketing, sale and/or servicing of variable
annuities or life insurance offered by different Prudential business units.

The list below identifies three general types of payments that PAD pays which
are broadly defined as follows:

. Percentage Payments based upon "Assets under Management" or "AUM": This
type of payment is a percentage payment that is based upon the total
assets, subject to certain criteria in certain Pruco Life products.
. Percentage Payments based upon sales: This type of payment is a
percentage payment that is based upon the total amount of money received
as Purchase Payments under Pruco Life annuity products sold through the
firm (or its affiliated broker-dealers).
. Fixed Payments: These types of payments are made directly to or in
sponsorship of the firm (or its affiliated broker-dealers). Examples of
arrangements under which such payments may be made currently include,
but are not limited to: sponsorships, conferences (national, regional
and top producer), speaker fees, promotional items and reimbursements to
firms for marketing activities or services paid by the firms and/or
their registered representatives. The amount of these payments varies
widely because some payments may encompass only a single event, such as
a conference, and others have a much broader scope. In addition, we may
make payments periodically during the relationship for systems,
operational and other support.

The list below includes the names of the firms (or their affiliated
broker/dealers) that we are aware (as of December 31, 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.

101

NAME OF FIRM:

1/st/ Global Capital Corp. FELTL & Company LifeMark Securities Corp.
Agency Fifth Third Securites, Inc. Lincoln Financial Advisors
Allegheny Investments Ltd. Financial Network Investment Corp. Lincoln Financial Securities
Allen & Company of Florida, Inc. Financial Planning Consultants Corporation
Allstate Financial Services, LLC Financial West Group Lincoln Investment Planning
American Financial Associates Fintegra, LLC Lombard Securities, Inc.
American Independent Securities Group, First Allied Securities, Inc. LPL Financial Corporation
LLC First Citizens Investor Services Inc Principal Financial Securities,Inc.
American Portfolios Financial Services First Heartland Capital, Inc. M Holdings Securities, Inc
Ameriprise Financial Services Inc First Tennessee Brokerage, Inc. Main Street Securities, LLC
Ameritas Investment Corp. First Western Advisors McClurg Capital Corporation
Aon Benfield Securities, Inc. Foothill Securities, Inc. Medallion Investment Services
Associated Securities Corp. Foresters Equity Services Inc Merrill Lynch
AXA Advisors, LLC Fortune Financial Services, Inc. MetLife Securities, Inc.
Banc of America Invest.Svs(SO) Founders Financial Securities LLC Michigan Securities, Inc.
BancorpSouth Investment Services, Franklin Templeton Financial Services MidAmerica Financial Services, Inc.
Inc. Corp. MML Investors Services, Inc.
BB&T Investment Services, Inc. FSC Securities Corp. Money Concepts Capital Corp.
BBVA Compass Investment Solutions, FSIC Moors & Cabot, Inc.
Inc. G.A. Repple & Company Morgan Keegan & Company
BCG Securities, Inc. Garden State Securities, Inc. Morgan Stanley Smith Barney, LLC .
Beneficial Investment Services Inc Gary Goldberg & Co., Inc. Multi-Financial Securities Corp.
Berthel Fisher & Company Geneos Wealth Management, Inc. Mutual Service Corporation
Broker Dealer Financial Services Genworth Financial Securities Corp. National Planning Corporation
Brookstone Securities, Inc. Girard Securities, Inc. National Securities Corp.
Brookstreet Securities Corp. Great American Advisors, Inc. Nationwide Planning Associates, Inc
Cadaret, Grant & Co., Inc. GunnAllen Financial, Inc. Nationwide Securities, LLC
Calton & Associates, Inc. GWN Securities, Inc. New England Securities Corp.
Cambridge Investment Research H. Beck, Inc. Next Financial Group, Inc.
Cambridge Legacy Securities, LLC Hantz Financial Services, Inc. NFP Securities, Inc.
Cantella & Co., Inc. Harbour Investments, Inc. Normandy Securities, Inc.
Capital Advisory Corp. Hazard & Siegel, Inc. North Ridge Securities Corp.
Capital Analysts HBW Securities LLC Northstar Financial Partners, Inc.
Capital Financial Services, Inc. Heritage Financial System, Inc. NRP Financial, Inc.
Capital Growth Resources Horizon Financial Investment NYLIFE Securities LLC
Capital Investment Group, Inc. Corporation Ohio National Equities, Inc.
Capital One Investments, LLC Hornor, Townsend & Kent, Inc. OneAmerica Securities, Inc.
Carillon Investments, Inc. IMS Securities Oppenheimer & Co., Inc. (Fahnestock)
Centaurus Financial, Inc. Independent Financial Grp, LLC Pacific Advisory Group Of America,
CFD Investments, Inc. Infinex Investments, Inc. LLC
Citigroup Global Markets, Inc. ING Financial Partners, Inc. Pacific Financial Associates, Inc.
Coastal Equities Inc Institutional Securities Corp. Pacific West Securities, Inc.
Cohen Financial Equities LLC Intervest International Equities Corp. Packerland Brokerage Services, Inc.
Commonwealth Financial Network Invest Financial Corporation Park Avenue Securities, LLC
Community Investment Services, Inc. Investacorp Paulson Investment Co., Inc.
Comprehensive Asset Management Investment Centers of America PlanMember Securities Corp.
Cornerstone Financial Services Investment Professionals PNC Investments, LLC
Credit Suisse Asset Management Investors Capital Corporation Presidential Brokerage, Inc.
Securities, Inc. Investors Security Co., Inc. Prime Capital Services, Inc.
Crown Capital Securities, LP ISG Equity Sales Corporation PrimeVest Financial Services, Inc.
Cumberland Brokerage Corp. J.J.B. Hilliard Lyons, Inc. Princor Financial Services Corp.
CUNA Brokerage Services, Inc. J.P. Turner & Company, LLC ProEquities, Inc.
CUSO Financial Services, LP Janney Montgomery Scott, LLC. Professional Asset Management
CW Securities, LLC JMS Securities L.P. Prospera Financial Services, Inc.
David A. Noyes & Company Key Investment Services LLC QA3 Financial Corp.
Deutsche Bank Securities, Inc. KMS Financial Services, Inc. Quest Securities, Inc.
EDI Financial Kovack Securities, Inc. Questar Capital Corporation
Equity Services, Inc. LaSalle St. Securities, LLC Rampart Financial Services Inc
Essex Financial Services, Inc Legend Equities Corporation Raymond James & Associates, Inc.
Essex Securities, LLC Legg Mason Wood Walker, Inc. Raymond James Financial Services

102

RBC Capital Markets Corporation Summit Brokerage Services, Inc. VALIC Financial Advisors, Inc
RBS Securities Inc. Summit Equities, Inc. Valmark Securities, Inc.
Regal Securities Inc SunAmerica Securities, Inc. Veritrust Financial, LLC
Regency Securities, Inc. Sunset Financial Services, Inc. VSR Financial Services, Inc.
Reliant Trading SunTrust Investment Services, Inc. Wall Street Financial Group
Resource Horizons Group SWS Financial Services, Inc. Walnut Street Securities, Inc.
RNR Securities, LLC Synergy Investment Group, LLC Waterford Investor Services, Inc.
Robert W. Baird & Co., Inc. T.S. Phillips Investments, Inc. Waterstone Financial Group, Inc.
Royal Alliance Associates, Inc. TD Waterhouse Investor Services, Inc. Wells Fargo Advisors Financial
Sage Rutty & Co., Inc. TFS Securities, Inc. Network LLC
Sagepoint Financial, Inc. The Investment Center, Inc. Wells Fargo Advisors LLC
Sammons Securities Co., LLC The O.N. Equity Sales Co. Wells Fargo Advisors LLC - Wealth
Sauders Retirement Advisors, Inc. The Strategic Financial Alliance, Inc. Wells Fargo Investments, LLC
Saunders Discount Brokerage, Inc. TimeCapital Securities Corp. Westminster Financial Securities, Inc.
Scott & Stringfellow, Inc. Tower Square Securities, Inc. Weston Securities Corp.
Securian Financial Services, Inc. TransAmerica Financial Advisors, Inc. WFG Investments, Inc.
Securities America, Inc. Triad Advisors, Inc. Woodbury Financial Services, Inc.
Securities Service Network, Inc. Trustmont Financial Group, Inc. World Choice Securities, Inc.
Sigma Financial Corporation UBS Financial Services, Inc. World Equity Group, Inc.
Signator Investors, Inc. United Planners Financial Services of World Group Securities, Inc.
SII Investments, Inc. America Worth Financial Group, Inc
Sterne, Agee & Leach, Inc. USA Financial Securities Corp. WRP Investments, Inc.
Stifel Nicolaus & Co., Inc. UVEST Financial Services Group, Inc.

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 business. Pruco Life's pending legal and regulatory actions may include
proceedings specific to it and proceedings generally applicable to business
practices in the industry in which it operates. Pruco Life is subject to class
action lawsuits and individual lawsuits involving a variety of issues,
including sales practices, underwriting practices, claims payment and
procedures, additional premium charges for premiums paid on a periodic basis,
denial or delay of benefits, return of premiums or excessive premium charges
and breaching fiduciary duties to customers. Pruco Life is subject to
litigation involving commercial disputes with counterparties or partners and
class action lawsuits and other litigation alleging, among other things, that
Pruco Life made improper or inadequate disclosures in connection with the sale
of assets and annuity and investment products or charged excessive or
impermissible fees on these products, recommended unsuitable products to
customers, mishandled customer accounts or breached fiduciary duties to
customers. Pruco Life may be a defendant in, or be contractually responsible
to third parties for, class action lawsuits and individual litigation arising
from its operations, including claims for breach of contract. Pruco Life is
also subject to litigation arising out of its general business activities,
such as its investments, contracts, leases and labor and employment
relationships, including claims of discrimination and harassment and could be
exposed to claims or litigation concerning certain business or process
patents. Regulatory authorities from time to time make inquiries and conduct
investigations and examinations relating particularly to Pruco Life and its
businesses and products. In addition, Pruco Life, along with other
participants in the businesses in which it engages, may be subject from time
to time to

103

investigations, examinations and inquiries, in some cases industry-wide,
concerning issues or matters upon which such regulators have determined to
focus. In some of Pruco Life's pending legal and regulatory actions, parties
may seek large and/or indeterminate amounts, including punitive or exemplary
damages. The outcome of a litigation or regulatory matter, and the amount or
range of potential loss at any particular time, is often inherently uncertain.

Commencing in 2003, Prudential Financial received formal requests for
information from the SEC and the New York Attorney General's Office ("NYAG")
relating to market timing in variable annuities by certain American Skandia
entities. In connection with these investigations, with the approval of
Skandia Insurance Company Ltd. (publ) ("Skandia"), an offer was made by
American Skandia to the SEC and NYAG, to settle these matters by paying
restitution and a civil penalty. In April 2009, AST Investment Services, Inc.,
formerly named American Skandia Investment Services, Inc. ("ASISI"), reached a
resolution of these investigations by the SEC and NYAG into market timing
related misconduct involving certain variable annuities. The settlements
relate to conduct that generally occurred between January 1998 and September
2003. ASISI is an affiliate of Pruco Life and serves as investment manager for
certain investment options under Pruco Life's variable life insurance and
annuity products. Prudential Financial acquired ASISI from Skandia in May
2003. Subsequent to the acquisition, Prudential Financial implemented
controls, procedures and measures designed to protect customers from the types
of activities involved in these investigations. These settlements resolve the
investigations by the above named authorities into these matters, subject to
the settlement terms. Under the terms of the settlements, ASISI paid a total
of $34 million in disgorgement and an additional $34 million as a civil money
penalty into a Fair Fund administered by the SEC to compensate those harmed by
the market timing related activities. Pursuant to the settlements, ASISI has
retained, at its ongoing cost and expense, the services of an Independent
Distribution Consultant acceptable to the Staff of the SEC to develop a
proposed distribution plan for the distribution of Fair Fund amounts according
to a methodology developed in consultation with and acceptable to the Staff.
As part of these settlements, ASISI hired an independent third party, which
has conducted a compliance review and issued a report of its findings and
recommendations to ASISI's Board of Directors, the Audit Committee of the
Advanced Series Trust Board of Trustees and the Staff of the SEC. In addition,
ASISI has agreed, among other things, to continue to cooperate with the SEC
and NYAG in any litigation, ongoing investigations or other proceedings
relating to or arising from their investigations into these matters. Under the
terms of the purchase agreement pursuant to which Prudential Financial
acquired ASISI from Skandia, Prudential Financial was indemnified for the
settlements.

Pruco Life's litigation and regulatory matters may be subject to many
uncertainties, and as a result, their outcome cannot be predicted. It is
possible that Pruco Life's results of operations or cash flow in a particular
quarterly or annual period could be materially affected by an ultimate
unfavorable resolution of pending litigation or 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
.. Payments Made to Promote Sale of Our Products
.. 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.
.. writing to us via overnight mail, certified, or registered mail delivery at
the Prudential Annuity Service Center, 2101 Welsh Road, Dresher, PA 19025.
.. 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

104

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.

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. Nor, due to circumstances beyond our
control, can we provide any assurances as to the delivery of transaction
instructions submitted to us by regular and/or express mail. Regular and/or
express mail (if operational) 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.

105

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
Year 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 after the
9th Annuity Year 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 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 Series refers to Prudential Premier Retirement Variable Annuity
X Series, B Series refers to Prudential Premier Retirement Variable Annuity B
Series, L Series refers to Prudential Premier Retirement Variable Annuity L
Series, and C Series 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.

B-1

Annuity Comparison X Series B Series L Series C Series
-------------------------------------------------------------------------------------------------------------------

Minimum Investment $10,000 $1,000 $10,000 $10,000
-------------------------------------------------------------------------------------------------------------------
Maximum Issue Age 80 85 85 85
-------------------------------------------------------------------------------------------------------------------
Contingent Deferred Sales 9 Years 7 Years 4 Years N/A
Charge Schedule (9%, 9%, 9%, 9%, 8%, (7%, 7%, 6%, 6%, 5%, (7%, 7%, 6%, 5%)
(Based on date of each 8%, 8%, 5%, 2.5%) 5%, 5%)
purchase payment)
May vary by state
-------------------------------------------------------------------------------------------------------------------
Total Insurance Charge 1.85% 1.30% 1.70% 1.75%
(during first 9 Annuity
Years)
-------------------------------------------------------------------------------------------------------------------
Total Insurance Charge 1.30%
(after 9th Annuity Year)
-------------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee Lesser of:
$50, or
2% of Unadjusted
Account Value
Waived for
Premiums =(greater than) $100k
-------------------------------------------------------------------------------------------------------------------
Purchase Credit Yes, based on purchase No No No
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
Options (Not all options Franklin Templeton VIT
available with certain
optional benefits)
-------------------------------------------------------------------------------------------------------------------
Minimum Death Benefit Greater of: Greater of:
Purchase payments Purchase payments
minus proportional minus proportional
withdrawals, and withdrawals, and
Unadjusted Unadjusted
Account Value, Account Value
Less any Purchase Credits
recaptured in certain
circumstances
-------------------------------------------------------------------------------------------------------------------
Optional Death Benefits HAV
(for an additional cost) Combo 5% Roll-up & HAV
-------------------------------------------------------------------------------------------------------------------
Optional Living Benefits HDI
(for an additional cost) HDI with LIA
SHDI
HD6 Plus;
HD6 Plus w/ LIA;
Spousal HD6 Plus;
HD GRO II;
GRO Plus II
-------------------------------------------------------------------------------------------------------------------

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.

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 (which is 1.10% for
all Series) based on the fees and expenses of the applicable underlying
portfolios as of December 31, 2009. 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.

B-2

The Account Value and Surrender Value are further reduced by the Annual
Maintenance Fee, if applicable. For X-Series, the Account Value and Surrender
Value also reflect the addition of any applicable Purchase Credits.

The Account Value assumes no surrender, while the Surrender Value assumes a
100% surrender two days prior to the anniversary of the Issue Date of the
Annuity ("Annuity Anniversary"), therefore reflecting the CDSC applicable to
that Annuity Year. Note that a withdrawal on the Annuity Anniversary, or the
day before the Annuity Anniversary, would be subject to the CDSC applicable to
the next Annuity Year, which may be lower. The CDSC is calculated based on the
date that the Purchase Payment was made and for purposes of these examples, we
assume that a single Purchase Payment of $100,000 was made on the Issue Date.
The values that you actually experience under an Annuity will be different
from what is depicted here if any of the assumptions we make here differ from
your circumstances, however the relative values for each Annuity reflected
below will remain the same. (We will provide your Financial Professional with
a personalized illustration upon request).

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 Account and
Surrender Values, the PWV will differ by share class. Typically, the share
class with the higher Account Value will translate into a relatively higher
PWV, unless the net rate of return is below the roll-up rate, 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 to the Account Value,
will yield the relatively highest PWV in all scenarios. If the minimum
guarantee(s) increases 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 minimum
guarantee(s) due to the impact of the Purchase Credit.

0% GROSS RATE OF RETURN

----------------------------------------------------------------------------
L Share B Share X Share C Share
----------------------------------------------------------------------------
Net rate of return Net rate of return Net rate of return Net rate of return
Yrs 1-10 -2.78% All years -2.39% Yrs 1-10 -2.93% Yrs 1-10 -2.83%
Yrs 10+ -2.39% Yrs 10+ -2.39% Yrs 10+ -2.39%
----------------------------------------------------------------------------
Annuity Account Surrender Account Surrender Account Surrender Account Surrender
Year Value Value Value Value Value Value Value Value
------------------------------------------------------------------------------------

1 97,226 90,226 97,621 90,621 102,903 93,903 97,177 97,177
------------------------------------------------------------------------------------
2 94,522 87,522 95,292 88,292 99,888 90,888 94,426 94,426
------------------------------------------------------------------------------------
3 91,893 85,893 93,018 87,018 96,962 87,962 91,753 91,753
------------------------------------------------------------------------------------
4 89,337 84,337 90,799 84,799 94,121 85,121 89,156 89,156
------------------------------------------------------------------------------------
5 86,853 86,853 88,633 83,633 91,364 83,364 86,632 86,632
------------------------------------------------------------------------------------
6 84,437 84,437 86,519 81,519 88,687 80,687 84,180 84,180
------------------------------------------------------------------------------------
7 82,088 82,088 84,455 79,455 86,089 78,089 81,797 81,797
------------------------------------------------------------------------------------
8 79,805 79,805 82,440 82,440 83,567 78,567 79,481 79,481
------------------------------------------------------------------------------------
9 77,586 77,586 80,473 80,473 81,119 78,619 77,231 77,231
------------------------------------------------------------------------------------
10 75,428 75,428 78,553 78,553 78,742 78,742 75,045 75,045
------------------------------------------------------------------------------------
11 73,628 73,628 76,679 76,679 76,862 76,862 73,254 73,254
------------------------------------------------------------------------------------
12 71,871 71,871 74,850 74,850 75,029 75,029 71,506 71,506
------------------------------------------------------------------------------------
13 70,156 70,156 73,064 73,064 73,239 73,239 69,800 69,800
------------------------------------------------------------------------------------
14 68,483 68,483 71,321 71,321 71,491 71,491 68,135 68,135
------------------------------------------------------------------------------------
15 66,849 66,849 69,619 69,619 69,786 69,786 66,510 66,510
------------------------------------------------------------------------------------
16 65,254 65,254 67,959 67,959 68,121 68,121 64,923 64,923
------------------------------------------------------------------------------------
17 63,697 63,697 66,337 66,337 66,496 66,496 63,374 63,374
------------------------------------------------------------------------------------
18 62,178 62,178 64,755 64,755 64,909 64,909 61,862 61,862
------------------------------------------------------------------------------------
19 60,694 60,694 63,210 63,210 63,361 63,361 60,386 60,386
------------------------------------------------------------------------------------
20 59,246 59,246 61,702 61,702 61,849 61,849 58,946 58,946
------------------------------------------------------------------------------------
21 57,833 57,833 60,230 60,230 60,374 60,374 57,539 57,539
------------------------------------------------------------------------------------
22 56,453 56,453 58,793 58,793 58,933 58,933 56,167 56,167
------------------------------------------------------------------------------------
23 55,106 55,106 57,390 57,390 57,527 57,527 54,827 54,827
------------------------------------------------------------------------------------
24 53,792 53,792 56,021 56,021 56,155 56,155 53,519 53,519
------------------------------------------------------------------------------------
25 52,508 52,508 54,685 54,685 54,815 54,815 52,242 52,242
------------------------------------------------------------------------------------

ASSUMPTIONS:

a. $100,000 initial investment

b. Fund Expenses = 1.10%

c. No optional death benefits or living benefits elected

d. Annuity was issued on or after May 1, 2010

e. Surrender Value assumes surrender 2 days before Annuity Anniversary

B-3

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 Annuities issued in the state of Connecticut:

Due to the state-specific CDSC schedule for X Series Annuities issued in
Connecticut, the Surrender Values shown above may differ. Please refer to
Appendix E for details.

6% GROSS RATE OF RETURN

----------------------------------------------------------------------------
L Share B Share X Share C Share
----------------------------------------------------------------------------
Net rate of return Net rate of return Net rate of return Net rate of return
Yrs 1-10 3.05% All years 3.47% Yrs 1-10 2.89% Yrs 1-10 3.00%
Yrs 10+ 3.47% Yrs 10+ 3.47% Yrs 10+ 3.47%
----------------------------------------------------------------------------
Annuity Account Surrender Account Surrender Account Surrender Account Surrender
Year Value Value Value Value Value Value Value Value
------------------------------------------------------------------------------------

1 103,043 96,043 103,461 96,461 109,060 100,060 102,991 102,991
------------------------------------------------------------------------------------
2 106,188 99,188 107,053 100,053 112,217 103,217 106,080 106,080
------------------------------------------------------------------------------------
3 109,429 103,429 110,769 104,769 115,465 106,465 109,262 109,262
------------------------------------------------------------------------------------
4 112,768 107,768 114,614 108,614 118,807 109,807 112,539 112,539
------------------------------------------------------------------------------------
5 116,210 116,210 118,592 113,592 122,246 114,246 115,915 115,915
------------------------------------------------------------------------------------
6 119,756 119,756 122,709 117,709 125,784 117,784 119,391 119,391
------------------------------------------------------------------------------------
7 123,411 123,411 126,968 121,968 129,425 121,425 122,972 122,972
------------------------------------------------------------------------------------
8 127,177 127,177 131,375 131,375 133,172 128,172 126,661 126,661
------------------------------------------------------------------------------------
9 131,059 131,059 135,936 135,936 137,026 134,526 130,460 130,460
------------------------------------------------------------------------------------
10 135,058 135,058 140,654 140,654 140,993 140,993 134,373 134,373
------------------------------------------------------------------------------------
11 139,745 139,745 145,536 145,536 145,885 145,885 139,036 139,036
------------------------------------------------------------------------------------
12 144,595 144,595 150,588 150,588 150,948 150,948 143,862 143,862
------------------------------------------------------------------------------------
13 149,615 149,615 155,815 155,815 156,188 156,188 148,855 148,855
------------------------------------------------------------------------------------
14 154,808 154,808 161,224 161,224 161,610 161,610 154,022 154,022
------------------------------------------------------------------------------------
15 160,182 160,182 166,820 166,820 167,219 167,219 159,369 159,369
------------------------------------------------------------------------------------
16 165,742 165,742 172,611 172,611 173,024 173,024 164,901 164,901
------------------------------------------------------------------------------------
17 171,495 171,495 178,603 178,603 179,030 179,030 170,625 170,625
------------------------------------------------------------------------------------
18 177,448 177,448 184,802 184,802 185,244 185,244 176,547 176,547
------------------------------------------------------------------------------------
19 183,607 183,607 191,217 191,217 191,674 191,674 182,676 182,676
------------------------------------------------------------------------------------
20 189,981 189,981 197,854 197,854 198,328 198,328 189,016 189,016
------------------------------------------------------------------------------------
21 196,575 196,575 204,722 204,722 205,212 205,212 195,578 195,578
------------------------------------------------------------------------------------
22 203,399 203,399 211,828 211,828 212,335 212,335 202,366 202,366
------------------------------------------------------------------------------------
23 210,459 210,459 219,181 219,181 219,705 219,705 209,391 209,391
------------------------------------------------------------------------------------
24 217,764 217,764 226,789 226,789 227,332 227,332 216,659 216,659
------------------------------------------------------------------------------------
25 225,323 225,323 234,662 234,662 235,223 235,223 224,180 224,180
------------------------------------------------------------------------------------

ASSUMPTIONS:

a. $100,000 initial investment

b. Fund Expenses = 1.10%

c. No optional death benefits or living benefits elected

d. Annuity was issued on or after May 1, 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 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.

B-4

For X Series Annuities issued in the state of Connecticut:

Due to the state-specific CDSC schedule for X Series Annuities issued in
Connecticut, the Surrender Values shown above may differ. Please refer to
Appendix E for details. 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 year seven and from the tenth Annuity Year on.

10% GROSS RATE OF RETURN

----------------------------------------------------------------------------
L Share B Share X Share C Share
----------------------------------------------------------------------------
Net rate of return Net rate of return Net rate of return Net rate of return
Yrs 1-10 6.94% All years 7.38% Yrs 1-10 6.78% Yrs 1-10 6.89%
Yrs 10+ 7.38% Yrs 10+ 7.38% Yrs 10+ 7.38%
----------------------------------------------------------------------------
Annuity Account Surrender Account Surrender Account Surrender Account Surrender
Year Value Value Value Value Value Value Value Value
------------------------------------------------------------------------------------

1 106,921 99,921 107,355 100,355 113,164 104,164 106,867 106,867
------------------------------------------------------------------------------------
2 114,342 107,342 115,273 108,273 120,833 111,833 114,226 114,226
------------------------------------------------------------------------------------
3 122,278 116,278 123,775 117,775 129,023 120,023 122,091 122,091
------------------------------------------------------------------------------------
4 130,765 125,765 132,905 126,905 137,767 128,767 130,499 130,499
------------------------------------------------------------------------------------
5 139,840 139,840 142,707 137,707 147,104 139,104 139,485 139,485
------------------------------------------------------------------------------------
6 149,546 149,546 153,233 148,233 157,074 149,074 149,091 149,091
------------------------------------------------------------------------------------
7 159,925 159,925 164,535 159,535 167,719 159,719 159,357 159,357
------------------------------------------------------------------------------------
8 171,025 171,025 176,671 176,671 179,086 174,086 170,331 170,331
------------------------------------------------------------------------------------
9 182,895 182,895 189,701 189,701 191,224 188,724 182,060 182,060
------------------------------------------------------------------------------------
10 195,589 195,589 203,693 203,693 204,184 204,184 194,597 194,597
------------------------------------------------------------------------------------
11 210,013 210,013 218,717 218,717 219,240 219,240 208,947 208,947
------------------------------------------------------------------------------------
12 225,503 225,503 234,849 234,849 235,411 235,411 224,359 224,359
------------------------------------------------------------------------------------
13 242,136 242,136 252,171 252,171 252,774 252,774 240,907 240,907
------------------------------------------------------------------------------------
14 259,995 259,995 270,770 270,770 271,418 271,418 258,675 258,675
------------------------------------------------------------------------------------
15 279,171 279,171 290,742 290,742 291,437 291,437 277,755 277,755
------------------------------------------------------------------------------------
16 299,762 299,762 312,186 312,186 312,933 312,933 298,241 298,241
------------------------------------------------------------------------------------
17 321,872 321,872 335,212 335,212 336,014 336,014 320,239 320,239
------------------------------------------------------------------------------------
18 345,612 345,612 359,936 359,936 360,797 360,797 343,858 343,858
------------------------------------------------------------------------------------
19 371,104 371,104 386,484 386,484 387,409 387,409 369,221 369,221
------------------------------------------------------------------------------------
20 398,475 398,475 414,990 414,990 415,983 415,983 396,453 396,453
------------------------------------------------------------------------------------
21 427,866 427,866 445,599 445,599 446,664 446,664 425,695 425,695
------------------------------------------------------------------------------------
22 459,424 459,424 478,465 478,465 479,609 479,609 457,093 457,093
------------------------------------------------------------------------------------
23 493,310 493,310 513,755 513,755 514,984 514,984 490,807 490,807
------------------------------------------------------------------------------------
24 529,695 529,695 551,648 551,648 552,968 552,968 527,007 527,007
------------------------------------------------------------------------------------
25 568,764 568,764 592,337 592,337 593,753 593,753 565,878 565,878
------------------------------------------------------------------------------------

ASSUMPTIONS:

a. $100,000 initial investment

b. Fund Expenses = 1.10%

c. No optional death benefits or living benefits elected

d. Annuity was issued on or after May 1, 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 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 Annuities issued in the state of Connecticut:

B-5

APPENDIX C - HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT, HIGHEST DAILY
LIFETIME 6 PLUS INCOME BENEFIT WITH LIFETIME INCOME ACCELERATOR, AND SPOUSAL
HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT - NO LONGER AVAILABLE FOR NEW
ELECTIONS EXCEPT IN CERTAIN STATES

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.

Previously we offered 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.

(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.

C-1

If you have not made a Lifetime Withdrawal on or before the 10/th/ or 20/th/
Anniversary of the effective date of the benefit, your Periodic Value on the
10/th/ or 20/th/ 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 10/th/ anniversary) or 400% (on the 20/th/ 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 10/th/ anniversary) or 400% (on the 20/th/ 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, we use slightly different terms for the
calculation described. 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.

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
183/rd/ day after his/her 59/th/ 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 TAX WITHHOLDING, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT
ONLY THE AMOUNT YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR
TAX WITHHOLDING, 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 TAX WITHHOLDING
DEDUCTED FROM THE AMOUNT YOU ACTUALLY RECEIVE (ALTHOUGH AN MVA MAY ALSO BE
APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE, IT IS NOT CONSIDERED FOR
PURPOSES OF DETERMINING EXCESS INCOME). THE PORTION OF 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 TAX
WITHHOLDING (E.G., $240) BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE
(ALTHOUGH AN MVA MAY ALSO BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT
VALUE, IT IS NOT CONSIDERED FOR PURPOSES OF DETERMINING EXCESS INCOME). 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 TAX WITHHOLDING (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 TAX WITHHOLDING) 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).

C-2

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.

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).

C-3

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

HERE IS THE CALCULATION:

Unadjusted Account Value before Lifetime withdrawal $118,000.00
Less amount of "non" excess withdrawal $ 3,500.00
Unadjusted Account Value immediately before excess withdrawal of $1,500 $114,500.00
Excess withdrawal amount $ 1500.00
Ratio 1.31%
Annual Income Amount $ 6,000.00
Less ratio of 1.31% $ 78.60
Annual Income Amount for future Annuity Years $ 5,921.40

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

C-4

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.

Assume the following:
The Issue Date is December 1, 2010
. The Highest Daily Lifetime 6 Plus benefit is elected on September 1, 2011
. The Unadjusted 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 10/th/
benefit year minimum Periodic Value guarantee is $210,000, and the 20/th/
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 Highest Daily Lifetime 6 Plus benefit 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:

C-5

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 Service 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:

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 for the Non-Lifetime Withdrawal as well as withdrawals that exceed the
Annual Income

C-6

Amount. If you have an active Systematic Withdrawal program running at the
time you elect this benefit, the first Systematic Withdrawal that processes
after your election of the benefit will be deemed a Lifetime
Withdrawal. 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.

.. 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 Options." You can find a copy of the AST Investment
Grade Bond Portfolio prospectus by going to www.prudentialannuities.com.
.. Transfers to and from the elected Sub-accounts, the 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
We no longer permit elections of Highest Daily Lifetime 6 Plus except in
certain States. Previously, for elections of Highest Daily Lifetime 6 Plus,
there must have been either, a single Owner who is the same as the Annuitant,
or if the Annuity is entity owned, there must have been a single natural
person Annuitant. In either case, the Annuitant must have been 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 YOUR UNADJUSTED ACCOUNT VALUE ON THE
EFFECTIVE DATE OF HIGHEST DAILY

C-7

LIFETIME 6 PLUS. You and your Financial Professional should 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 participate in 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.

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
certain other living benefits), 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 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.

C-8

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).

C-9

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.

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.

C-10

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 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.

C-11

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 120/th/
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.

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).

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.

C-12

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 183/rd/ day after his/her 59/th/
birthday).

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

C-13

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.

Previously, we offered 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

C-14

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.

(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 10/th/ anniversary) or 400% (on the 20/th/ 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 10/th/ anniversary) or 400% (on the 20/th/ 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).

C-15

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 TAX WITHHOLDING, WE WILL IDENTIFY THE AMOUNT THAT INCLUDES NOT
ONLY THE AMOUNT YOU ACTUALLY RECEIVE, BUT ALSO THE AMOUNT OF THE CDSC AND/OR
TAX WITHHOLDING, 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 TAX WITHHOLDING
DEDUCTED FROM THE AMOUNT YOU ACTUALLY RECEIVE (ALTHOUGH AN MVA MAY ALSO BE
APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE, IT IS NOT CONSIDERED FOR
PURPOSES OF DETERMINING EXCESS INCOME). THE PORTION OF 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 TAX
WITHHOLDING (E.G., $240) BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT VALUE
(ALTHOUGH AN MVA MAY ALSO BE APPLIED TO YOUR REMAINING UNADJUSTED ACCOUNT
VALUE, IT IS NOT CONSIDERED FOR PURPOSES OF DETERMINING EXCESS INCOME). 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 TAX WITHHOLDING (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 TAX WITHHOLDING) 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).

C-16

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".

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.

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

C-17

Lifetime Withdrawal (or last Annuity Anniversary in subsequent years),
adjusted for withdrawals and additional Purchase Payments (including any
associated Purchase Credits), is higher than the Annual Income Amount,
adjusted for excess withdrawals and additional Purchase Payments (including
any associated Purchase Credits).

Continuing the same example as above, the Annual Income Amount for this
Annuity Year is $6,000. However, the excess withdrawal on October 27 reduces
the amount to $5,921.40 for future years (see above). For the next Annuity
Year, the Annual Income Amount will be stepped up if 5% (since the youngest
designated life is between 65 and 84 on the date of the potential step-up) of
the highest daily Unadjusted Account Value adjusted for withdrawals and
Purchase Payments (including any associated Purchase Credits), is higher than
$5921.40. Here are the calculations for determining the daily values. Only the
October 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.
** 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 an Unadjusted Account Value
of $115,500 before the excess withdrawal.
. This amount ($115,500) is further reduced by 1.31% (this is the ratio in
the above example which is the excess withdrawal divided by the
Unadjusted Account Value immediately preceding the excess withdrawal)
resulting in a Highest Daily Value of $113,986.95.
. The adjusted Annual Income Amount is carried forward to the next
Valuation Date of October 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.

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

C-18

.. 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 20/th/
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 Unadjusted
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.

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.

C-19

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:

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 for the Non-Lifetime Withdrawal as well as withdrawals that
exceed the Annual Income Amount. If you have an active Systematic
Withdrawal program running at the time you elect this benefit, the first
Systematic Withdrawal that processes after your election of the benefit
will be deemed a Lifetime Withdrawal. 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.
.. 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 "Investment Options." In addition, you can find a copy of
the AST Investment Grade Bond Portfolio prospectus by going to
www.prudentialannuities.com.

C-20

.. 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.
.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in Good Order, we will (i) sell Units of the
non-permitted Investment Options and (ii) invest the proceeds of those
sales in the Sub-accounts that you have designated. During this
reallocation process, your Unadjusted Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case
generally. The newly-elected benefit will commence at the close of business
on the following Valuation Day. Thus, the protection afforded by the
newly-elected benefit will not arise until the close of business on the
following Valuation Day.
.. The current charge for Spousal Highest Daily Lifetime 6 Plus is 0.95%
annually of the greater of Unadjusted Account Value and Protected
Withdrawal Value. The maximum charge for Spousal Highest Daily Lifetime 6
Plus is 1.50% annually of the greater of the Unadjusted Account Value and
Protected Withdrawal Value. 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, 0.2375% of the greater of the prior
Valuation Day's Unadjusted Account Value, or the prior Valuation Day's
Protected Withdrawal Value. We deduct the fee pro rata from each of your
Sub-accounts, including the AST Investment Grade Bond Sub-account.

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

ELECTION OF AND DESIGNATIONS UNDER THE BENEFIT
Spousal Highest Daily Lifetime 6 Plus is no longer available, except in
certain States. Spousal Highest Daily Lifetime 6 Plus could only be elected
based on two designated lives. Designated lives must have been 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. Spousal Highest Daily
Lifetime 6 Plus only could be elected where the Owner, Annuitant, and
Beneficiary designations were 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.

If available, Spousal 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 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"

C-21

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 and your
Financial Professional should carefully consider whether terminating your
existing benefit and electing Spousal 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 participate in 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.

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.

C-22

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%.

. C\\us\\ - 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 DCA 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 (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

C-23

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 (greater than) C\\u\\ and r
(less or =) C\\us\\ or if on any day r (greater than) C\\us\\, and
transfers have not been suspended due to the 90% cap rule, assets in the
Permitted Sub-accounts and the DCA MVA Options, if applicable, are
transferred to the AST Investment Grade Bond Portfolio Sub-account.

. If r (less than) C\\l\\, and there are currently assets in the AST
Investment Grade Bond Portfolio Sub-account (B (greater than) 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\\] / Money is transferred from the AST Investment
(1 - C\\t\\))} 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-accounts
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.

C-24

"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 6.7 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-25

APPENDIX D: FORMULA FOR 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

. C\\l\\ is the lower target value. Currently, it is 79%.

. C\\t\\ is the middle target value. Currently, it is 82%.

. C\\u\\ 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,
. G\\i\\ is the guarantee amount

. N\\i\\ is the number of days until the Maturity Date

. d\\i\\ 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 (L\\i\\), where L\\i\\ = G\\i\\ / (1 + d\\i\\) /(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
(greater than) C\\u\\, 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\\) * C\\t\\] / (1 - C\\t\\))}

D-1

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 (less than) C\\l\\ and B (greater than) 0. The transfer amount is calculated
by the following formula:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\))}

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.

90% CAP RULE: If, on any Valuation Day the Rider remains in effect, a transfer
into the AST bond portfolio Sub-account occurs which results in 90% of the
Account Value being allocated to the AST bond portfolio Sub-account, any
transfers into the AST bond portfolio Sub-account will be suspended even if
the formula would otherwise dictate that a transfer into the AST bond
portfolio Sub-account should occur. Transfers out of the AST 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 bond portfolio
Sub-account occurs. Due to the performance of the AST bond portfolio
Sub-account and the elected Sub-accounts, the Account Value could be more than
90% invested in the AST bond portfolio Sub-account.

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
------------ ----------------------------------------------------------------
California Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator
is not available. Highest Daily Lifetime Income with Lifetime
Income Accelerator is not available. Medically-Related Surrender
is not available. For the California annuity forms, "contingent
deferred sales charges" are referred to as "surrender charges".

Connecticut Highest Daily Lifetime 6 Plus with Lifetime Income Accelerator
is not available. Highest Daily Lifetime Income 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 7.75%
5 years old or older, but not yet 6 years old 7.75%
6 years old or older, but not yet 7 years old 5.0%
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%

Florida One year waiting period for annuitization.

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.

Nevada Credits applied to Purchase Payments for a designated class of
Annuity Owners are not available.

Texas Credits applied to Purchase Payments for a designated class of
Annuity Owners are not available. NO MVA OPTIONS ARE AVAILABLE
UNDER THE X SERIES ANNUITY. THE BENEFICIARY ANNUITY IS 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. The DCA MVA Option is not available. Highest
Daily Lifetime Income with Lifetime Income Accelerator is not
available.

E-1

APPENDIX F - MVA FORMULAS

MVA FORMULA FOR LONG-TERM MVA OPTIONS

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/

GP\\1\\ = the smallest whole number of years greater than or equal to Y.

r\\1\\ = the rate for Guarantee Periods of duration GP\\1\\, which will equal
the crediting rate if such Guarantee Period duration is currently available.

GP\\2\\ = the greatest whole number of years less than or equal to Y, but not
less than 1.

r\\2\\ = the rate for Guarantee Periods of duration GP\\2\\, 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 GP\\1\\ or
duration GP\\2\\, we will determine r\\1\\ and / or r\\2\\ 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 r\\1\\ and / or r\\2\\ will be equal to [(1) +
(2) - (3)], where (1), (2), and (3) are defined as:

(1)= the current Treasury spot rate for GP\\1\\ or GP\\2\\, 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" = r\\2\\.

Otherwise, we determine "j" by linearly interpolating between r\\1\\ and
r\\2\\, using the following formula:

J = (R\\1\\ * (Y - GP\\2\\) + r\\2\\ * (GP\\1\\ - Y))/(GP\\1\\ - GP\\2\\)

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

F-1

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

MVA Examples For Long-Term MVA Options
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

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.

F-2

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-3

APPENDIX G - FORMULA FOR HIGHEST DAILY GRO II

FORMULA FOR ELECTIONS OF HIGHEST DAILY GRO II MADE PRIOR TO JULY 16, 2010

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

. C\\l\\ is the lower target value. Currently, it is 79%.

. C\\t\\ is the middle target value. Currently, it is 82%.

. C\\u\\ 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,
. G\\i\\ is the guarantee amount

. N\\i\\ is the number of days until the Maturity Date

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.

L = MAX (L\\i\\), where L\\i\\ = G\\i\\ / (1 + d\\i\\) /(Ni/365)/

Next the formula calculates the following formula ratio:

r = (L - B) / (V\\V\\ + V\\F\\)

The formula will transfer assets into the AST bond portfolio Sub-account if r
(greater than) C\\u\\, 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\\) * C\\t\\] / (1 - C\\t\\))}

G-1

The formula will transfer assets out of the AST bond portfolio Sub-account if
r (less than) C\\l\\ and B (greater than) 0. The transfer amount is calculated
by the following formula:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\))}

FORMULA FOR ELECTIONS OF HD GRO II MADE ON OR AFTER JULY 16, 2010, SUBJECT TO
STATE APPROVAL.

The operation of the formula is the same as for elections of HD GRO II prior
to July 16, 2010. The formula below provides additional information regarding
the concept of the Projected Future Guarantee throughout the Transfer
Calculation.

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 the elected Fixed Rate Options of
the Annuity

. B is the total current value of the Transfer Account

. C\\l\\ is the lower target value; it is established on the Effective
Date and is not changed for the life of the guarantee

. C\\t\\ is the middle target value; it is established on the Effective
Date and is not changed for the life of the guarantee

. C\\u\\ is the upper target value; it is established on the Effective
Date and is not changed for the life of the guarantee

. T is the amount of a transfer into or out of the Transfer Account

. "Projected Future Guarantee" is an amount equal to the highest Account
Value (adjusted for Withdrawals and additional Net Purchase Payments)
within the current Benefit Year that would result in a new Guarantee
Amount. For the Projected Future Guarantee, the assumed Guarantee Period
begins on the current Valuation Day and ends 10 years from the next
anniversary of the Effective Date. We only calculate a Projected Future
Guarantee if the assumed Guarantee Period associated with that Projected
Future Guarantee does not extend beyond the latest Annuity Date
applicable to the Annuity.

The formula, which is set on the Effective Date and is not changed while the
Rider is in effect, determines, on each Valuation Day, when a transfer is
required.

The formula begins by determining for each Guarantee Amount and for the
Projected Future Guarantee, the value on that Valuation Day that, if
appreciated at the applicable discount rate, would equal the Guarantee Amount
at the end of the Guarantee Period. We call the greatest of these values the
"current liability (L)".

L = MAX (L\\i\\ ), where L\\i\\ = G\\i\\ / (1 + d\\i\\ ) /(Ni /365)/

Where:
. G\\i\\ is the value of the Guarantee Amount or the Projected Future
Guarantee

. N\\i\\ is the number of days until the end of the Guarantee Period

G-2

. d\\i\\ is the discount rate associated with the number of days until the
end of a Guarantee Period (or the assumed Guarantee Period, for the
Projected Future Guarantee). The discount rate is determined by taking
the greater of the Benchmark Index Interest Rate less the Discount Rate
Adjustment, and the Discount Rate Minimum. The applicable term of the
Benchmark Index Interest Rate is the same as the number of days
remaining until the end of the Guarantee Period (or the assumed
Guarantee Period, for the Projected Future Guarantee). If no Benchmark
Index Interest Rate is available for such term, the nearest available
term will be used. The Discount Rate Minimum is determined based on the
number of months since the Effective Date.

Next the formula calculates the following formula ratio (r):

r = (L - B) / (V\\V\\ + V\\F\\ )

If the formula ratio exceeds an upper target value, then Unadjusted Account
Value will be transferred to the bond portfolio Sub-account associated with
the current liability subject to the 90% Cap Feature. If, at the time we make
a transfer to the bond portfolio Sub-account associated with the current
liability, there is Unadjusted Account Value allocated to a bond portfolio
Sub-account not associated with the current liability, we will transfer all
assets from that bond portfolio Sub-account to the bond portfolio Sub-account
associated with the current liability.

The formula will transfer assets into the Transfer Account if r (greater than)
C\\u\\ and if transfers have not been suspended due to the 90% Cap Feature.
Assets in the elected Sub-accounts and Fixed Rate Options, if applicable, are
transferred to the Transfer Account in accordance with the Transfer provisions
of the Rider.

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\\ ) * C\\t\\ ] / (1 - C\\t\\ ))}

If the formula ratio is less than a lower target value, and there are assets
in the Transfer Account, then the formula will transfer assets out of the
Transfer Account and into the elected Sub-accounts.

The formula will transfer assets out of the Transfer Account if r (less than)
C\\l\\ and B (greater than) 0.

The transfer amount is calculated by the following formula:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\ ) * C\\t\\ ] / (1 - C\\t\\ ))}

If, following a transfer to the elected Sub-accounts, there are assets
remaining in a bond portfolio Sub-account not associated with the current
liability, we will transfer all assets from that bond portfolio Sub-account to
the bond portfolio Sub-account associated with the current liability.

90% CAP FEATURE: If, on any Valuation Day the Rider remains in effect, a
transfer into the Transfer Account occurs which results in 90% of the
Unadjusted Account Value being allocated to the Transfer Account, any
transfers into the Transfer Account will be suspended even if the formula
would otherwise dictate that a transfer into the Transfer Account should
occur. Transfers out of the Transfer Account and into the elected Sub-accounts
will still be allowed. The suspension will be lifted once a transfer out of
the Transfer Account occurs. Due to the performance of the Transfer Account
and the elected Sub-Accounts, the Unadjusted Account Value could be more than
90% invested in the Transfer Account.

G-3

APPENDIX H - FORMULA FOR HIGHEST DAILY LIFETIME INCOME, HIGHEST DAILY LIFETIME
INCOME WITH LIFETIME INCOME ACCELERATOR, AND SPOUSAL HIGHEST DAILY LIFETIME
INCOME

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 Income/Spousal Highest Daily Lifetime Income
benefit (the "Effective Date") and is not changed for the life of the
guarantee. Currently, it is 83%.

. C\\us\\ - The secondary upper target is established on the Effective
Date of the Highest Daily Lifetime Income/Spousal Highest Daily Lifetime
Income 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 DCA MVA Options in
the Annuity.

. B - the total value of the AST Investment Grade Bond Portfolio
Sub-account.

. 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.

L = 0.05 * P * a

H-1

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\\).

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:

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.

H-2

"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
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

* 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

H-3

----------------
[LOGO] Prudential PRSRT STD
The Prudential Insurance Company of America U.S. POSTAGE
751 Broad Street PAID
Newark, NJ 07102-3777 LANCASTER, PA
PERMIT NO. 1793
----------------