[Letterhead Pruco Life Insurance Company]

July 10, 2012

Sally Samuel, Esq.
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:Post-effective Amendments under Rule 485(a) to Certain Form N-4 Registration
   Statements - Pruco Life Flexible Premium Variable Annuity Account and Pruco
   Life of New Jersey Flexible Premium Variable Annuity Account

Dear Ms. Samuel:

This letter responds to your comments on post-effective amendments we filed on
May 14, 2012, under Rule 485(a) under the Securities Act of 1933 on behalf of
Pruco Life Insurance Company ("Pruco Life") and Pruco Life Insurance Company of
New Jersey ("PLNJ").

The Form N-4 registration statements being amended are as follows:

    .  Pruco Life's and PLNJ's Prudential Premier Retirement Variable Annuities
       (File Nos. 333-162673 and 333-162678);
    .  Pruco Life's and PLNJ's Prudential Premier Advisor Variable Annuities
       (File Nos. 333-162680 and 333-162676);
    .  Pruco Life's and PLNJ's Prudential Premier Retirement Variable Annuity
       (File Nos. 333-170466 and 333-170468)

Today, we are making a correspondence filing through EDGAR, which consists of
the prospectus for the Pruco Life Flexible Premium Variable Annuity Account,
File Nos. 333-162673 and 811-07325. All changes made since the May 14, 2012
filing are marked. The enclosed prospectus is also now typeset.

A summary of your comments, along with our proposed responses, follows.

    1. Comment: The prospectus is very long and includes many appendices. Its
       --------
       size may make it difficult for potential and existing customers to
       understand. Please consider filing new registration statements for new
       sales. In the alternative, please consider how the prospectus can be
       streamlined.

                                      1



       Response: We have revised the prospectus to make it streamlined and to
       ---------
       make it clearer what benefits are currently being offered.

    2. Comment: Please file complete Parts B and C (including complete exhibit
       --------
       list) and revise the "Explanatory Note."

       Response: We will file complete Parts B and C and revise the
       ---------
       "Explanatory Note."

    3. Comment: Please add the effective date.
       --------

       Response: We have added the effective date to the prospectuses and SAIs.
       ---------

    4. Comment: Please disclose on the cover page of the prospectus that the
       --------
       guarantees offered in the riders are the obligations of the insurance
       company and are subject to the claims-pay ability of the insurance
       company.

       Response: We have added the requested disclosure.
       ---------

    5. Comment: Under "Variable Investment Options" on the cover page please
       --------
       spell out which investment options may be elected with which benefits.
       This can be done in a footnote. Please make it more clear that the AST
       Quantitative Modeling Portfolio is not available if you elect any
       optional benefit.

       Response: We have revised the disclosure accordingly.
       ---------

    6. Comment: Fee Table - if the fee waivers and/or reimbursements are not
       --------
       available for one year, please delete footnotes 1 and 6.

       Response: In that these prospectuses will be updated for May 1, 2013,
       ---------
       the fee waivers and/or reimbursements currently in place until April 30,
       2013, and June 30, 2013, respectively, will be in effect when the
       prospectuses are next updated. Therefore, we believe we should not
       delete the footnotes.

    7. Comment: In the "Expense Examples" please confirm that the purchase
       --------
       credits are not reflected but the fees are included.

       Response: This confirms that the purchase credits are not reflected but
       ---------
       the fees are included in the examples.

    8. Comment: Please identify the time period during which each benefit was
       --------
       offered. Also include at the beginning of each Appendix.

       Response: We have indicated benefit availability dates for discontinued
       ---------
       benefits, including at the beginning of each Appendix. We believe this
       makes it clear which benefits are currently offered.

                                      2



    9. Comment: On page 21 (typeset page 14) under "Optional Living Benefits",
       --------
       clarify the time period during which each benefit was available and
       identify the Appendix which describes the benefit. Please also add
       disclosure in other places in prospectus.

       Response: We have revised the disclosure as requested.
       ---------

    10.Comment: On page 68, (typeset page 60) please revise the second bullet
       --------
       under "Other Important Considerations" to clarify what is subject to the
       CDSC.

       Response: We have clarified the disclosure.
       ---------

    11.Comment: On page 70 (typeset page 62), please add disclosure to the last
       --------
       paragraph under "Overview of The Predetermined Mathematical Formula" to
       clarify how exactly the purchase of this benefit works.

       Response: We have added clarifying disclosure.
       ---------

    12.Comment: On page 85 (typeset page 77) and elsewhere in the prospectus,
       --------
       please clarify whether or not excess income is aggregated when reduced
       to zero.

       Response: We have clarified the disclosure to make it clear the
       ---------
       withdrawals of excess income are not aggregated when the account value
       is reduced to zero.

    13.Comment: On page 85 (typeset page 77) under "Key Feature - Protected
       --------
       Withdrawal Value", with respect to the 200%, please explain why it is
       beneficial to wait until the 12th anniversary. Please explain in plain
       English why there is an advantage to waiting.

       Response: We have clarified this disclosure accordingly.
       ---------

    14.Comment: On page 88 (typeset page 81) under "Non-Lifetime Withdrawal
       --------
       Feature" please make it more clear that if you do not make a
       Non-Lifetime Withdrawal before you make a Lifetime Withdrawal, you lose
       the ability to make a Non-Lifetime Withdrawal.

       Response: We have clarified this disclosure accordingly.
       ---------

    15.Comment: On page 90 (typeset page 83) - with respect to the sentence,
       --------
       "All other provisions applicable to Death Benefits under your Annuity
       will continue to apply" --please add a cross reference to the Death
       Benefit section.

       Response: We have added the cross reference.
       ---------

    16.Comment: On page 91 (typeset page 84) with respect to the last sentence
       --------
       before "Other Important Considerations", please disclose whether there
       is an advantage if you do not take Lifetime Withdrawals.

                                      3



       Response: We have revised the disclosure accordingly to explain this.
       ---------

    17.Comment: On page 91 (typeset page 85), last bullet under "Other
       --------
       Important Considerations", please revise to clarify whether this applies
       to withdrawals of excess income.

       Response: We have revised the disclosure to indicate that it is any
       ---------
       withdrawal that reduces the account value to zero.

    18.Comment: On page 92 (typeset page 85) under "Election of and
       --------
       Designations under the Benefit", please provide parameters to the
       disclosure in the first paragraph regarding "ownership is transferred
       from one entity to another entity that is satisfactory to us."

       Response: We have chosen not to specify parameters to prevent certain
       ---------
       inappropriate ownership changes (e.g., stranger-owned transactions).

    19.Comment: On page 93 (typeset page 86) with respect to the first
       --------
       paragraph, please clarify the requirements for "Due Proof of Death",
       i.e., disclose the representations that are required.

       Response: We have revised the disclosure accordingly.
       ---------

    20.Comment: On page 101 (typeset page 94) under "Remaining Designated
       --------
       Life", please clarify the disclosure (what happens in the event of a
       divorce).

       Response: We have clarified the disclosure accordingly.
       ---------

    21.Comment: On page 101 (typeset page 94) with respect to the paragraph
       --------
       that begins, "Spousal Highest Daily Lifetime Income 2.0 with HD DB",
       please clarify whether the last sentence refers only to new elections of
       this benefit.

       Response: We have clarified the last sentence to indicate it is for new
       ---------
       elections of this benefit.

    22.Comment: On page 111 (typeset page 106) in the paragraph entitled,
       --------
       "Submission of Due Proof of Death within one year" please clarify under
       what circumstances the one-year period would be waived or extended.

       Response: We have deleted this sentence.
       ---------

    23.Comment: One page 111 (typeset page 106) in the paragraph entitled,
       --------
       "Death Benefit Suspension Period", please clarify the disclosure.

       Response: We have clarified the disclosure accordingly.
       ---------

                                      4



    24.Comment: With respect to the Exhibits, please provide a full, cumulative
       --------
       list of Exhibits. Please also include a complete Part C and a consent of
       auditors.

       Response: We will file a complete Part C, including a full list of
       ---------
       exhibits and a consent of auditors.

We represent and acknowledge that:

       .  Should the Commission or the Staff, acting pursuant to delegated
          authority, declare the filings effective, it does not foreclose the
          Commission from taking any action with respect to the filings;

       .  The Registrant is responsible for the adequacy and accuracy of the
          disclosure in the filings;

       .  The Staff's comments, the Registrant's changes to the disclosure in
          response to the Staff's comments, or the action of the Commission or
          the Staff, acting pursuant to delegated authority, in declaring the
          filings effective, does not relieve the Registrant from this
          responsibility; and

       .  The Registrant may not assert this action or the Staff's comments as
          a defense in any proceeding initiated by the Commission or any person
          under the federal securities laws of the United States.

We will make the corresponding changes to the other filings, as applicable. We
appreciate your attention to these filings.

                                          Sincerely,

                                          Pruco Life Insurance Company

                                          By: /s/ Lynn K. Stone
                                              -----------------------------
                                          Lynn K. Stone
                                          Vice President

                                      5




                                                   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: AUGUST 20, 2012

 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 recommend 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 make available or may
 not recommend 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. The guarantees provided by the optional benefits are backed by and
 subject to the claims paying ability of Pruco Life. 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 are being offered. Certain Sub-accounts
 are not available if you participate in an optional living benefit - see
 "Limitations With Optional Benefits" later in this prospectus for details.


 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. Please see the section of this prospectus
 entitled "How to Contact Us" for our Service Office address.

 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: August 20, 2012
                                     Statement of Additional Information dated: August
                                                                             20, 2012



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




                          VARIABLE INVESTMENT OPTIONS



 ADVANCED SERIES TRUST

   AST Academic Strategies Asset Allocation Portfolio /1/
   AST Advanced Strategies Portfolio/1/
   AST Balanced Asset Allocation Portfolio/1/
   AST BlackRock Global Strategies Portfolio/1/
   AST BlackRock Value Portfolio/3/
   AST Bond Portfolio 2017/2/
   AST Bond Portfolio 2018/2/
   AST Bond Portfolio 2019/2/
   AST Bond Portfolio 2020/2/
   AST Bond Portfolio 2021/2/
   AST Bond Portfolio 2022/2/
   AST Bond Portfolio 2023/2/
   AST Capital Growth Asset Allocation Portfolio/1/
   AST CLS Moderate Asset Allocation Portfolio/1/
   AST Cohen & Steers Realty Portfolio/3/
   AST Federated Aggressive Growth Portfolio/1/
   AST FI Pyramis(R) Asset Allocation Portfolio/1/
   AST First Trust Balanced Target Portfolio/1/
   AST First Trust Capital Appreciation Target Portfolio/1/
   AST Franklin Templeton Founding Funds Allocation Portfolio/1/
   AST Global Real Estate Portfolio/3/
   AST Goldman Sachs Concentrated Growth Portfolio/3/
   AST Goldman Sachs Large-Cap Value Portfolio/3/
   AST Goldman Sachs Mid-Cap Growth Portfolio/3/
   AST Goldman Sachs Small-Cap Value Portfolio/3/
   AST High Yield Portfolio/3/
   AST Horizon Moderate Asset Allocation Portfolio/1/
   AST International Growth Portfolio/3/
   AST International Value Portfolio/3/
   AST Investment Grade Bond Portfolio/2/
   AST Jennison Large-Cap Growth Portfolio/3/
   AST Jennison Large-Cap Value Portfolio/3/
   AST J.P. Morgan Global Thematic Portfolio/1/
   AST JPMorgan International Equity Portfolio/3/
   AST JPMorgan Strategic Opportunities Portfolio/1/
   AST Large-Cap Value Portfolio/3/
   AST Lord Abbett Core-Fixed Income Portfolio/3/
   AST Marsico Capital Growth Portfolio/3/
   AST MFS Global Equity Portfolio/3/
   AST MFS Growth Portfolio/3/
   AST MFS Large-Cap Value Portfolio/3/
   AST Mid-Cap Value Portfolio/3/
   AST Money Market Portfolio/3/
   AST Neuberger Berman Core Bond Portfolio/3/
   AST Neuberger Berman Mid-Cap Growth Portfolio/3/
   AST Neuberger Berman/LSV Mid-Cap Value Portfolio/3/
   AST New Discovery Asset Allocation Portfolio/1/
   AST Parametric Emerging Markets Equity Portfolio/3/
   AST PIMCO Limited Maturity Bond Portfolio/3/
   AST PIMCO Total Return Bond Portfolio/3/
   AST Preservation Asset Allocation Portfolio/1/
   AST Prudential Core Bond Portfolio/3/
   AST QMA US Equity Alpha Portfolio/3/
   AST Quantitative Modeling Portfolio/4/

   (1) Available with all living and death benefits.
   (2) Not available for Purchase Payments or contract owner transfers.
   (3) Not available with HDI 2.0 Suite of benefits.
   (4) Not available with any optional benefit.


   AST Schroders Global Tactical Portfolio/1/
   AST Schroders Multi-Asset World Strategies Portfolio/1/
   AST Small-Cap Growth Portfolio/3/
   AST Small-Cap Value Portfolio/3/
   AST T. Rowe Price Asset Allocation Portfolio/1/
   AST T. Rowe Price Equity Income Portfolio/3/
   AST T. Rowe Price Global Bond Portfolio/3/
   AST T. Rowe Price Large-Cap Growth Portfolio/3/
   AST T. Rowe Price Natural Resources Portfolio/3/
   AST Wellington Management Hedged Equity Portfolio/1/
   AST Western Asset Core Plus Bond Portfolio/3/
   AST Western Asset Emerging Markets Debt Portfolio/3/





                                   CONTENTS



                                                                                                 

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

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

EXPENSE EXAMPLES...................................................................................  12

SUMMARY............................................................................................  13

INVESTMENT OPTIONS.................................................................................  16

 VARIABLE INVESTMENT OPTIONS.......................................................................  16
 LIMITATIONS WITH OPTIONAL BENEFITS................................................................  29
 MARKET VALUE ADJUSTMENT OPTIONS...................................................................  31
 RATES FOR MVA OPTIONS.............................................................................  32
 MARKET VALUE ADJUSTMENT...........................................................................  32
 LONG-TERM MVA OPTIONS.............................................................................  33
 DCA MVA OPTIONS...................................................................................  33
 GUARANTEE PERIOD TERMINATION......................................................................  33

FEES, CHARGES AND DEDUCTIONS.......................................................................  34

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

PURCHASING YOUR ANNUITY............................................................................  37

 REQUIREMENTS FOR PURCHASING THE ANNUITY...........................................................  37
 PURCHASE CREDITS UNDER THE X SERIES...............................................................  38
 DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY..................................................  39
 RIGHT TO CANCEL...................................................................................  40
 SCHEDULED PAYMENTS DIRECTLY FROM A BANK ACCOUNT...................................................  40
 SALARY REDUCTION PROGRAMS.........................................................................  40

MANAGING YOUR ANNUITY..............................................................................  41

 CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS...........................................  41

MANAGING YOUR ACCOUNT VALUE........................................................................  42

 DOLLAR COST AVERAGING PROGRAMS....................................................................  42
 6 OR 12 MONTH DOLLAR COST AVERAGING PROGRAM.......................................................  42
 AUTOMATIC REBALANCING PROGRAMS....................................................................  43
 FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS.............................  43
 RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS..............................................  44

ACCESS TO ACCOUNT VALUE............................................................................  46

 TYPES OF DISTRIBUTIONS AVAILABLE TO YOU...........................................................  46
 TAX IMPLICATIONS FOR DISTRIBUTIONS FROM NON-QUALIFIED ANNUITIES...................................  46
 FREE WITHDRAWAL AMOUNTS...........................................................................  46
 SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD.............................  47
 SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE....................  47
 REQUIRED MINIMUM DISTRIBUTIONS....................................................................  48

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

 SURRENDER VALUE...................................................................................  49
 MEDICALLY-RELATED SURRENDERS......................................................................  49

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

LIVING BENEFITS....................................................................................  52

 HIGHEST DAILY LIFETIME(R) INCOME 2.0 BENEFIT......................................................  53
 HIGHEST DAILY LIFETIME(R) INCOME 2.0 BENEFIT WITH LIFETIME INCOME ACCELERATOR/SM/ (HDI - LIA/SM/).  65
 SPOUSAL HIGHEST DAILY LIFETIME(R) INCOME 2.0 BENEFIT..............................................  68
 HIGHEST DAILY LIFETIME(R) INCOME 2.0 BENEFIT WITH HIGHEST DAILY DEATH BENEFIT.....................  77
 SPOUSAL HIGHEST DAILY LIFETIME(R) INCOME 2.0 WITH HIGHEST DAILY DEATH BENEFIT.....................  86
 GUARANTEED RETURN OPTION/SM/ PLUS II (GRO PLUS II)................................................  96
 HIGHEST DAILY/SM/ GUARANTEED RETURN OPTION/SM/ II (HD GRO II/SM/)................................. 100



                                      (i)






                                                                                              

DEATH BENEFITS.................................................................................. 106

 TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT...................................................... 106
 MINIMUM DEATH BENEFIT.......................................................................... 107
 OPTIONAL DEATH BENEFITS........................................................................ 107
 PAYMENT OF DEATH BENEFITS...................................................................... 110
 BENEFICIARY CONTINUATION OPTION................................................................ 111

VALUING YOUR INVESTMENT......................................................................... 112

 VALUING THE SUB-ACCOUNTS....................................................................... 112
 PROCESSING AND VALUING TRANSACTIONS............................................................ 112

TAX CONSIDERATIONS.............................................................................. 114

OTHER INFORMATION............................................................................... 123

 PRUCO LIFE AND THE SEPARATE ACCOUNT............................................................ 123
 LEGAL STRUCTURE OF THE UNDERLYING FUNDS........................................................ 125
 DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE................................................ 126
 FINANCIAL STATEMENTS........................................................................... 129
 INDEMNIFICATION................................................................................ 129
 LEGAL PROCEEDINGS.............................................................................. 129
 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................ 130
 HOW TO CONTACT US.............................................................................. 130

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, HIGHEST DAILY LIFETIME 6 PLUS INCOME
  WITH LIFETIME INCOME ACCELERATOR, AND SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME -
  OFFERED FOR SALE: MARCH 15, 2010 TO JANUARY 23, 2011.......................................... C-1

APPENDIX D - HIGHEST DAILY LIFETIME INCOME, HIGHEST DAILY LIFETIME INCOME WITH LIFETIME
  INCOME ACCELERATOR, AND SPOUSAL HIGHEST DAILY LIFETIME INCOME - OFFERED FOR SALE: JANUARY 24,
  2011 TO AUGUST 20, 2012....................................................................... D-1

APPENDIX E - FORMULA FOR GRO PLUS II............................................................ E-1

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

APPENDIX G - MVA FORMULAS....................................................................... G-1

APPENDIX H - FORMULA FOR HIGHEST DAILY GRO II................................................... H-1

APPENDIX I - FORMULA FOR HIGHEST DAILY LIFETIME INCOME 2.0 SUITE, HIGHEST DAILY LIFETIME
  INCOME SUITE AND HIGHEST DAILY LIFETIME 6 PLUS SUITE OF LIVING BENEFITS....................... I-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
 Unadjusted 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.

                                      1





 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 MVA 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 that 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 section of this prospectus entitled "How to Contact Us" 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
 Unadjusted 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.

                                      2




                     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%


                                      3





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


 For X Series Annuities issued in Connecticut, the CDSC amounts are different.
 See Appendix F.




       -----------------------------------------------------------------
          FEE/CHARGE      X SERIES    B SERIES    L SERIES    C SERIES
       -----------------------------------------------------------------
                                                 
       TRANSFER FEE/ 2/     $10         $10         $10         $10
       -----------------------------------------------------------------
       TAX CHARGE        0% to 3.5%  0% to 3.5%  0% to 3.5%  0% to 3.5%
       (CURRENT)/3/
       -----------------------------------------------------------------


 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.
    Purchase Payments are withdrawn on a "first-in, first-out" basis.
 2  Currently, we deduct the fee after the 20/th/ transfer each Annuity Year.
 3  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 /4/               Unadjusted Account      Unadjusted Account      Unadjusted Account      Unadjusted Account
                            Value                   Value                   Value                   Value




         ---------------------------------------------------------------------------
                     ANNUALIZED INSURANCE 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        1.70%        1.15%        1.55%       1.60%
         RISK CHARGE: DURING
         FIRST 9 ANNUITY YEARS
         ---------------------------------------------------------------------------
         AFTER 9/TH/ ANNUITY        1.15%        1.15%        1.15%       1.15%
         YEAR
         ---------------------------------------------------------------------------
         ADMINISTRATION             0.15%        0.15%        0.15%       0.15%
         CHARGE
         ---------------------------------------------------------------------------
         TOTAL ANNUALIZED           1.85%        1.30%        1.70%       1.75%
         INSURANCE FEES/
         CHARGES: DURING FIRST
         9 ANNUITY YEARS /5,6/
         ---------------------------------------------------------------------------
         AFTER 9/TH/ ANNUITY        1.30%        1.30%        1.30%       1.30%
         YEAR /5,6/
         ---------------------------------------------------------------------------


 4  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.
 5  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 9/th/ Annuity Anniversary, the
    Mortality & Expense Risk Charge drops to 1.15% annually (the B Series is a
    constant 1.15% annually).
 6  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.

                                      4





 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. The first column shows the charge for each
 optional benefit on a maximum and current basis. The next four columns show
 the total expenses you would pay for each class of Annuity if you purchased
 the relevant optional benefit. More specifically, these columns show the total
 charge for the optional benefit plus the Total Annualized Insurance
 Fees/Charges (during the first 9 Annuity Years) applicable to the Annuity
 class (as shown in the prior table). Where the charges cannot actually be
 totaled (because they are assessed against different base values), we show
 both individual charges.




------------------------------------------------------------------------------------------------------------------
                                    YOUR OPTIONAL BENEFIT FEES AND CHARGES
------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT              ANNUALIZED         TOTAL          TOTAL          TOTAL          TOTAL
                                         OPTIONAL       ANNUALIZED     ANNUALIZED     ANNUALIZED     ANNUALIZED
                                         BENEFIT        CHARGE/ 8/     CHARGE/ 8/     CHARGE/ 8/     CHARGE/ 8/
                                       FEE/CHARGE/ 7/  FOR X SERIES   FOR B SERIES   FOR L SERIES   FOR C SERIES
------------------------------------------------------------------------------------------------------------------
                                                                                     
HIGHEST DAILY LIFETIME INCOME 2.0
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.00%        1.85% + 1.00%  1.30% + 1.00%  1.70% + 1.00%  1.75% + 1.00%
------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME INCOME
2.0
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.10%        1.85% + 1.10%  1.30% + 1.10%  1.70% + 1.10%  1.75% + 1.10%
------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME INCOME 2.0
WITH LIFETIME INCOME ACCELERATOR
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.50%        1.85% + 1.50%  1.30% + 1.50%  1.70% + 1.50%  1.75% + 1.50%
------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME INCOME 2.0
WITH HIGHEST DAILY DEATH BENEFIT
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.50%        1.85% + 1.50%  1.30% + 1.50%  1.70% + 1.50%  1.75% + 1.50%
------------------------------------------------------------------------------------------------------------------



                                      5







------------------------------------------------------------------------------------------------------------------
                                    YOUR OPTIONAL BENEFIT FEES AND CHARGES
------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT              ANNUALIZED         TOTAL          TOTAL          TOTAL          TOTAL
                                         OPTIONAL       ANNUALIZED     ANNUALIZED     ANNUALIZED     ANNUALIZED
                                         BENEFIT        CHARGE/ 8/     CHARGE/ 8/     CHARGE/ 8/     CHARGE/ 8/
                                       FEE/CHARGE/ 7/  FOR X SERIES   FOR B SERIES   FOR L SERIES   FOR C SERIES
------------------------------------------------------------------------------------------------------------------
                                                                                     
SPOUSAL HIGHEST DAILY LIFETIME
INCOME 2.0 WITH HIGHEST DAILY DEATH
BENEFIT
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.60%        1.85% + 1.60%  1.30% + 1.60%  1.70% + 1.60%  1.75% + 1.60%
------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME INCOME AND
SPOUSAL HIGHEST DAILY LIFETIME
INCOME /11/
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        1.50%        1.85% + 1.50%  1.30% + 1.50%  1.70% + 1.50%  1.75% + 1.50%
CURRENT CHARGE                            0.95%        1.85% + 0.95%  1.30% + 0.95%  1.70% + 0.95%  1.75% + 0.95%
------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME INCOME WITH
LIFETIME INCOME ACCELERATOR /11/
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.30%        1.85% + 1.30%  1.30% + 1.30%  1.70% + 1.30%  1.75% + 1.30%
------------------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 6 PLUS
INCOME /12/
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        1.50%        1.85% + 1.50%  1.30% + 1.50%  1.70% + 1.50%  1.75% + 1.50%
CURRENT CHARGE                            0.85%        1.85% + 0.85%  1.30% + 0.85%  1.70% + 0.85%  1.75% + 0.85%
------------------------------------------------------------------------------------------------------------------



                                      6







------------------------------------------------------------------------------------------------------------------
                                    YOUR OPTIONAL BENEFIT FEES AND CHARGES
------------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT              ANNUALIZED         TOTAL          TOTAL          TOTAL          TOTAL
                                         OPTIONAL       ANNUALIZED     ANNUALIZED     ANNUALIZED     ANNUALIZED
                                         BENEFIT        CHARGE/ 8/     CHARGE/ 8/     CHARGE/ 8/     CHARGE/ 8/
                                       FEE/CHARGE/ 7/  FOR X SERIES   FOR B SERIES   FOR L SERIES   FOR C SERIES
------------------------------------------------------------------------------------------------------------------
                                                                                     
HIGHEST DAILY LIFETIME 6 PLUS INCOME
WITH LIFETIME INCOME ACCELERATOR /12/
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        2.00%        1.85% + 2.00%  1.30% + 2.00%  1.70% + 2.00%  1.75% + 2.00%
CURRENT CHARGE                            1.20%        1.85% + 1.20%  1.30% + 1.20%  1.70% + 1.20%  1.75% + 1.20%
------------------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS
INCOME /12/
(ASSESSED AGAINST GREATER OF
UNADJUSTED ACCOUNT VALUE AND
PROTECTED WITHDRAWAL VALUE)

MAXIMUM CHARGE/ 9/                        1.50%        1.85% + 1.50%  1.30% + 1.50%  1.70% + 1.50%  1.75% + 1.50%
CURRENT CHARGE                            0.95%        1.85% + 0.95%  1.30% + 0.95%  1.70% + 0.95%  1.75% + 0.95%
------------------------------------------------------------------------------------------------------------------
GUARANTEED RETURN OPTION PLUS II (GRO     0.60%            2.45%          1.90%          2.30%          2.35%
PLUS II) CHARGE/ 10/
(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/ 10/
(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/ 10/
(ASSESSED AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS OF THE
SUB-ACCOUNTS)
------------------------------------------------------------------------------------------------------------------



                                      7






--------------------------------------------------------------------------------------------------------------
                                YOUR OPTIONAL BENEFIT FEES AND CHARGES
--------------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT              ANNUALIZED        TOTAL         TOTAL         TOTAL         TOTAL
                                         OPTIONAL      ANNUALIZED    ANNUALIZED    ANNUALIZED    ANNUALIZED
                                         BENEFIT       CHARGE/ 8/    CHARGE/ 8/    CHARGE/ 8/    CHARGE/ 8/
                                       FEE/CHARGE/ 7/  FOR X SERIES  FOR B SERIES  FOR L SERIES  FOR C SERIES
--------------------------------------------------------------------------------------------------------------
                                                                                  
COMBINATION 5% ROLL-UP AND HAV DEATH      0.80%           2.65%         2.10%         2.50%         2.55%
BENEFIT CHARGE/ 10/
(ASSESSED AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS OF THE
SUB-ACCOUNTS)
--------------------------------------------------------------------------------------------------------------



 7  The charge for each of Highest Daily Lifetime Income Suite of Benefits
    listed above is assessed against the greater of Unadjusted Account Value
    and the Protected Withdrawal Value (PWV). PWV is described in the Living
    Benefits section of this prospectus. 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.

 8  HOW THE OPTIONAL BENEFIT FEES AND CHARGES ARE DETERMINED

    For Highest Daily Lifetime Income Suite of Benefits listed above: The
    charge is taken out of the Sub-accounts. For B Series, in all Annuity
    Years, the current 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 2.0: 1.00% current optional benefit charge is
    in addition to 1.30% annualized charge of amounts invested in the
    Sub-accounts for base Annuity after the 9/th/ Annuity Year.
    Spousal Highest Daily Lifetime Income 2.0: 1.10% current optional benefit
    charge is in addition to 1.30% annualized charge of amounts invested in the
    Sub-accounts for base Annuity after the 9/th/ Annuity Year.
    Highest Daily Lifetime Income 2.0 with LIA: 1.50% current optional benefit
    charge is in addition to 1.30% annualized charge of amounts invested in the
    Sub-accounts for base Annuity after the 9/th/ Annuity Year.
    Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit: 1.50%
    current optional benefit charge is in addition to 1.30% annualized charge
    of amounts invested in the Sub-accounts for base Annuity after the 9/th/
    Annuity Year.
    Spousal Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit:
    1.60% current optional benefit charge is in addition to 1.30% annualized
    charge of amounts invested in the Sub-accounts for base Annuity after the
    9/th/ Annuity Year.
    Highest Daily Lifetime Income and Spousal Highest Daily Lifetime Income:
    0.95% current optional benefit charge is in addition to 1.30% annualized
    charge of amounts invested in the Sub-accounts for base Annuity after the
    9/th/ Annuity Year.

    Highest Daily Lifetime Income with LIA: 1.30% current optional benefit
    charge is in addition to 1.30% annualized charge of amounts invested in the
    Sub-accounts for base Annuity after the 9/th/ Annuity Year.
    Highest Daily Lifetime 6 Plus: 0.85% current optional benefit charge is in
    addition to 1.30% annualized charge of amounts invested in the Sub-accounts
    for base Annuity after the 9/th/ Annuity Year.
    Highest Daily Lifetime 6 Plus with LIA: 1.20% current optional benefit
    charge is in addition to 1.30% annualized charge of amounts invested in the
    Sub-accounts for base Annuity after the 9/th/ Annuity Year.
    Spousal Highest Daily Lifetime 6 Plus: 0.95% current optional benefit
    charge is in addition to 1.30% annualized charge of amounts invested in the
    Sub-accounts for base Annuity after the 9/th/ 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 9/th/ 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 9/th/ Annuity Year.
 9  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.

 10 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.
 11 This benefit was offered from January 24, 2011 to August 20, 2012.
 12 This benefit was offered from March 15, 2010 to January 23, 2011.


 The following table provides the range (minimum and maximum) of the total
 annual expenses for the underlying mutual funds ("Portfolios") as of
 December 31, 2011 before any contractual waivers and expense reimbursements.
 Each figure is stated as a percentage of the underlying Portfolio's average
 daily net assets.



              ----------------------------------------------------
                  TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES
              ----------------------------------------------------
                                                 MINIMUM  MAXIMUM
              ----------------------------------------------------
                                                    
              TOTAL PORTFOLIO OPERATING EXPENSE  0.62%    1.66%
              ----------------------------------------------------


                                      8





 The following are the total annual expenses for each underlying mutual fund
 ("Portfolio") as of December 31, 2011, except as noted and except if the
 underlying Portfolio's inception date is subsequent to December 31, 2011. 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. For certain of the
 Portfolios, a portion of the management fee has been contractually waived
 and/or other expenses have been contractually partially reimbursed, which is
 shown in the table. The following expenses are deducted by the underlying
 Portfolio before it provides Pruco Life with the daily net asset value. The
 underlying Portfolio information was provided by the underlying mutual funds
 and has not been independently verified by us. See the prospectuses or
 statements of additional information of the underlying Portfolios for further
 details. The current prospectus and statement of additional information for
 the underlying Portfolios can be obtained by calling 1-888-PRU-2888.



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

                             (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2011
                              -------------------------------------------------------------------------------------------
         UNDERLYING                                                                                 Total
         PORTFOLIO                                                         Broker Fees  Acquired   Annual    Contractual
                                                                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
--------------------------------------------------------------------------------------------------------------------------
                                                                                    
ADVANCED SERIES TRUST
 AST Academic Strategies
  Asset Allocation              0.72%     0.07%      0.00%        0.05%       0.01%       0.68%     1.53%       0.00%
 AST Advanced Strategies        0.85%     0.14%      0.00%        0.00%       0.00%       0.03%     1.02%       0.00%
 AST Balanced Asset
  Allocation                    0.15%     0.01%      0.00%        0.00%       0.00%       0.85%     1.01%       0.00%
 AST BlackRock Global
  Strategies                    1.00%     0.15%      0.00%        0.00%       0.00%       0.02%     1.17%       0.00%
 AST BlackRock Value            0.85%     0.12%      0.00%        0.00%       0.00%       0.00%     0.97%       0.00%
 AST Bond Portfolio 2017/ 1/    0.64%     0.16%      0.00%        0.00%       0.00%       0.00%     0.80%       0.00%
 AST Bond Portfolio 2018/ 1/    0.64%     0.14%      0.00%        0.00%       0.00%       0.00%     0.78%       0.00%
 AST Bond Portfolio 2019/ 1/    0.64%     0.31%      0.00%        0.00%       0.00%       0.00%     0.95%       0.00%
 AST Bond Portfolio 2020/ 1/    0.64%     0.32%      0.00%        0.00%       0.00%       0.00%     0.96%       0.00%
 AST Bond Portfolio 2021/ 1/    0.64%     0.14%      0.00%        0.00%       0.00%       0.00%     0.78%       0.00%
 AST Bond Portfolio 2022/ 1/    0.64%     0.27%      0.00%        0.00%       0.00%       0.00%     0.91%       0.00%
 AST Bond Portfolio 2023/ 1/    0.64%     0.34%      0.00%        0.00%       0.00%       0.00%     0.98%       0.00%
 AST Capital Growth Asset
  Allocation                    0.15%     0.01%      0.00%        0.00%       0.00%       0.88%     1.04%       0.00%
 AST CLS Moderate Asset
  Allocation                    0.30%     0.02%      0.00%        0.00%       0.00%       0.71%     1.03%       0.00%
 AST Cohen & Steers Realty      1.00%     0.14%      0.00%        0.00%       0.00%       0.00%     1.14%       0.00%
 AST Federated Aggressive
  Growth                        0.95%     0.17%      0.00%        0.00%       0.00%       0.00%     1.12%       0.00%
 AST FI Pyramis(R) Asset
  Allocation /2/                0.85%     0.20%      0.00%        0.24%       0.04%       0.00%     1.33%       0.00%
 AST First Trust Balanced
  Target                        0.85%     0.13%      0.00%        0.00%       0.00%       0.00%     0.98%       0.00%
 AST First Trust Capital
  Appreciation Target           0.85%     0.13%      0.00%        0.00%       0.00%       0.00%     0.98%       0.00%
 AST Franklin Templeton
  Founding Funds
  Allocation /3/                0.95%     0.16%      0.00%        0.00%       0.00%       0.00%     1.11%      -0.01%
 AST Global Real Estate         1.00%     0.18%      0.00%        0.00%       0.00%       0.00%     1.18%       0.00%
 AST Goldman Sachs
  Concentrated Growth           0.90%     0.12%      0.00%        0.00%       0.00%       0.00%     1.02%       0.00%
 AST Goldman Sachs
  Large-Cap Value               0.75%     0.12%      0.00%        0.00%       0.00%       0.00%     0.87%       0.00%
 AST Goldman Sachs Mid-Cap
  Growth                        1.00%     0.13%      0.00%        0.00%       0.00%       0.00%     1.13%       0.00%
 AST Goldman Sachs
  Small-Cap Value               0.95%     0.15%      0.00%        0.00%       0.00%       0.09%     1.19%       0.00%



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

                             (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------

                              -----------
         UNDERLYING
         PORTFOLIO            Net Annual
                                 Fund
                              Operating
                               Expenses
----------------------------------------
                           
ADVANCED SERIES TRUST
 AST Academic Strategies
  Asset Allocation              1.53%
 AST Advanced Strategies        1.02%
 AST Balanced Asset
  Allocation                    1.01%
 AST BlackRock Global
  Strategies                    1.17%
 AST BlackRock Value            0.97%
 AST Bond Portfolio 2017/ 1/    0.80%
 AST Bond Portfolio 2018/ 1/    0.78%
 AST Bond Portfolio 2019/ 1/    0.95%
 AST Bond Portfolio 2020/ 1/    0.96%
 AST Bond Portfolio 2021/ 1/    0.78%
 AST Bond Portfolio 2022/ 1/    0.91%
 AST Bond Portfolio 2023/ 1/    0.98%
 AST Capital Growth Asset
  Allocation                    1.04%
 AST CLS Moderate Asset
  Allocation                    1.03%
 AST Cohen & Steers Realty      1.14%
 AST Federated Aggressive
  Growth                        1.12%
 AST FI Pyramis(R) Asset
  Allocation /2/                1.33%
 AST First Trust Balanced
  Target                        0.98%
 AST First Trust Capital
  Appreciation Target           0.98%
 AST Franklin Templeton
  Founding Funds
  Allocation /3/                1.10%
 AST Global Real Estate         1.18%
 AST Goldman Sachs
  Concentrated Growth           1.02%
 AST Goldman Sachs
  Large-Cap Value               0.87%
 AST Goldman Sachs Mid-Cap
  Growth                        1.13%
 AST Goldman Sachs
  Small-Cap Value               1.19%


                                      9







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

                                               (as a percentage of the average net
                                               assets of the underlying Portfolios)
-----------------------------------------------------------------------------------------------------------------------------------
                                                              For the year ended December 31, 2011
                             -------------------------------------------------------------------------------------------
   UNDERLYING PORTFOLIO                                                                            Total
                                                                          Broker Fees  Acquired   Annual    Contractual
                                                               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
-------------------------------------------------------------------------------------------------------------------------
                                                                                   
ADVANCED SERIES TRUST
 CONTINUED
 AST High Yield                0.75%     0.13%      0.00%        0.00%       0.00%       0.00%     0.88%       0.00%
 AST Horizon Moderate Asset
  Allocation                   0.30%     0.02%      0.00%        0.00%       0.00%       0.71%     1.03%       0.00%
 AST International Growth      1.00%     0.15%      0.00%        0.00%       0.00%       0.00%     1.15%       0.00%
 AST International Value       1.00%     0.15%      0.00%        0.00%       0.00%       0.00%     1.15%       0.00%
 AST Investment Grade Bond/
  1/                           0.64%     0.11%      0.00%        0.00%       0.00%       0.00%     0.75%       0.00%
 AST Jennison Large-Cap
  Growth                       0.90%     0.12%      0.00%        0.00%       0.00%       0.00%     1.02%       0.00%
 AST Jennison Large-Cap
  Value                        0.75%     0.12%      0.00%        0.00%       0.00%       0.00%     0.87%       0.00%
 AST J.P. Morgan Global
  Thematic/4/                  0.95%     0.15%      0.00%        0.00%       0.00%       0.00%     1.10%       0.00%
 AST JPMorgan International
  Equity                       0.88%     0.17%      0.00%        0.00%       0.00%       0.00%     1.05%       0.00%
 AST JPMorgan Strategic
  Opportunities                1.00%     0.16%      0.00%        0.10%       0.01%       0.00%     1.27%       0.00%
 AST Large-Cap Value           0.75%     0.12%      0.00%        0.00%       0.00%       0.00%     0.87%       0.00%
 AST Lord Abbett Core-Fixed
  Income/ 5/                   0.80%     0.13%      0.00%        0.00%       0.00%       0.00%     0.93%      -0.11%
 AST Marsico Capital Growth    0.90%     0.12%      0.00%        0.00%       0.00%       0.00%     1.02%       0.00%
 AST MFS Global Equity         1.00%     0.20%      0.00%        0.00%       0.00%       0.00%     1.20%       0.00%
 AST MFS Growth                0.90%     0.13%      0.00%        0.00%       0.00%       0.00%     1.03%       0.00%
 AST MFS Large-Cap Value /6/   0.85%     0.16%      0.00%        0.00%       0.00%       0.00%     1.01%       0.00%
 AST Mid-Cap Value             0.95%     0.14%      0.00%        0.00%       0.00%       0.00%     1.09%       0.00%
 AST Money Market              0.50%     0.12%      0.00%        0.00%       0.00%       0.00%     0.62%       0.00%
 AST Neuberger Berman Core
  Bond/ 7/                     0.70%     0.17%      0.00%        0.00%       0.00%       0.00%     0.87%      -0.01%
 AST Neuberger Berman
  Mid-Cap Growth               0.90%     0.13%      0.00%        0.00%       0.00%       0.00%     1.03%       0.00%
 AST Neuberger Berman/LSV
  Mid-Cap Value                0.90%     0.14%      0.00%        0.00%       0.00%       0.00%     1.04%       0.00%
 AST New Discovery Asset
  Allocation/ 8/               0.85%     0.26%      0.00%        0.00%       0.00%       0.00%     1.11%      -0.03%
 AST Parametric Emerging
  Markets Equity               1.10%     0.35%      0.00%        0.00%       0.00%       0.00%     1.45%       0.00%
 AST PIMCO Limited Maturity
  Bond                         0.65%     0.13%      0.00%        0.00%       0.00%       0.00%     0.78%       0.00%
 AST PIMCO Total Return Bond   0.65%     0.12%      0.00%        0.00%       0.00%       0.00%     0.77%       0.00%
 AST Preservation Asset
  Allocation                   0.15%     0.01%      0.00%        0.00%       0.00%       0.80%     0.96%       0.00%
 AST Prudential Core Bond/
  7/                           0.70%     0.14%      0.00%        0.00%       0.00%       0.00%     0.84%      -0.03%
 AST QMA US Equity Alpha       1.00%     0.17%      0.00%        0.25%       0.24%       0.00%     1.66%       0.00%
 AST Quantitative Modeling     0.25%     0.30%      0.00%        0.00%       0.00%       0.87%     1.42%       0.00%
 AST Schroders Global
  Tactical                     0.95%     0.14%      0.00%        0.00%       0.00%       0.15%     1.24%       0.00%
 AST Schroders Multi-Asset
  World Strategies             1.10%     0.14%      0.00%        0.00%       0.00%       0.00%     1.24%       0.00%
 AST Small-Cap Growth          0.90%     0.14%      0.00%        0.00%       0.00%       0.00%     1.04%       0.00%
 AST Small-Cap Value           0.90%     0.14%      0.00%        0.00%       0.00%       0.03%     1.07%       0.00%
 AST T. Rowe Price Asset
  Allocation                   0.85%     0.13%      0.00%        0.00%       0.00%       0.00%     0.98%       0.00%





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

                                               (as a percentage of the average net
                                               assets of the underlying Portfolios)
-----------------------------------------------------------------------------------------------------------------------------------

                             -----------
   UNDERLYING PORTFOLIO
                             Net Annual
                                Fund
                             Operating
                              Expenses
---------------------------------------
                          
ADVANCED SERIES TRUST
 CONTINUED
 AST High Yield                0.88%
 AST Horizon Moderate Asset
  Allocation                   1.03%
 AST International Growth      1.15%
 AST International Value       1.15%
 AST Investment Grade Bond/
  1/                           0.75%
 AST Jennison Large-Cap
  Growth                       1.02%
 AST Jennison Large-Cap
  Value                        0.87%
 AST J.P. Morgan Global
  Thematic/4/                  1.10%
 AST JPMorgan International
  Equity                       1.05%
 AST JPMorgan Strategic
  Opportunities                1.27%
 AST Large-Cap Value           0.87%
 AST Lord Abbett Core-Fixed
  Income/ 5/                   0.82%
 AST Marsico Capital Growth    1.02%
 AST MFS Global Equity         1.20%
 AST MFS Growth                1.03%
 AST MFS Large-Cap Value /6/   1.01%
 AST Mid-Cap Value             1.09%
 AST Money Market              0.62%
 AST Neuberger Berman Core
  Bond/ 7/                     0.86%
 AST Neuberger Berman
  Mid-Cap Growth               1.03%
 AST Neuberger Berman/LSV
  Mid-Cap Value                1.04%
 AST New Discovery Asset
  Allocation/ 8/               1.08%
 AST Parametric Emerging
  Markets Equity               1.45%
 AST PIMCO Limited Maturity
  Bond                         0.78%
 AST PIMCO Total Return Bond   0.77%
 AST Preservation Asset
  Allocation                   0.96%
 AST Prudential Core Bond/
  7/                           0.81%
 AST QMA US Equity Alpha       1.66%
 AST Quantitative Modeling     1.42%
 AST Schroders Global
  Tactical                     1.24%
 AST Schroders Multi-Asset
  World Strategies             1.24%
 AST Small-Cap Growth          1.04%
 AST Small-Cap Value           1.07%
 AST T. Rowe Price Asset
  Allocation                   0.98%



                                      10







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

                             (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2011
                              -------------------------------------------------------------------------------------------
         UNDERLYING                                                                                 Total
         PORTFOLIO                                                         Broker Fees  Acquired   Annual    Contractual
                                                                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
--------------------------------------------------------------------------------------------------------------------------
                                                                                    
ADVANCED SERIES TRUST
 CONTINUED
 AST T. Rowe Price Equity
  Income                        0.75%     0.16%      0.00%        0.00%       0.00%       0.00%     0.91%       0.00%
 AST T. Rowe Price Global
  Bond                          0.80%     0.18%      0.00%        0.00%       0.00%       0.00%     0.98%       0.00%
 AST T. Rowe Price
  Large-Cap Growth              0.88%     0.12%      0.00%        0.00%       0.00%       0.00%     1.00%       0.00%
 AST T. Rowe Price Natural
  Resources                     0.90%     0.14%      0.00%        0.00%       0.00%       0.00%     1.04%       0.00%
 AST Wellington Management
  Hedged Equity                 1.00%     0.14%      0.00%        0.00%       0.00%       0.00%     1.14%       0.00%
 AST Western Asset Core Plus
  Bond                          0.70%     0.13%      0.00%        0.00%       0.00%       0.00%     0.83%       0.00%
 AST Western Asset Emerging
  Markets Debt/9/               0.85%     0.21%      0.00%        0.00%       0.00%       0.00%     1.06%       0.05%/10/





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

                             (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------

                              -----------
         UNDERLYING
         PORTFOLIO            Net Annual
                                 Fund
                              Operating
                               Expenses
----------------------------------------
                           
ADVANCED SERIES TRUST
 CONTINUED
 AST T. Rowe Price Equity
  Income                        0.91%
 AST T. Rowe Price Global
  Bond                          0.98%
 AST T. Rowe Price
  Large-Cap Growth              1.00%
 AST T. Rowe Price Natural
  Resources                     1.04%
 AST Wellington Management
  Hedged Equity                 1.14%
 AST Western Asset Core Plus
  Bond                          0.83%
 AST Western Asset Emerging
  Markets Debt/9/               1.01%



 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, 2013. This arrangement may not be terminated or modified
    prior to April 30, 2013, and may be discontinued or modified thereafter.
    The decision on whether to renew, modify or discontinue the arrangement
    after April 30, 2013 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 a portion of their
    investment management fees and/or reimburse certain expenses so that the
    investment management fees plus other expenses (exclusive in all cases of
    taxes, short sale interest and dividend expenses, brokerage commissions,
    distribution fees, underlying fund fees and expenses, and extraordinary
    expenses) for the Portfolio do not exceed 1.10% of the average daily net
    assets of the Portfolio through June 30, 2014. This expense limitation may
    not be terminated or modified prior to June 30, 2014, but may be
    discontinued or modified thereafter.

 4  Effective August 20, 2012, the AST Horizon Growth Asset Allocation
    Portfolio will change its subadviser, investment objective, policies,
    strategy, expense structure, and its name to the AST J.P. Morgan Global
    Thematic Portfolio. The fees and expenses identified in this table reflect
    these changes and are estimates based in part on assumed average daily net
    assets of $1.5 billion for the Portfolio (i.e., the approximate amount of
    the Portfolio's net assets as of December 31, 2011) for the fiscal year
    ending December 31, 2012.
 5  The Investment Managers (Prudential Investments LLC and AST Investment
    Services, Inc.) have contractually agreed to waive a portion of their
    investment management fee, so that the effective management fee rate paid
    by the Portfolio is as follows: 0.70% to $500 million of average daily net
    assets; 0.675% over $500 million in average daily net assets up to and
    including $1 billion in average daily net assets; and 0.65% over $1 billion
    in average daily net assets. This arrangement may not be terminated or
    modified prior to June 30, 2014, and may be discontinued or modified
    thereafter. The decision on whether to renew, modify or discontinue the
    arrangement after June 30, 2014 will be subject to review by the Investment
    Managers and the Fund's Board of Trustees.
 6  The AST MFS Large-Cap Value Portfolio will commence operations on or about
    August 20, 2012. Estimate based in part on assumed average daily net assets
    of approximately $500 million for the Portfolio for the fiscal period
    ending December 31, 2012.
 7  Prudential Investments LLC and AST Investment Services, Inc. (together, the
    Investment Managers) have contractually agreed to waive a portion of their
    investment management fees so that the Portfolio's investment management
    fee would equal 0.70% of the Portfolio's first $500 million of average
    daily net assets, 0.675% of the Portfolio's average daily net assets
    between $500 million and $1 billion, and 0.65% of the Portfolio's average
    daily net assets in excess of $1 billion through May 1, 2014. This
    contractual investment management fee waiver may not be terminated or
    modified prior to May 1, 2014, but may be discontinued or modified
    thereafter. The decision on whether to renew, modify, or discontinue this
    expense limitation after May 1, 2014 will be subject to review by the
    Investment Managers and the Board of Trustees of the Trust.
 8  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, so that the
    investment management fees plus other expenses (exclusive in all cases of
    taxes, short sale interest and dividend expenses, brokerage commissions,
    distribution fees, acquired fund fees and expenses, and extraordinary
    expenses) for the Portfolio do not exceed 1.08% of its average daily net
    assets through June 30, 2013. This expense limitation may not be terminated
    or modified prior to June 30, 2013, and may be discontinued or modified
    thereafter. The decision on whether to renew, modify or discontinue the
    expense limitation after June 30, 2013 will be subject to review by the
    Investment Managers and the Fund's Board of Trustees.
 9  The AST Western Asset Emerging Markets Debt Portfolio will commence
    operations on or about August 20, 2012. Estimate based in part on assumed
    average daily net assets of approximately $650 million for the Portfolio
    for the fiscal period ending December 31, 2012.
 10 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST")
    have contractually agreed to waive a portion of their investment management
    fee so that the effective management fee rate paid by the Portfolio is
    0.80% of the average daily net assets of the Portfolio through July 1,
    2014. This arrangement may not be terminated or modified prior to July 1,
    2014 and may be discontinued or modified thereafter. The decision on
    whether to renew, modify or discontinue the arrangement after July 1, 2014
    will be subject to review by PI, AST and the Portfolio's Board of Trustees.




                                      11




                               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 2011, and those expenses
       remain the same each year*
   .   For each charge, we deduct the maximum charge rather than the current
       charge
   .   You make no withdrawals of Account Value
   .   You make no transfers, or other transactions for which we charge a fee
   .   No tax charge applies

   .   You elect the Spousal Highest Daily Lifetime Income 2.0 and 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  $1,579 $2,953 $4,250 $7,048
                     -------------------------------------
                     B SERIES  $1,327 $2,506 $3,721 $6,670
                     -------------------------------------
                     L SERIES  $1,365 $2,613 $3,388 $6,947
                     -------------------------------------
                     C SERIES    $670 $2,027 $3,049 $6,981
                     -------------------------------------



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




                                1 YR 3 YRS  5 YRS  10 YRS
                      -----------------------------------
                                       
                      X SERIES  $679 $2,053 $3,450 $7,048
                      -----------------------------------
                      B SERIES  $627 $1,906 $3,221 $6,670
                      -----------------------------------
                      L SERIES  $665 $2,013 $3,388 $6,947
                      -----------------------------------
                      C SERIES  $670 $2,027 $3,049 $6,981
                      -----------------------------------



 PLEASE SEE APPENDIX A FOR A TABLE OF ACCUMULATION UNIT VALUES.

                                      12




                                    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.

                                      13





 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. The Account
 Value has no guarantees, may fluctuate, and can lose value. If you withdraw
 more than the allowable amount during any year (referred to as "Excess
 Income"), your future level of guaranteed withdrawals decreases.


 We currently offer the following benefits:
..   Highest Daily Lifetime Income 2.0
..   Highest Daily Lifetime Income 2.0 with Lifetime Income Accelerator
..   Spousal Highest Daily Lifetime Income 2.0
..   Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit
..   Spousal Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit

 We previously offered the following optional living benefits during the
 periods indicated.

 Offered from January 24, 2011 to August 20, 2012:
..   Highest Daily Lifetime Income
..   Highest Daily Lifetime Income with Lifetime Income Accelerator
..   Spousal Highest Daily Lifetime Income

 Please see Appendix D for information pertaining to the Highest Daily Lifetime
 Income suite of benefits.


 Offered from March 15, 2010 to January 23, 2011:
..   Highest Daily Lifetime 6 Plus Income
..   Highest Daily Lifetime 6 Plus Income with Lifetime Income Accelerator
..   Spousal Highest Daily Lifetime 6 Plus Income

 Please see Appendix C for information pertaining to the Highest Daily Lifetime
 6 Plus suite of benefits.


 These benefits utilize predetermined mathematical formulas to help us manage
 your guarantee through all market cycles. Under the predetermined 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 formulas.

 In the Living Benefits section, we describe guaranteed minimum withdrawal
 benefits that allow you to withdraw a specified amount each year for life (or
 joint lives, for the spousal version of the benefit). Please be aware that if
 you withdraw more than that amount in a given year (i.e., excess income), that
 may permanently reduce the guaranteed amount you can withdraw in future years.
 Thus, you should think carefully before taking such excess income.

 GUARANTEED MINIMUM ACCUMULATION BENEFITS. For Annuities issued with an
 application signed prior to January 24, 2011, subject to availability which
 may vary by firm, 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 each utilize a predetermined mathematical
 formula to help manage your guarantee through all market cycles. Under each
 predetermined mathematical formula, your Account Value may be transferred
 between certain "permitted Sub-accounts" and a Sub-account within a group of
 bond portfolio Sub-accounts differing with respect to their target maturity
 date. Please see the applicable optional benefits section as well as the
 Appendices to this prospectus for more information on the formulas.

                                      14





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

 *  Available only for Annuities issued with an application signed prior to
    January 24, 2011, subject to availability which may vary by firm.

 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.

 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.

                                      15




                              INVESTMENT OPTIONS


 The Investment Options under each Annuity consist of the Sub-accounts and the
 MVA Options. 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. 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. A
 "Guarantee Period" is the period of time during which we credit a fixed rate
 of interest to an MVA Option.


 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 Income 2.0) employ a predetermined 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 may result in
 large-scale asset flows into and out of your chosen Sub-accounts and the AST
 Investment Grade Bond Portfolio, which could subject those portfolios to
 certain risks and adversely impact their expenses and performance. Even if you
 do not elect an optional living benefit that employs a predetermined
 mathematical formula, the expenses, performance, and risk profile of your
 investment may be adversely impacted as described below to the extent you
 select Permitted Sub-accounts. The mathematical formula may adversely affect a
 portfolio's investment performance by requiring the sub-advisor to purchase
 and sell securities at inopportune times and by otherwise limiting the
 sub-advisor's ability to fully implement that portfolio's investment
 strategies. Because transfers to and from your chosen Sub-accounts and the AST
 Investment Grade Bond Portfolio can be frequent and the amount transferred can
 vary, any of these portfolios could experience the following additional
 effects, among others:

 (a)the sub-advisor may be required to hold a larger portion of assets in
    highly liquid securities than it otherwise would, which could diminish
    performance if the highly liquid securities underperform other securities
    (e.g., equities) that otherwise would have been held;
 (b)a portfolio may experience higher turnover, which could result in higher
    operating expense ratios and transaction costs for the portfolio compared
    to other similar funds; and,
 (c)if the sub-advisor must sell securities that are thinly-traded to satisfy
    redemption requests initiated pursuant to the formula, such sales could
    have a significant adverse impact on the price of such securities and the
    cash proceeds received by the portfolio.

 Please consult the prospectus for the applicable portfolio for additional
 information about these effects.



 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.


 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.
 Conversely, certain retail mutual funds may be managed by the same portfolio
 advisor or sub-advisor of a Portfolio available as a Sub-account or have a
 similar name. 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,

                                      16




 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, are engaged to conduct
 day-to-day management.

 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. You may select
 portfolios individually, create your own combination of portfolios (certain
 limitations apply), 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 2.0) that uses
 a predetermined mathematical formula under which your Account Value may be
 transferred between certain "Permitted Sub-accounts" and a bond portfolio
 sub-account, 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 predetermined 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.

                                      17






        INVESTMENT OBJECTIVES/POLICIES       STYLE/        PORTFOLIO
                                             TYPE          ADVISOR/
                                                          SUBADVISOR
    -----------------------------------------------------------------------
                                                
            ADVANCED SERIES TRUST
    -----------------------------------------------------------------------
     AST ACADEMIC STRATEGIES ASSET          ASSET        AlphaSimplex
     ALLOCATION PORTFOLIO: seeks long       ALLOCA      Group, LLC; AQR
     term capital appreciation. The         TION            Capital
     Portfolio is a multi-asset class                   Management, LLC
     fund that pursues both top-down                   and CNH Partners,
     asset allocation strategies and                         LLC;
     bottom-up selection of securities,                  CoreCommodity
     investment managers, and mutual                   Management, LLC;
     funds. Under normal circumstances,                 First Quadrant,
     approximately 60% of the assets will               L.P.; Jennison
     be allocated to traditional asset                  Associates LLC;
     classes (including US and                            J.P. Morgan
     international equities and bonds)                    Investment
     and approximately 40% of the assets               Management, Inc.;
     will be allocated to nontraditional               Pacific Investment
     asset classes and strategies                         Management
     (including real estate, commodities,                 Company LLC
     and alternative strategies). Those                    (PIMCO);
     percentages are subject to change at                 Prudential
     the discretion of the advisor.                    Investments LLC;
                                                         Quantitative
                                                          Management
                                                        Associates LLC
    -----------------------------------------------------------------------
     AST ADVANCED STRATEGIES PORTFOLIO:     ASSET          LSV Asset
     seeks a high level of absolute         ALLOCA        Management;
     return by using traditional and        TION        Marsico Capital
     non-traditional investment                        Management, LLC;
     strategies and by investing in                    Pacific Investment
     domestic and foreign equity and                      Management
     fixed-income securities, derivative                  Company LLC
     instruments and other investment                      (PIMCO);
     companies. The Portfolio uses                       Quantitative
     traditional and non-traditional                      Management
     investment strategies by investing                 Associates LLC;
     in domestic and foreign equity and                  T. Rowe Price
     fixed-income securities, derivative               Associates, Inc.;
     instruments and other investment                   William Blair &
     companies. The asset allocation                     Company, LLC
     generally provides for an allotment
     of 60% of the portfolio's assets to
     a combination of domestic and
     international equity strategies and
     the remaining 40% of assets in a
     combination of U.S. fixed income,
     hedged international bond, real
     return assets and other investment
     companies. Quantitative Management
     Associates LLC allocates the assets
     of the portfolio across different
     investment categories and
     subadvisors.
    -----------------------------------------------------------------------
     AST BALANCED ASSET ALLOCATION          ASSET         Prudential
     PORTFOLIO: seeks to obtain the         ALLOCA     Investments LLC;
     highest potential total return         TION         Quantitative
     consistent with its specified level                  Management
     of risk. The Portfolio primarily                   Associates LLC
     invests its assets in a diversified
     portfolio of other mutual funds,
     within 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, exchange
     traded funds (ETFs), and futures
     contracts, swap agreements and other
     financial and derivative instruments.
    -----------------------------------------------------------------------
     AST BLACKROCK GLOBAL STRATEGIES        ASSET          BlackRock
     PORTFOLIO: seeks a high total return   ALLOCA         Financial
     consistent with a moderate level of    TION       Management, Inc.
     risk. The Portfolio is a global,
     multi asset-class portfolio that
     invests directly in, among other
     things, equity and equity-related
     securities, investment grade debt
     securities (including, without
     limitation, U.S. Treasuries and U.S.
     government securities),
     non-investment grade bonds (also
     known as "high yield bonds" or "junk
     bonds"), real estate investment
     trusts (REITs), exchange traded
     funds (ETFs), and derivative
     instruments, including
     commodity-linked derivative
     instruments.
    -----------------------------------------------------------------------


                                      18






         INVESTMENT OBJECTIVES/POLICIES      STYLE/        PORTFOLIO
                                              TYPE         ADVISOR/
                                                          SUBADVISOR
     ---------------------------------------------------------------------
                                                 
      AST BLACKROCK VALUE PORTFOLIO: seeks  LARGE CAP      BlackRock
      maximum growth of capital by            VALUE       Investment
      investing primarily in the value                  Management, LLC
      stocks of larger companies. The
      Portfolio pursues its objective,
      under normal market conditions, by
      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 PORTFOLIO 2017: seeks the      FIXED       Prudential
      highest total return for a specific    INCOME       Investment
      period of time, consistent with the               Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2017. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ---------------------------------------------------------------------
      AST BOND PORTFOLIO 2018: seeks the      FIXED       Prudential
      highest total return for a specific    INCOME       Investment
      period of time, consistent with the               Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2018. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ---------------------------------------------------------------------
      AST BOND PORTFOLIO 2019: seeks the      FIXED       Prudential
      highest total return for a specific    INCOME       Investment
      period of time, consistent with the               Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2019. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ---------------------------------------------------------------------
      AST BOND PORTFOLIO 2020: seeks the      FIXED       Prudential
      highest total return for a specific    INCOME       Investment
      period of time, consistent with the               Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2020. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ---------------------------------------------------------------------
      AST BOND PORTFOLIO 2021: seeks the      FIXED       Prudential
      highest total return for a specific    INCOME       Investment
      period of time, consistent with the               Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2021. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ---------------------------------------------------------------------
      AST BOND PORTFOLIO 2022: seeks the      FIXED       Prudential
      highest total return for a specific    INCOME       Investment
      period of time, consistent with the               Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2022. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ---------------------------------------------------------------------


                                      19






         INVESTMENT OBJECTIVES/POLICIES       STYLE/        PORTFOLIO
                                               TYPE         ADVISOR/
                                                           SUBADVISOR
     ----------------------------------------------------------------------
                                                  
      AST BOND PORTFOLIO 2023: seeks the       FIXED       Prudential
      highest total return for a specific     INCOME       Investment
      period of time, consistent with the                Management, Inc.
      preservation of capital and
      liquidity needs. Total return is
      comprised of current income and
      capital appreciation. Under normal
      market conditions, the Portfolio
      invests at least 80% of its
      investable assets in bonds. The
      Portfolio is designed to meet the
      parameters established to support
      certain living benefits for variable
      annuities that mature on
      December 31, 2023. Please note that
      you may not make purchase payments
      to this Portfolio, and that this
      Portfolio is available only with
      certain living benefits.
     ----------------------------------------------------------------------
      AST CAPITAL GROWTH ASSET ALLOCATION      ASSET       Prudential
      PORTFOLIO: seeks to obtain a 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, within 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, exchange
      traded funds (ETFs), and futures
      contracts, swap agreements and other
      financial and derivative 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
      invest approximately 50% of its net
      assets to equity securities and
      approximately 50% of its net assets
      to debt securities and money market
      instruments. The equity portion may
      range from 40% to 60% of net assets
      to underlying portfolios and ETFs
      investing primarily in equity
      securities, and from 40% to 60% of
      net assets to underlying portfolios
      and ETFs investing primarily in
      money market instruments and debt
      securities, which may include
      non-investment grade bonds.
      "Non-investment grade bonds" are
      commonly referred to as "junk bonds".
     ----------------------------------------------------------------------
      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 securities issued by
      companies associated with the real
      estate industry, 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 related issuers, 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.
     ----------------------------------------------------------------------
      AST FEDERATED AGGRESSIVE GROWTH        SMALL CAP   Federated Equity
      PORTFOLIO: seeks capital growth. The    GROWTH       Management
      Portfolio pursues its investment                     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 are defined as companies
      with market capitalizations similar
      to companies in the Russell 2000
      Index and S&P 600 Small Cap Index.
     ----------------------------------------------------------------------
      AST FI PYRAMIS(R) ASSET ALLOCATION       ASSET     Pyramis Global
      PORTFOLIO: seeks to maximize total      ALLOCA-    Advisors, LLC a
      return. In seeking to achieve the        TION         Fidelity
      Portfolio's investment objective,                    Investments
      the Portfolio's assets are allocated                   Company
      across eight uniquely specialized
      investment strategies. The Portfolio
      has five strategies that invest
      primarily in equity securities, two
      fixed-income strategies (the Broad
      Market Duration Strategy and the
      High Yield Bond Strategy), and one
      strategy designed to provide
      liquidity (the Liquidity Strategy).
     ----------------------------------------------------------------------


 Pyramis is a registered service mark of FMR LLC. Used under license.

                                      20





       INVESTMENT OBJECTIVES/POLICIES      STYLE/          PORTFOLIO
                                            TYPE           ADVISOR/
                                                          SUBADVISOR
   -------------------------------------------------------------------------
                                               
    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% of its net assets in equity
    securities and approximately 35% of
    its net assets in fixed- income
    securities as of the annual security
    selection date. Depending on market
    conditions, the equity portion may
    range between 60-70% of the
    Portfolio's net assets and the
    fixed-income portion may range
    between 30-40% of the Portfolio's
    net assets. The revised allocations
    do not take into account the
    potential investment of up to 5% of
    the Portfolio's assets in the
    "liquidity" investment sleeve. In
    seeking to achieve its investment
    objective, the Portfolio allocates
    its assets across multiple uniquely
    specialized investment strategies.
    On or about the annual selection
    date (currently March 1 under normal
    circumstances), the Portfolio
    establishes both the percentage
    allocations among the various
    investment strategies under normal
    circumstances and the percentage
    allocation of each security's
    position within each of the
    investment strategies that invest
    primarily in equity securities.
   -------------------------------------------------------------------------
    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% of its
    net assets in equity securities and
    approximately 20% of its net assets
    in fixed-income securities as of the
    annual security selection date.
    Depending on market conditions, the
    equity portion may range between
    75-85% of the Portfolio's net assets
    and the fixed- income portion may
    range between 15-25% of the
    Portfolio's net assets. The revised
    allocations do not take into account
    the potential investment of up to 5%
    of the Portfolio's assets in the
    "liquidity" investment sleeve. In
    seeking to achieve its investment
    objective, the Portfolio allocates
    its assets across multiple uniquely
    specialized investment strategies.
    On or about the annual selection
    date (currently March 1 under normal
    circumstances), the Portfolio
    establishes both the percentage
    allocations among the various
    investment strategies under normal
    circumstances and the percentage
    allocation of each security's
    position within each of the
    investment strategies that invest
    primarily in equity securities.
   -------------------------------------------------------------------------
    AST FRANKLIN TEMPLETON FOUNDING         ASSET     Franklin Advisers,
    FUNDS ALLOCATION PORTFOLIO: seeks      ALLOCA-      Inc.; Franklin
    capital appreciation while its          TION       Mutual Advisers,
    secondary investment objective will                 LLC; Templeton
    be to seek income. Under normal                     Global Advisors
    market conditions the Portfolio will                    Limited
    seek to achieve its investment
    objectives by allocating 33 1/3% of
    its assets to each of the
    Portfolio's three subadvisors. The
    Portfolio will normally invest in a
    combination of domestic and foreign
    equity and fixed-income and money
    market securities. Depending upon
    the Portfolio's ability to achieve
    the necessary asset scale, the
    Trust's ability to implement certain
    legal agreements and custody
    arrangements, and market, economic,
    and financial conditions as of the
    Portfolio's commencement of
    operations, it may take several
    weeks for the Portfolio's assets to
    be fully invested in accordance with
    its investment objective and
    policies. During that time, it is
    anticipated that all or a portion of
    the Portfolio's assets will be
    invested in high grade, short term
    debt securities (both fixed and
    floating rate), money market funds,
    short-term bond funds,
    exchange-traded funds, and/or index
    futures contracts. A relatively long
    initial investment period may
    negatively affect the Portfolio's
    investment return and ability to
    achieve its investment objective.
   -------------------------------------------------------------------------
    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
    investable 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 CAP      Goldman Sachs
    GROWTH PORTFOLIO: seeks long-term      GROWTH      Asset Management,
    growth of capital. The Portfolio                         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.
   -------------------------------------------------------------------------


                                      21






        INVESTMENT OBJECTIVES/POLICIES      STYLE/         PORTFOLIO
                                             TYPE           ADVISOR/
                                                           SUBADVISOR
    ------------------------------------------------------------------------
                                                
     AST GOLDMAN SACHS LARGE-CAP VALUE     LARGE CAP     Goldman Sachs
     PORTFOLIO: seeks long-term growth of    VALUE     Asset Management,
     capital. The Portfolio seeks to                          L.P.
     achieve its investment objective by
     investing in value opportunities
     that the subadvisor, defines as
     companies with identifiable
     competitive advantages whose
     intrinsic value is not reflected in
     the stock price. The Portfolio
     invests, under normal circumstances,
     at least 80% of its net assets in a
     diversified portfolio of equity
     investments in large-cap U.S.
     issuers with public stock market
     capitalizations within the range of
     the market capitalization of
     companies in the Russell 1000 Value
     Index at the time of investment.
    ------------------------------------------------------------------------
     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.
    ------------------------------------------------------------------------
     AST GOLDMAN SACHS SMALL-CAP VALUE     SMALL CAP     Goldman Sachs
     PORTFOLIO: seeks long-term capital      VALUE     Asset Management,
     appreciation. The Portfolio will                         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 in small
     capitalization companies. 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
     investment purposes (measured at
     time of purchase) in non-investment
     grade high yield (also known as
     "junk bonds") fixed-income
     investments which may be represented
     by forwards or derivatives such as
     options, futures contracts, or swap
     agreements. Non-investment grade
     investments are securities rated Ba
     or lower by 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 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     Jennison Associates
     seeks long-term capital growth.       NATIONAL       LLC; Marsico
     Under normal circumstances, the        EQUITY          Capital
     Portfolio invests at least 80% of                  Management, LLC;
     the value of its assets in                         William Blair &
     securities of issuers that are                       Company, LLC
     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.
    ------------------------------------------------------------------------



                                      22






       INVESTMENT OBJECTIVES/POLICIES       STYLE/         PORTFOLIO
                                             TYPE           ADVISOR/
                                                           SUBADVISOR
   -------------------------------------------------------------------------
                                                
    AST INTERNATIONAL VALUE PORTFOLIO:       INTER         LSV Asset
    seeks capital growth. The Portfolio    NATIONAL       Management;
    normally invests at least 80% of the    EQUITY         Thornburg
    Portfolio's investable assets in                       Investment
    equity securities. The Portfolio                    Management, Inc.
    will invest at least 65% of its net
    assets in the equity securities of
    companies in at least three
    different countries, without limit
    as to the amount of assets that may
    be invested in a single country.
   -------------------------------------------------------------------------
    AST INVESTMENT GRADE BOND PORTFOLIO:    FIXED          Prudential
    seeks to maximize total return,         INCOME         Investment
    consistent with the preservation of                 Management, Inc.
    capital and liquidity needs. Under
    normal market conditions the
    Portfolio invests at least 80% of
    its investable assets in bonds.
    Please note that you may not make
    purchase payments to this Portfolio,
    and that this Portfolio is available
    only with certain living benefits.
   -------------------------------------------------------------------------
    AST JENNISON LARGE-CAP GROWTH         LARGE CAP    Jennison Associates
    PORTFOLIO: seeks long-term growth of    GROWTH            LLC
    capital. Under normal market
    conditions, the Portfolio will
    invest at least 80% of its
    investable assets in the equity and
    equity-related securities of
    large-capitalization companies
    measured, at the time of purchase,
    to be within the market
    capitalization of the Russell
    1000(R) Index. In deciding which
    equity securities 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 CAP    Jennison Associates
    PORTFOLIO: seeks capital                VALUE             LLC
    appreciation. Under normal market
    conditions, the Portfolio will
    invest at least 80% of its
    investable assets in the equity and
    equity-related securities of
    large-capitalization companies
    measured, at the time of purchase,
    to be within the market
    capitalization of the Russell
    1000(R) Index. In deciding which
    equity securities to buy, the
    subadvisor will use a value
    investment style and will invest in
    common stocks that it believes are
    being valued at a discount to their
    intrinsic value, 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.
   -------------------------------------------------------------------------
    AST J.P. MORGAN GLOBAL THEMATIC         ASSET         J.P. Morgan
    PORTFOLIO (formerly AST Horizon       ALLOCATION       Investment
    Growth Asset Allocation Portfolio):                 Management, Inc.
    seeks capital appreciation
    consistent with its specified level
    of risk tolerance. The Portfolio
    will provide exposure to a long-term
    strategic asset allocation while
    having the flexibility to express
    shorter-term tactical views by
    capitalizing upon market
    opportunities globally. The
    Portfolio will invest across a broad
    range of asset classes, including,
    without limitation, domestic equity
    and debt, international and global
    developed equity, emerging markets
    equity and debt, high yield debt,
    convertible bonds, and real estate
    investment trusts. The Portfolio
    will invest primarily in individual
    securities in order to meet its
    investment objective and will also
    utilize derivative instruments for
    tactical positioning and risk
    management. Under normal
    circumstances, approximately 65% of
    the Portfolio's net assets (ranging
    between 55-75% depending on market
    conditions) will be invested to
    provide exposure to equity
    securities and approximately 35% of
    its net assets (ranging between
    25-45% depending on market
    conditions) will be invested to
    provide exposure to fixed-income
    securities. Such exposures may be
    obtained through: (i) the purchase
    of "physical" securities (e.g.,
    common stocks, bonds, etc.); (ii)
    the use of derivatives (e.g.,
    options and futures contracts on
    indices, securities, and
    commodities, currency forwards,
    etc.); and (iii) the purchase of
    certain exchange-traded funds.
   -------------------------------------------------------------------------
    AST JPMORGAN INTERNATIONAL EQUITY        INTER        J.P. Morgan
    PORTFOLIO: seeks capital growth. The   NATIONAL        Investment
    Portfolio seeks to meet its             EQUITY      Management, Inc.
    objective by investing, under normal
    market conditions, at least 80% of
    its assets in equity securities. The
    Portfolio seeks to meet its
    investment objective by normally
    investing primarily 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.
   -------------------------------------------------------------------------



                                      23






        INVESTMENT OBJECTIVES/POLICIES      STYLE/         PORTFOLIO
                                             TYPE          ADVISOR/
                                                          SUBADVISOR
    -----------------------------------------------------------------------
                                                
     AST JPMORGAN STRATEGIC OPPORTUNITIES    ASSET        J.P. Morgan
     PORTFOLIO: seeks to maximize return    ALLOCA-       Investment
     compared to the benchmark through       TION      Management, Inc.
     security selection and tactical
     asset allocation. The Portfolio
     invests in securities and financial
     instruments (including derivatives)
     to gain exposure to global equity,
     global fixed income and cash
     equivalent markets, including global
     currencies. The Portfolio may invest
     in developed and emerging markets
     securities, domestic and foreign
     fixed income securities (including
     non-investment grade bonds or "junk
     bonds"), and real estate investment
     trusts (REITs) 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 CAP   Hotchkis and Wiley
     current income and long-term growth     VALUE          Capital
     of income, as well as capital                      Management, LLC
     appreciation. The Portfolio invests,
     under normal circumstances, at least
     80% of its net assets in securities
     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 CORE-FIXED INCOME       FIXED     Lord, Abbett & Co.
     PORTFOLIO: seeks income and capital    INCOME            LLC
     appreciation to produce a high total
     return. Under normal market
     conditions, the Portfolio pursues
     its investment objective by
     investing at least 80% of its net
     assets in fixed-income securities.
     The Portfolio primarily invests in
     securities issued or guaranteed by
     the U.S. government, its agencies or
     government-sponsored enterprises;
     investment grade debt securities of
     U.S. issuers; investment grade debt
     securities of non-U.S. issuers that
     are denominated in U.S. dollars;
     mortgage-backed and other
     asset-backed securities; senior
     loans, and loan participations and
     assignments; and derivative
     instruments, such as options,
     futures contracts, forward contracts
     and swap agreements.
    -----------------------------------------------------------------------
     AST MARSICO CAPITAL GROWTH            LARGE CAP    Marsico Capital
     PORTFOLIO: seeks capital growth.       GROWTH      Management, LLC
     Income realization is not an
     investment objective and any income
     realized on the Portfolio's
     investments, therefore, will be
     incidental to the Portfolio's
     objective. The Portfolio will pursue
     its objective by investing primarily
     in common stocks of large companies
     that are selected for their growth
     potential. Large capitalization
     companies are companies with market
     capitalizations within the market
     capitalization range of the Russell
     1000 Growth Index. In selecting
     investments for the Portfolio, the
     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 subadvisor then looks for
     individual companies that are
     expected to offer 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 and
     replacing existing positions 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 net 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.
    -----------------------------------------------------------------------
     AST MFS GROWTH PORTFOLIO: seeks       LARGE CAP     Massachusetts
     long-term capital growth and future,   GROWTH     Financial Services
     rather than current income. Under                      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 focuses on investing
     the Portfolio's assets in the stocks
     of companies it believes to have
     above-average earnings growth
     potential compared to other
     companies. The subadvisor uses a
     "bottom up" as opposed to a "top
     down" investment style in managing
     the Portfolio.
    -----------------------------------------------------------------------



                                      24






        INVESTMENT OBJECTIVES/POLICIES      STYLE/         PORTFOLIO
                                             TYPE           ADVISOR/
                                                           SUBADVISOR
    ------------------------------------------------------------------------
                                                
     AST MFS LARGE-CAP VALUE PORTFOLIO:    LARGE-CAP     Massachusetts
     seeks capital appreciation. The         VALUE     Financial Services
     Portfolio seeks to achieve its                         Company
     investment objective by investing at
     least 80% of its net assets in
     issuers with large market
     capitalizations of at least $5
     billion at the time of purchase. The
     Portfolio will invest primarily in
     equity securities and may invest in
     foreign securities. The subadviser
     focuses on investing the Portfolio's
     assets in the stocks of companies it
     believes are undervalued compared to
     their perceived worth (value
     companies). The subadviser uses a
     "bottom-up" investment approach to
     buying and selling investments for
     the Portfolio. Investments are
     selected primarily based on
     fundamental analysis of individual
     issuers. Quantitative models that
     systematically evaluate issuers may
     also be considered
    ------------------------------------------------------------------------
     AST MID-CAP VALUE PORTFOLIO: seeks     MID CAP         EARNEST
     to provide capital growth by            VALUE       Partners, LLC;
     investing primarily in                              WEDGE Capital
     mid-capitalization stocks that                    Management L.L.P.
     appear to be undervalued. The
     Portfolio 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 and maintain       INCOME         Investment
     high levels of liquidity. The                      Management, Inc.
     Portfolio invests in high-quality
     money market instruments and seeks
     to maintain a stable net asset value
     (NAV) of $1 per share.
    ------------------------------------------------------------------------
     AST NEUBERGER BERMAN CORE BOND          FIXED      Neuberger Berman
     PORTFOLIO: seeks to maximize total     INCOME      Fixed Income LLC
     return consistent with the
     preservation of capital. Under
     normal circumstances the Portfolio
     invests at least 80% of its
     investable assets in bonds and other
     debt securities. All of the debt
     securities in which the Portfolio
     invests will be investment grade
     under normal circumstances.
    ------------------------------------------------------------------------
     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 with
     above-average sales and competitive
     returns on equity relative to their
     peers.
    ------------------------------------------------------------------------
     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. 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.
    ------------------------------------------------------------------------
     AST NEW DISCOVERY ASSET ALLOCATION      ASSET     Bradford & Marzec,
     PORTFOLIO (formerly AST American       ALLOCA-        LLC; Brown
     Century Income & Growth Portfolio):     TION        Advisory, LLC;
     seeks total return. Total return is                C.S. McKee, LP;
     comprised of capital appreciation                      EARNEST
     and income. Under normal                            Partners, LLC;
     circumstances, approximately 70% of                Epoch Investment
     the Portfolio's assets will be                     Partners, Inc.;
     allocated to a combination of                     Security Investors,
     domestic and international equity                   LLC; Thompson,
     strategies and approximately 30% of               Siegel & Walmsley
     Portfolio's assets will be allocated                     LLC
     to certain U.S. fixed-income
     investment strategies and a
     liquidity strategy. Depending upon
     the Portfolio's ability to achieve
     the necessary asset scale, the
     Trust's ability to implement certain
     legal agreements and custody
     arrangements, and market, economic,
     and financial conditions as of the
     Portfolio's commencement of
     operations, it may take several
     weeks for the Portfolio's assets to
     be fully invested in accordance with
     its investment objective and
     policies. During that time, it is
     anticipated that all or a portion of
     the Portfolio's assets will be
     invested in high grade, short term
     debt securities (both fixed and
     floating rate), money market funds,
     short-term bond funds,
     exchange-traded funds, and/or index
     futures contracts. A relatively long
     initial investment period may
     negatively affect the Portfolio's
     investment return and ability to
     achieve its investment objective.
    ------------------------------------------------------------------------



                                      25





       INVESTMENT OBJECTIVES/POLICIES       STYLE/         PORTFOLIO
                                             TYPE          ADVISOR/
                                                          SUBADVISOR
   -------------------------------------------------------------------------
                                               
    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 market
    countries are generally countries
    not considered to be developed
    market countries, and therefore not
    included in the MSCI World Index.
    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. Portfolio holdings
    are concentrated in areas of the
    bond market (based on quality,
    sector, interest rate or maturity)
    that the subadvisor believes to be
    relatively undervalued. The
    Portfolio may invest up to 10% total
    assets in non-investment grade bonds
    which are commonly known as "junk
    bonds".
   -------------------------------------------------------------------------
    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. Portfolio holdings are
    concentrated in areas of the bond
    market (based on quality, sector,
    interest rate or maturity) that the
    subadvisor believes to be relatively
    undervalued. The Portfolio may
    invest up to 10% total assets in
    non-investment grade bonds which are
    commonly known as "junk bonds".
   -------------------------------------------------------------------------
    AST PRESERVATION ASSET ALLOCATION       ASSET         Prudential
    PORTFOLIO: seeks to obtain a 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, within 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, exchange
    traded funds (ETFs), and futures
    contracts, swap agreements and other
    financial and derivative instruments.
   -------------------------------------------------------------------------
    AST PRUDENTIAL CORE BOND PORTFOLIO:     FIXED         Prudential
    seeks to maximize total return          INCOME        Investment
    consistent with the long-term                      Management, Inc.
    preservation of capital. The
    Portfolio will invest, under normal
    circumstances, at least 80% of its
    net assets in intermediate and
    long-term debt obligations and high
    quality money market instruments.
    The Portfolio will invest, under
    normal circumstances, at least 80%
    of its net assets in intermediate
    and long-term debt obligations that
    are rated investment grade by the
    major ratings services, or if
    unrated, considered to be of
    comparable quality by the
    subadvisor, and high quality money
    market instruments. Likewise, the
    Portfolio may invest up to 20% of
    its net assets in
    high-yield/high-risk debt securities
    (commonly known as "junk bonds").
    The Portfolio also may invest up to
    20% of its total assets in debt
    securities issued outside the U.S.
    by U.S. or foreign issuers, whether
    or not such securities are
    denominated in the U.S. dollar.
   -------------------------------------------------------------------------


                                      26





         INVESTMENT OBJECTIVES/POLICIES      STYLE/        PORTFOLIO
                                              TYPE          ADVISOR/
                                                           SUBADVISOR
     ----------------------------------------------------------------------
                                                 
      AST QMA US EQUITY ALPHA PORTFOLIO:    LARGE CAP     Quantitative
      seeks long term capital                 BLEND        Management
      appreciation. The Portfolio utilizes               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 Portfolio seeks
      to produce returns that exceed those
      of its benchmark index, the Russell
      1000(R), which is comprised of
      stocks representing more than 90% of
      the market cap of the US market and
      includes the largest 1000 securities
      in the Russell 3000(R) Index.
     ----------------------------------------------------------------------
      AST QUANTITATIVE MODELING PORTFOLIO:    ASSET       Quantitative
      seeks a high potential return while    ALLOCA-       Management
      attempting to mitigate downside risk    TION       Associates LLC
      during adverse market cycles. The
      Portfolio operates as a
      "fund-of-funds", meaning that the
      Portfolio invests substantially all
      of its assets in a combination of
      other mutual funds. The assets of
      the Portfolio are allocated to a
      capital growth segment and a
      fixed-income segment. Under normal
      circumstances, approximately 75% of
      the Portfolio's net assets
      attributable to the capital growth
      segment are invested in underlying
      portfolios that invest primarily in
      equity securities, while the
      remaining 25% of the Portfolio's net
      assets attributable to the capital
      growth segment are invested in
      underlying portfolios that invest
      primarily in debt securities and
      money market instruments. All of the
      assets attributable to the
      fixed-income segment are invested in
      the AST Investment Grade Bond
      Portfolio, which in turn invests at
      least 80% of its assets in bonds.
      Portfolio assets are normally
      transferred between the capital
      growth segment and the fixed-income
      segment based upon the application
      of a quantitative model to the
      Portfolio's overall net asset value
      (NAV) per share. In general terms,
      the model seeks to transfer
      Portfolio assets from the capital
      growth segment to the fixed-income
      segment when the Portfolio's NAV per
      share experiences certain declines
      and from the fixed- income segment
      to the capital growth segment when
      the Portfolio's NAV per share
      experiences certain increases or
      remains flat over certain periods of
      time.
     ----------------------------------------------------------------------
      AST SCHRODERS GLOBAL TACTICAL           ASSET         Schroder
      PORTFOLIO (formerly AST CLS Growth      ALLOCA       Investment
      Asset Allocation Portfolio): seeks      TION      Management North
      to outperform its blended                          America Inc./
      performance benchmark. The blended                    Schroder
      benchmark is comprised of 45%                        Investment
      Russell 3000, 12.5% MSCI EAFE (USD                Management North
      Hedged), 12.5% MSCI EAFE (Local),                   America Ltd.
      and 30% Barclays Capital U.S.
      Aggregate Bond Index. The Portfolio
      is a multi asset-class fund that
      allocates its assets among various
      regions and countries throughout the
      world, including the United States
      (but in no less than three
      countries). The subadvisors use
      various investment strategies,
      currency hedging, and a global
      tactical asset allocation strategy
      in order to help the Portfolio
      achieve its investment objective.
      Under normal circumstances,
      approximately 70% of the Portfolio's
      net assets are invested to provide
      exposure to equity securities and
      approximately 30% of its net assets
      are invested to provide exposure to
      fixed-income securities. Depending
      on market conditions, such equity
      exposure may range between 60-80% of
      the Portfolio's net assets and such
      fixed-income exposure may range
      between 20-40% of its net assets.
     ----------------------------------------------------------------------
      AST SCHRODERS MULTI-ASSET WORLD         ASSET         Schroder
      STRATEGIES PORTFOLIO: seeks            ALLOCA-       Investment
      long-term capital appreciation. The     TION      Management North
      Portfolio seeks to achieve its                     America Inc./
      objective through a flexible global                   Schroder
      asset allocation approach. This                      Investment
      approach entails investing in                     Management North
      traditional asset classes, such as                  America Ltd.
      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 subadvisors
      seek to emphasize the management of
      risk and volatility. Exposure to
      different asset classes and
      investment strategies will vary over
      time based upon the subadvisor's
      assessments of changing market,
      economic, financial and political
      factors and events.
     ----------------------------------------------------------------------
      AST SMALL-CAP GROWTH PORTFOLIO:       SMALL CAP     Eagle Asset
      seeks long-term capital growth. The    GROWTH     Management, Inc.;
      Portfolio pursues its objective by                 Emerald Mutual
      investing, under normal                            Fund Advisers
      circumstances, at least 80% of the                     Trust
      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.
     ----------------------------------------------------------------------


                                      27





        INVESTMENT OBJECTIVES/POLICIES      STYLE/         PORTFOLIO
                                             TYPE           ADVISOR/
                                                           SUBADVISOR
    ------------------------------------------------------------------------
                                                
     AST SMALL-CAP VALUE PORTFOLIO: seeks  SMALL CAP      ClearBridge
     to provide long-term capital growth     VALUE     Advisors, LLC; J.P.
     by investing primarily in                         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 at the
     time of purchase. Each subadvisor
     expects to utilize different
     investment strategies to achieve the
     Portfolio's objective.
    ------------------------------------------------------------------------
     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 over shorter time periods:
     the equity portion may range between
     50-70% and the fixed-income portion
     may range between 30-50%. 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 EQUITY INCOME       LARGE CAP     T. Rowe Price
     PORTFOLIO (formerly AST                 VALUE      Associates, Inc.
     AllianceBernstein Core Value
     Portfolio): seeks substantial
     dividend income as well as long-term
     growth of capital through
     investments in the common stocks of
     established companies. The Portfolio
     will normally invest at least 80% of
     its net assets (including any
     borrowings for investment purposes)
     in common stocks, with 65% of net
     assets (including any borrowings for
     investment purposes) in
     dividend-paying common stocks of
     well-established companies. The
     Portfolio will typically employ a
     "value" approach in selecting
     investments. T. Rowe Price's
     research team will seek companies
     that appear to be undervalued by
     various measures and may be
     temporarily out of favor but have
     good prospects for capital
     appreciation and dividend growth. In
     selecting investments, T. Rowe Price
     generally will look for companies in
     the aggregate with an established
     operating history, above-average
     dividend yield relative to the S&P
     500 Index, low price/earnings ratio
     relative to the S&P 500 Index, a
     sound balance sheet and other
     positive financial characteristics,
     and low stock price relative to a
     company's underlying value as
     measured by assets, cash flow, or
     business franchises.
    ------------------------------------------------------------------------
     AST T. ROWE PRICE GLOBAL BOND           FIXED       T. Rowe Price
     PORTFOLIO: seeks to provide high       INCOME     Associates, Inc. /
     current income and capital growth by                T. Rowe Price
     investing in high-quality foreign                 International Ltd
     and U.S. dollar-denominated bonds.                     (TRPIL)
     The Portfolio will normally 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.
    ------------------------------------------------------------------------


                                      28






         INVESTMENT OBJECTIVES/POLICIES      STYLE/        PORTFOLIO
                                              TYPE         ADVISOR/
                                                          SUBADVISOR
     ---------------------------------------------------------------------
                                                 
      AST T. ROWE PRICE LARGE-CAP GROWTH    LARGE CAP    T. Rowe Price
      PORTFOLIO: seeks long-term growth of   GROWTH     Associates, Inc.
      capital by investing predominantly
      in the equity securities of a
      limited number of large, carefully
      selected, high-quality U.S.
      companies that are judged likely to
      achieve superior earnings growth.
      The Portfolio takes a growth
      approach to 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
      capitalization is larger than the
      median market capitalization 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 the Portfolio is
      primarily invested in U.S.
      securities, up to 50% of total
      assets also may be invested in
      foreign securities.
     ---------------------------------------------------------------------
      AST WELLINGTON MANAGEMENT HEDGED        ASSET       Wellington
      EQUITY PORTFOLIO: seeks to              ALLOCA      Management
      outperform a mix of 50% Russell 3000    TION       Company, LLP
      Index, 20% MSCI EAFE Index, and 30%
      Treasury Bill Index over a full
      market cycle by preserving capital
      in adverse markets utilizing an
      options strategy while maintaining
      equity exposure to benefit from up
      markets through investments in
      Wellington Management's equity
      investment strategies. The Portfolio
      will use a broad spectrum of
      Wellington Management's equity
      investment strategies to invest in a
      broadly diversified portfolio of
      common stocks while also pursuing an
      equity index option overlay
      strategy. The equity index option
      overlay strategy is designed to help
      mitigate capital losses in adverse
      market environments and employs a
      put/spread collar to meet this goal.
      The Portfolio will normally invest
      at least 80% of its assets in common
      stocks of small, medium and large
      companies and may also invest up to
      30% of its assets in equity
      securities of foreign issuers and
      non-dollar denominated 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, by investing to obtain the
      average duration specified for the
      Portfolio. The Portfolio invests,
      under normal circumstances, at least
      80% of the value of its assets in
      debt and fixed-income securities.
      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. The
      Portfolio has the ability to invest
      up to 20% in below investment grade
      securities. Securities rated below
      investment grade are commonly known
      as "junk bonds" or "high yield"
      securities.
     ---------------------------------------------------------------------
      AST WESTERN ASSET EMERGING MARKETS      FIXED      Western Asset
      DEBT PORTFOLIO: seeks to maximize      INCOME       Management
      total return. The Portfolio pursues               Company; Western
      its objective, under normal market                Asset Management
      conditions, by investing at least                 Company Limited
      80% of its assets in fixed-income
      securities issued by governments,
      government related entities and
      corporations located in emerging
      markets, and related instruments.
      The Portfolio may invest without
      limit in high yield debt securities
      and related investments rated below
      investment grade (that is,
      securities rated below Baa/BBB), or,
      if unrated, determined to be of
      comparable credit quality by one of
      the subadvisers. The Portfolio may
      invest in Below-investment grade
      securities are commonly referred to
      as "junk bonds". The Western Asset
      Emerging Markets Debt Portfolio also
      may invest up to 50% of its assets
      in non-U.S. dollar denominated fixed
      income securities.
     ---------------------------------------------------------------------



 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

                                      29



 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,
    the AST Western Asset Core Plus Bond Portfolio, the AST Lord Abbett Core
    Fixed Income Portfolio, the AST Neuberger Berman Core Bond Portfolio, and
    the AST Prudential Core 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 predetermined 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
    (subject to the predetermined mathematical formula inherent in the
    benefit); 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; and
..   if you are already participating in the Custom Portfolios Program and add a
    new benefit that also participates in this program, your rebalancing date
    will continue to be based upon the quarterly anniversary of your initial
    benefit election.


 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. Please note that the Custom
 Portfolios Program is not available with any of the Highest Daily Lifetime
 Income 2.0 benefits. If you currently have elected an optional death benefit
 and wish to elect a Highest Daily Lifetime Income 2.0 benefit, you may not
 continue to invest under 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



                                                               
 Highest Daily Lifetime Income 2.0                                 AST Academic Strategies Asset Allocation
 Highest Daily Lifetime Income 2.0 with Lifetime Income            AST Advanced Strategies
 Accelerator                                                       AST Balanced Asset Allocation
 Spousal Highest Daily Lifetime Income 2.0                         AST BlackRock Global Strategies
 Highest Daily Lifetime Income 2.0 with Highest Daily Death        AST Capital Growth Asset Allocation
 Benefit                                                           AST CLS Moderate Asset Allocation
 Spousal Highest Daily Lifetime Income 2.0 with Highest Daily      AST FI Pyramis(R) Asset Allocation
 Death Benefit                                                     AST First Trust Balanced Target
 Highest Daily Lifetime Income                                     AST First Trust Capital Appreciation Target
 Highest Daily Lifetime Income with Lifetime Income Accelerator    AST Franklin Templeton Founding Funds Allocation
 Spousal Highest Daily Lifetime Income                             AST Horizon Moderate Asset Allocation
 Highest Daily Lifetime 6 Plus                                     AST J.P. Morgan Global Thematic
 Highest Daily Lifetime 6 Plus with LIA                            AST JPMorgan Strategic Opportunities
 Spousal Highest Daily Lifetime 6 Plus                             AST New Discovery Asset Allocation
 GRO Plus II                                                       AST Preservation Asset Allocation
 Highest Daily GRO II                                              AST Schroders Global Tactical
 Highest Anniversary Value Death Benefit                           AST Schroders Multi-Asset World Strategies
 Combination 5% Roll-Up and HAV Death Benefit                      AST T. Rowe Price Asset Allocation
                                                                   AST Wellington Management Hedged Equity

 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 Balanced Asset Allocation
 Highest Daily Lifetime 6 Plus                                     AST BlackRock Global Strategies



                                      30






                                             
 Highest Daily Lifetime 6 Plus with LIA          AST BlackRock Value
 Spousal Highest Daily Lifetime 6 Plus           AST CLS Moderate Asset Allocation
 GRO Plus II                                     AST Capital Growth Asset Allocation
 Highest Daily GRO II                            AST Cohen & Steers Realty
 Highest Anniversary Value Death Benefit         AST Federated Aggressive Growth
 Combination 5% Roll-Up and HAV Death Benefit    AST FI Pyramis(R) Asset Allocation
                                                 AST First Trust Balanced Target
                                                 AST First Trust Capital Appreciation Target
                                                 AST Franklin Templeton Founding Funds Allocation
                                                 AST Global Real Estate
                                                 AST Goldman Sachs Concentrated Growth
                                                 AST Goldman Sachs Large-Cap Value
                                                 AST Goldman Sachs Mid-Cap Growth
                                                 AST Goldman Sachs Small-Cap Value
                                                 AST High Yield
                                                 AST Horizon Moderate Asset Allocation
                                                 AST International Growth
                                                 AST International Value
                                                 AST Jennison Large-Cap Growth
                                                 AST Jennison Large-Cap Value
                                                 AST J.P. Morgan Global Thematic
                                                 AST JPMorgan International Equity
                                                 AST JPMorgan Strategic Opportunities
                                                 AST Large-Cap Value
                                                 AST Lord Abbett Core-Fixed Income
                                                 AST Marsico Capital Growth
                                                 AST MFS Global Equity
                                                 AST MFS Growth
                                                 AST MFS Large-Cap Value
                                                 AST Mid-Cap Value
                                                 AST Money Market
                                                 AST Neuberger Berman Core Bond
                                                 AST Neuberger Berman Mid-Cap Growth
                                                 AST Neuberger Berman/LSV Mid-Cap Value
                                                 AST New Discovery Asset Allocation
                                                 AST Parametric Emerging Markets Equity
                                                 AST PIMCO Limited Maturity Bond
                                                 AST PIMCO Total Return Bond
                                                 AST Preservation Asset Allocation
                                                 AST Prudential Core Bond
                                                 AST QMA US Equity Alpha
                                                 AST Schroders Global Tactical
                                                 AST Schroders Multi-Asset World Strategies
                                                 AST Small-Cap Growth
                                                 AST Small-Cap Value
                                                 AST T. Rowe Price Asset Allocation
                                                 AST T. Rowe Price Equity Income
                                                 AST T. Rowe Price Global Bond
                                                 AST T. Rowe Price Large-Cap Growth
                                                 AST T. Rowe Price Natural Resources
                                                 AST Wellington Management Hedged Equity
                                                 AST Western Asset Core Plus Bond
                                                 AST Western Asset Emerging Markets Debt



 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.

                                      31





 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, in our sole
 discretion, 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:
   .   partial 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 partial 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 Income).

 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 we are crediting for a Guarantee Period
 equal in duration to the time remaining under the Guarantee Period (plus a
 Liquidity Factor as defined below) 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. The Liquidity
 Factor is an element of the MVA formula currently equal to 0.0025 or 25 basis
 points. It is an adjustment that is applied

                                      32




 when an MVA is assessed (regardless of whether the MVA is positive or
 negative) and, relative to when no Liquidity Factor is applied, will reduce
 the amount being surrendered or transferred from the MVA Option. 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 Option works in a similar fashion, including the Liquidity Factor
 described above, except that both interest rates used in the MVA formula are
 derived directly from the Federal Reserve's "Constant Maturity (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. "Annuity Date" means 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."

 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).

                                      33




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

 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 partial 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 (such as
 gains or purchase credits). 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. Please be aware that under the Highest Daily Lifetime Income
 2.0, Highest Daily Lifetime Income and Highest Daily Lifetime 6 Plus suite of
 benefits: (a) for a gross withdrawal, if the amount requested exceeds the
 Annual Income Amount, the excess portion will be treated as Excess Income and
 (b) for a net withdrawal, if the amount you receive plus the amount of the
 CDSC deducted from your Unadjusted Account Value exceeds the Annual Income
 Amount, the excess portion will be treated as Excess Income (which has
 negative consequences under these optional benefits).


 Upon surrender, we calculate a CDSC based on any Purchase Payments that have
 not been withdrawn. The amount of such Purchase Payments could be greater than
 your remaining Account Value. This could 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

                                      34




 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. "Surrender Value" refers 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.

 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. We reserve the
 right to impose a charge for federal income taxes if we determine, in our sole
 discretion, that we will incur a tax as a result of the operation of the
 Separate Account.

 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 9/th/ 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 2.0, 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.


                                      35





 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.

                                      36




                            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 equals $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. To the extent allowed by state law, that
 required approval also will apply to a proposed change of owner of the
 Annuity, if as a result of the ownership change, total Purchase Payments would
 equal or exceed that $1 million threshold. 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 allow
 assignments to certain ownership types, including but not limited to:
 corporations, partnerships, endowments and grantor trusts with multiple
 grantors. Further, we will only issue an Annuity, allow changes of ownership
 and/or permit assignments to certain ownership types if the Annuity is held
 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. The "Annuitant" refers to the natural person
 upon whose life annuity payments payable to the Owner are based.

 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 electronic funds transfer ("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

                                      37




 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.

 If you have elected to participate in the 6 or 12 Month DCA Program, your
 initial Purchase Payment will be applied to your chosen program. Each time you
 make an additional Purchase Payment, you will need to elect a new 6 or 12
 Month DCA Program for that additional Purchase Payment. If you do not provide
 such instructions, we will allocate that additional 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.
 Additionally, if your initial Purchase Payment is funded from multiple sources
 (e.g., a transfer of assets/1035 exchange) then the total amount that you have
 designated to fund your annuity will be treated as the initial Purchase
 Payment for purposes of your participation in the 6 or 12 Month DCA Program.

 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.

                                      38





 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: Each Owner 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. 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.

 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.

                                      39





 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, to the extent allowed by
 applicable state law, calculate any applicable MVA with a zero "liquidity
 factor". See the section of this prospectus entitled "Market Value Adjustment
 Options."

 SCHEDULED PAYMENTS DIRECTLY FROM A 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.

                                      40




                             MANAGING YOUR ANNUITY

 CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS
 In general, 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, including an assignment, 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;
..   any permissible designation change if the change request is received at our
    Service Office after the Annuity Date;
..   a new Owner or Annuitant that is a certain ownership type, including but
    not limited to corporations, partnerships, endowments, and grantor trusts
    with multiple grantors; and
..   a new Annuitant for a contract issued to a grantor trust where the new
    Annuitant is not the grantor of the trust.


 In general, you may change the Owner, Annuitant, and Beneficiary designations
 as indicated above, and also may assign the Annuity. WE WILL ALLOW CHANGES OF
 OWNERSHIP AND/OR ASSIGNMENTS ONLY IF THE ANNUITY IS HELD EXCLUSIVELY FOR THE
 BENEFIT OF THE ANNUITANT OR CONTINGENT ANNUITANT. 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 AND TO THE EXTENT ALLOWED BY STATE LAW, 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.

 DEATH BENEFIT SUSPENSION UPON CHANGE OF OWNER OR ANNUITANT. If there is a
 change of Owner or Annuitant, the change may affect the amount of the Death
 Benefit. See the Death Benefits 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.

 Certain spousal rights under the contract, and our administration of such
 spousal rights and related tax reporting comport 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, domestic partners or same-sex marriages. You
 should be aware, however, that federal tax law does not recognize civil union
 couples, domestic partners or marriage spouses of the same sex. Therefore, we
 cannot permit a same-sex civil union partner, domestic partner or 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. Please note
 there may be federal tax consequences at the death of the first same-sex civil
 union partner, domestic partner or spouse. Civil union couples, domestic
 partners and spouses of the same sex should consider that limitation before
 selecting a spousal benefit under the annuity.

 CONTINGENT ANNUITANT
 Generally, if an Annuity is owned by an entity and the entity has named a
 Contingent Annuitant, the Contingent Annuitant will become the Annuitant upon
 the death of the Annuitant, and no Death Benefit is payable. Unless we agree
 otherwise, the Annuity is only eligible to have a Contingent Annuitant
 designation if the entity which owns the Annuity is (1) a plan described in
 Internal Revenue Code Section 72(s)(5)(A)(i) (or any successor Code section
 thereto); (2) an entity described in Code Section 72(u)(1) (or any successor
 Code section thereto); or (3) a Custodial Account established to hold
 retirement assets for the benefit of the natural person Annuitant pursuant to
 the provisions of Section 408(a) of the Internal Revenue Code (or any
 successor Code section thereto) ("Custodial Account").


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

                                      41




                          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. Currently, the DCA MVA Options are not available
 in the States of Iowa and Oregon.

 CRITERIA FOR PARTICIPATING IN THE PROGRAM
..   If you have elected to participate in the 6 or 12 Month DCA Program, your
    initial Purchase Payment will be applied to your chosen program. Each time
    you make an additional Purchase Payment, you will need to elect a new 6 or
    12 Month DCA Program for that additional Purchase Payment. If you do not
    provide such instructions, we will allocate that additional 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. Additionally, if your initial Purchase Payment is
    funded from multiple sources (e.g., a transfer of assets/1035 exchange)
    then the total amount that you have designated to fund your annuity will be
    treated as the initial Purchase Payment for purposes of your participation
    in the 6 or 12 Month DCA 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 (with the interest earned added to the
    last payment). 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 partial 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

                                      42




    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 predetermined 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. The "Accumulation Period" refers to the period of
 time from the Issue Date through the last Valuation Day immediately preceding
 the Annuity Date. 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 2.0) that makes transfers under a predetermined mathematical
 formula, and you have opted for automatic rebalancing, you should be aware
 that: (a) the AST bond portfolio used as part of the predetermined
 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.

                                      43





 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, an asset rebalancing program, or pursuant to a
 mathematical formula required as part of an optional benefit (e.g., Highest
 Daily Lifetime Income). 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 the Sub-account
 corresponding to the AST Money Market Portfolio or 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
    predetermined mathematical formula used with an optional living benefit;
    (ii) do not count any transfer that solely involves the AST Money Market
    Portfolio or 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

                                      44




 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.

                                      45




                            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, partial 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 a withdrawal deemed to be Excess Income that brings your Unadjusted
 Account Value to zero, both the benefit and the Annuity itself will terminate.

 TAX IMPLICATIONS FOR DISTRIBUTIONS FROM NON-QUALIFIED ANNUITIES

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

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

 There may also be tax implications on distributions from qualified Annuities.
 See "Tax Considerations" for information about qualified Annuities and for
 additional information about non-qualified Annuities.

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

 EXAMPLE. This example assumes that no withdrawals have previously been taken.

 On January 3, 2012, to purchase your B Series Annuity, you make an initial
 Purchase Payment of $20,000.
 On January 3, 2013, you make a subsequent Purchase Payment to your B Series
 Annuity of $10,000.

   .   Because in Annuity Year 1 your initial Purchase Payment of $20,000 is
       still within the CDSC schedule (see "Annuity Owner Transaction
       Expenses"), your Free Withdrawal amount in Annuity Year 1 equals $20,000
       X 10%, or $2,000.
   .   Because in Annuity Year 2 both your initial Purchase Payment of $20,000
       and your subsequent Purchase Payment of $10,000 are still within the
       CDSC schedule (see "Annuity Owner Transaction Expenses"), your Free
       Withdrawal amount in Annuity Year 2 equals $20,000 X 10%, plus $10,000 X
       10%, or $2,000 + $1,000 for a total of $3,000.

                                      46





 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 PARTIAL 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 2.0, HIGHEST DAILY LIFETIME INCOME OR HIGHEST DAILY LIFETIME 6 PLUS
 BENEFITS (OR THE LIA AMOUNT, UNDER HIGHEST DAILY LIFETIME INCOME 2.0 WITH LIA,
 HIGHEST DAILY LIFETIME INCOME WITH LIA OR HIGHEST DAILY LIFETIME 6 PLUS WITH
 LIA). IN THAT SCENARIO, THE PARTIAL 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 INCOME
 2.0 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 (your "designated Investment Options"). If you do not designate
 Investment Options for systematic withdrawals, we will withdraw systematic
 withdrawals 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). For any scheduled
 systematic withdrawal for which you have elected a specific dollar amount and
 have specified percentages to be withdrawn from your designated Investment
 Options, if the amounts in your designated Investment Options cannot satisfy
 such instructions, we will withdraw systematic withdrawals pro rata, as just
 described, based on the Account Value across all your Investment Options.
 Please note that if you are participating in certain optional living benefits
 (e.g., Highest Daily Lifetime Income 2.0), systematic withdrawals must be
 taken pro rata. Ownership changes to and assignment of your Annuity will
 terminate any systematic withdrawals that had been in effect on the date of
 the change.


 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

                                      47




 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 rules 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 rules 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.

                                      48




                                  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.

 We apply as a threshold, in certain circumstances, a minimum Surrender Value
 of $2,000. If you purchase an Annuity without a lifetime guaranteed minimum
 withdrawal benefit, we will not allow you to take any withdrawals that would
 cause your Annuity's Account Value, after taking the withdrawal, to fall below
 the minimum Surrender Value. Likewise, if you purchase an Annuity with a
 lifetime guaranteed minimum withdrawal benefit, we will not allow you to take
 a Non-Lifetime Withdrawal (see "Living Benefits - Non-Lifetime Withdrawal
 Feature") that would cause your Annuity's Account Value, after taking the
 withdrawal, to fall below the minimum Surrender Value. See "Annuity Options"
 for information on the impact of the minimum Surrender Value at annuitization.

 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. Although a CDSC will not apply to qualifying
 medically-related surrenders, please be aware that a withdrawal from the
 Annuity before you have reached age 59 1/2 may be subject to a 10% tax penalty
 and other tax consequences - see the Tax Considerations section of this
 prospectus.

 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 (equal to $500,000), but we do not currently impose that maximum.
 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 that maximum amount, 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
       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. This benefit is not currently available in California
 and Massachusetts.

                                      49




                                ANNUITY OPTIONS

 Annuitization involves converting your Unadjusted 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, if any,
 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). 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 in
 this prospectus for a description of annuity options that are available when
 you elect one of the living benefits. You must annuitize your entire Account
 Value; partial annuitizations are not allowed.

 You have a right to choose your annuity start date, provided that it is 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
 ("Latest Annuity Date") and no earlier than the earliest permissible Annuity
 Date. You may choose one of the Annuity Options described below, and the
 frequency of annuity payments. You may change your choices before the 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.
 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).

 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 any 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
 Benefits described below.

 Certain of these annuity options may be available as "settlement options" 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 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 the life
 expectancy of the Annuitant at the time the Annuity Option becomes effective,
 as computed under applicable IRS tables). The annuity payments may be made
 monthly, quarterly, semiannually, or annually, as you choose, for the fixed
 period. If the Owner dies during the income phase, payments will continue to
 any surviving Owner, or if there is no surviving Owner, the named Beneficiary
 or your estate if no Beneficiary is named for the remainder of the period
 certain.

 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 Owner or Annuitant die
 before the end of the period certain, the remaining period certain payments
 are paid to any surviving Owner, or if there is no surviving Owner, 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. We will use a period
 certain of 10 years, or a shorter duration if the Annuitant's life expectancy
 at the time the Annuity Option becomes effective, as computed under applicable
 IRS tables, is less than 10 years. If in this instance the duration of the
 period certain is prohibited by applicable law, then we will pay you a lump
 sum in lieu of this option.

 OTHER ANNUITY OPTIONS WE MAY MAKE AVAILABLE
 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 monthly, quarterly, semiannually, or annually, as you choose, until
    the death of the Annuitant. No additional annuity payments are made after
    the death of the Annuitant. No minimum number of payments is guaranteed. 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.

                                      50




..   Joint Life Annuity Option. Under the joint lives option, income is payable
    monthly, quarterly, semiannually, or annually, as you choose, during the
    joint lifetime of two Annuitants, ceasing with the last payment prior to
    the death of the second to die of the two Annuitants. 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 death of the second to die of the two Annuitants.
    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. Should the two Annuitants die before the end of the
    period certain, the remaining period certain payments are paid to any
    surviving Owner, or if there is no surviving Owner, the named Beneficiary,
    or to your estate if no Beneficiary is named, until the end of the period
    certain.

 We reserve the right to cease offering any of these Other Annuity Options. If
 we do so, we will amend this prospectus to reflect the change. We reserve the
 right to make available other annuity or settlement options.

                                      51




                                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. We reserve the right to cease
 offering any of these optional living benefits. 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.





                                                           
 We currently offer the following "living benefits":           The following "living benefits" are available only for
    Highest Daily Lifetime Income 2.0                          Annuities issued with an application signed prior to
    Highest Daily Lifetime Income 2.0 with Lifetime Income     January 24, 2011, subject to availability which may vary
       Accelerator                                             by firm:
    Spousal Highest Daily Lifetime Income 2.0                     Highest Daily Guaranteed Return Option II
    Highest Daily Lifetime Income 2.0                                (HD GRO II)
       With Highest Daily Death Benefit                           Guaranteed Return Option Plus II (GRO PLUS II)
    Spousal Highest Daily Lifetime Income 2.0 with
       Highest Daily Death Benefit




 We previously offered the following optional living benefits during the
 periods indicated.




                                                       
 Offered from January 24, 2011 to August 20, 2012:         Offered from March 15, 2010 to January 23, 2011:
    Highest Daily Lifetime Income                             Highest Daily Lifetime 6 Plus Income
    Highest Daily Lifetime Income with Lifetime Income        Highest Daily Lifetime 6 Plus Income with Lifetime
       Accelerator                                               Income Accelerator
    Spousal Highest Daily Lifetime Income                     Spousal Highest Daily Lifetime 6 Plus Income




 Please see Appendix D for information pertaining to the Highest Daily Lifetime
 Income suite of benefits, and Appendix C for information pertaining to the
 Highest Daily Lifetime 6 Plus suite of benefits.

 Each living benefit requires your participation in a predetermined
 mathematical formula that may transfer your account value between the
 Sub-accounts you have chosen from among those we permit with the benefit
 (i.e., the "permitted Sub-accounts") and certain bond portfolio Sub-accounts
 of AST. Highest Daily Lifetime Income 2.0, Highest Daily Lifetime Income 2.0
 with LIA, Spousal Highest Daily Lifetime Income 2.0, Highest Daily Lifetime
 Income 2.0 with Highest Daily Death Benefit, Spousal Highest Daily Lifetime
 Income 2.0 with Highest Daily Death Benefit, 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 predetermined mathematical
 formula. GRO Plus II and HD GRO II each uses a separate and different
 predetermined mathematical formula. Under the predetermined mathematical
 formula used with the Highest Daily Lifetime Income 2.0, Highest Daily
 Lifetime Income and Highest Daily Lifetime 6 Plus Income benefits, your
 Account Value may be transferred between certain "permitted Sub-accounts" and
 the AST Investment Grade Bond Sub-account. Under each predetermined
 mathematical formula used with GRO Plus II and HD GRO II, your Account Value
 may be transferred between certain "permitted Sub-accounts" and a Sub-account
 within a group of bond portfolio Sub-accounts differing with respect to their
 target maturity date. The formulas differ because of the nature of the
 underlying guarantees, and thus could result in different transfers of account
 value over time. Although not guaranteed, the optional living benefit
 investment requirements and the applicable formula are designed to reduce the
 difference between your Account Value and our liability under the benefit.
 Minimizing such difference generally benefits us by decreasing the risk that
 we will use our own assets to make benefit payments to you. Though the
 investment requirements and formulas are designed to reduce risk, they do not
 guarantee any appreciation of your Account Value. In fact, they could mean
 that you miss appreciation opportunities in other investment options. We are
 not providing you with investment advice through the use of any of the
 formulas. In addition, the formulas do not constitute an investment strategy
 that we are recommending to you.


 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. Highest Daily Lifetime Income 2.0 is
 one example of this type of benefit. Please note that there is a Latest
 Annuity Date under your Annuity, by which date annuity payments must commence.


                                      52






 Under any of the Guaranteed Lifetime Withdrawal Benefits (e.g., Highest Daily
 Lifetime Income 2.0, Highest Daily Lifetime Income 2.0 with Lifetime Income
 Accelerator, Spousal Highest Daily Lifetime Income 2.0, Highest Daily Lifetime
 Income 2.0, Highest Daily Death Benefit, and Spousal Highest Daily Lifetime
 Income 2.0 with Highest Daily Death Benefit, WITHDRAWALS IN EXCESS OF THE
 ANNUAL INCOME AMOUNT, CALLED "EXCESS INCOME," WILL RESULT IN A PERMANENT
 REDUCTION IN FUTURE GUARANTEED AMOUNTS.


 GUARANTEED MINIMUM ACCUMULATION BENEFITS. The common characteristic of these
 benefits is that your Account Value is guaranteed to be at least a specified
 amount at some point in the future. Thus, these benefits may be appropriate
 for an annuity Owner who wants a guaranteed minimum Account Value after a
 specified number of years. Because the guarantee inherent in the benefit does
 not take effect until a specified number of years into the future, you should
 elect such a benefit only if your investment time horizon is of at least that
 duration. HD GRO II is one example of this type of benefit.


 PLEASE REFER TO THE BENEFIT DESCRIPTION THAT FOLLOWS FOR A COMPLETE
 DESCRIPTION OF THE TERMS, CONDITIONS AND LIMITATIONS OF EACH OPTIONAL BENEFIT.
 SEE THE CHART IN THE "INVESTMENT OPTIONS" SECTION OF THE PROSPECTUS FOR A LIST
 OF INVESTMENT OPTIONS AVAILABLE AND PERMITTED WITH EACH BENEFIT. WE RESERVE
 THE RIGHT TO TERMINATE A BENEFIT IF YOU ALLOCATE FUNDS INTO NON-PERMITTED
 INVESTMENT OPTIONS. 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 permitted 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 Long-Term MVA Option is permitted if you elect any Optional Living Benefit.
 The DCA MVA Options are not available with GRO Plus II and HD GRO II.

 Certain spousal rights under the contract, and our administration of such
 spousal rights and related tax reporting comport 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, domestic partners or same-sex marriages. You
 should be aware, however, that federal tax law does not recognize civil union
 couples, domestic partners or marriage spouses of the same sex. Therefore, we
 cannot permit a same-sex civil union partner, domestic partner or 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. Please note
 there may be federal tax consequences at the death of the first same-sex civil
 union partner, domestic partner or spouse. Civil union couples, domestic
 partners and spouses of the same sex should consider that limitation before
 selecting a spousal benefit under the annuity.


 HIGHEST DAILY LIFETIME INCOME BENEFIT 2.0
 Highest Daily Lifetime Income 2.0 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 for new
 elections, 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 result 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 partial withdrawals from
 your Annuity are considered a "Lifetime Withdrawal" under the benefit.
 Withdrawals are taken first from your own Account Value. We are only required
 to begin making lifetime income payments to you under our guarantee when and
 if your Unadjusted Account Value is reduced to zero (for any reason other than
 due to partial withdrawals of Excess Income). Highest Daily Lifetime Income
 2.0 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


                                      53





 benefit. An integral component of Highest Daily Lifetime Income 2.0 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
 2.0 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 2.0 currently is based
 on a single "designated life" who is at least 50 years old on the date that
 the benefit is acquired. Highest Daily Lifetime Income 2.0 is not available if
 you elect any other optional living benefit. As long as your Highest Daily
 Lifetime Income 2.0 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 THAT
 WITHDRAWAL OF EXCESS INCOME (DESCRIBED BELOW) 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 2.0. 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 Income 2.0, 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 only used to calculate the initial Annual
 Income Amount and the benefit fee. 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.


 Upon locking in the double (200%), your Protected Withdrawal Value will
 continue to lock in your Annuity's highest daily value and immediately
 compound it at 5% annually until your first Lifetime Withdrawal. This means
 that your Protected Withdrawal Value will be at least double (200%) your
 cumulative Purchase Payments made within the first benefit year if you have
 owned the benefit at least 12 years, assuming you have not taken any
 withdrawals. This is a minimum guarantee. If, due to positive Account Value
 performance, your Protected Withdrawal Value is greater than the double
 (200%), your Protected Withdrawal Value will continue to lock in your highest
 daily value and immediately increase it at 5% compounded growth until your
 first Lifetime Withdrawal.


 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

                                      54




 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").


 PLEASE NOTE THAT IF YOU ELECT HIGHEST DAILY LIFETIME INCOME 2.0, YOUR ACCOUNT
 VALUE IS NOT GUARANTEED, CAN FLUCTUATE AND MAY LOSE VALUE.

 KEY FEATURE - ANNUAL INCOME AMOUNT UNDER HIGHEST DAILY LIFETIME INCOME 2.0.
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. The percentage initially depends
 on the age of the Annuitant on the date of the first Lifetime Withdrawal. The
 percentages are: 3% for ages 50-54; 4% for ages 55 to 64; 5% for ages 65 to
 84, and 6% for ages 85 or older. Under Highest Daily Lifetime Income 2.0, 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 PARTIAL 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 PARTIAL 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 Income 2.0 and subsequent to the first Lifetime Withdrawal will
 (i) immediately 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 50-54; 4% for ages 55 to
 64; 5% for ages 65 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). Subject to state law, 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 2.0. 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


                                      55





 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 50-54; 4% for ages 55 to 64; 5% for ages 65-84, 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 2.0
 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 2.0 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 2.0 does not affect your ability to take partial
 withdrawals under your Annuity, or limit your ability to take partial
 withdrawals that exceed the Annual Income Amount. Under Highest Daily Lifetime
 Income 2.0, 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. If your cumulative
 Lifetime Withdrawals in an Annuity Year exceed the Annual Income Amount, 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).


 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 2.0 or any other fees and charges under the Annuity. Assume the
 following for all three examples:
   .   The Issue Date is November 1, 2012
   .   Highest Daily Lifetime Income 2.0 is elected on August 1, 2013
   .   The Annuitant was 70 years old when he/she elected Highest Daily
       Lifetime Income 2.0

   .   The first withdrawal is a Lifetime Withdrawal

 EXAMPLE OF DOLLAR-FOR-DOLLAR REDUCTIONS

 On October 24, 2013, 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 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, 2013) 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, 2013 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
 Income to the Unadjusted Account Value immediately prior to the Excess Income.
 (Note that if there are other future withdrawals in that Annuity Year, each
 would result in another proportional reduction to the Annual Income Amount).


                                      56





 HERE IS THE CALCULATION:


                                                                  
Unadjusted Account Value before Lifetime withdrawal                  $118,000.00
Less amount of "non" Excess Income                                   $  3,500.00
Unadjusted Account Value immediately before Excess Income of $1,500  $114,500.00
Excess Income 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 greater than the Annual Income Amount,
 adjusted for Excess Income 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 Income 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 65 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 greater than $5,921.40. Here are the
 calculations for determining the daily values. Only the October 25 value is
 being adjusted for Excess Income as the October 30, October 31, and November 1
 Valuation Days occur after the Excess Income 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 25, 2013   $119,000.00        $119,000.00               $5,950.00
October 29, 2013   $113,000.00        $113,986.95               $5,699.35
October 30, 2013   $113,000.00        $113,986.95               $5,699.35
October 31, 2013   $119,000.00        $119,000.00               $5,950.00
November 1, 2013   $118,473.00        $119,000.00               $5,950.00



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

 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
    $5,950.00. This amount is adjusted on October 29 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Unadjusted Account Value of $119,000 on October 25 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in Unadjusted Account Value of
       $115,500 before the Excess Income.

   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted October 29 Highest Daily Value, $113,986.95, 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
       $113,986.95 is greater than the October 30 value, we will continue to
       carry $113,986.95 forward to the next 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 $113,986.95 carried forward.
   .   The October 31 adjusted Highest Daily Value of $119,000.00 is also
       greater than the November 1 value, so we will continue to carry
       $119,000.00 forward to the final Valuation Day of November 1.


 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 greater than the
 current year's Annual Income Amount of $5,921.40 (adjusted for Excess Income),
 the Annual Income Amount for the next Annuity Year, starting on November 1,
 2013 and continuing through October 31, 2014, 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 2.0. It is an optional feature of the
 benefit that you can only elect at the time of your first withdrawal. You
 cannot take a Non-Lifetime Withdrawal in an amount that would cause your
 Annuity's Account Value, after taking the withdrawal, to fall below the
 minimum Surrender Value (see "Surrenders - Surrender Value"). 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 2.0. 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 2.0. If you don't elect the Non-Lifetime Withdrawal, the
 first withdrawal you


                                      57





 make will be the first Lifetime Withdrawal that establishes your Annual Income
 Amount, which is based on your Protected Withdrawal Value. Once you elect to
 take the Non-Lifetime Withdrawal or Lifetime Withdrawals, no additional
 Non-Lifetime Withdrawals may be taken. If you do not take a Non-Lifetime
 Withdrawal before beginning Lifetime Withdrawals, you lose the ability to take
 it.


 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantee on the twelfth anniversary of the benefit effective date (see
 description in "Key Feature - Protected Withdrawal Value," above). It will
 reduce both 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. Thus, the first withdrawal will be a 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 3, 2012
   .   Highest Daily Lifetime Income 2.0 is elected on September 4, 2013

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

   .   The Annuitant was 70 years old when he/she elected Highest Daily
       Lifetime Income 2.0
   .   No previous withdrawals have been taken under Highest Daily Lifetime
       Income 2.0
   .   On October 3, 2013, 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, 2013 and is designated as a Non-Lifetime
       Withdrawal, all guarantees associated with Highest Daily Lifetime Income
       2.0 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
      12/th/ benefit year Minimum Periodic Value                 $183,750


 REQUIRED MINIMUM DISTRIBUTIONS
 Required Minimum Distributions ("RMD") for this Annuity must be taken by
 April 1st in the year following the date you turn age 70 1/2 and by
 December 31/st/ for subsequent calendar years. If the annual RMD amount is
 greater than the Annual Income Amount, a withdrawal of the RMD amount will not
 be treated as a withdrawal of Excess Income, as long as the RMD amount is
 calculated by us for this Annuity and administered under a program we support
 each calendar year. If you are not participating in an RMD withdrawal program
 each calendar year, you can alternatively satisfy the RMD amount without it
 being treated as a withdrawal of Excess Income as long as you abide by the
 following:

 The total amount within an Annuity Year that can be withdrawn is equal to:
 1. the Annual Income Amount remaining in the current Annuity Year, plus,
 2. The difference between:
    a. The RMD amount (assuming the RMD amount is greater than the Annual
       Income Amount) less any withdrawals already taken in the calendar year,
       less
    b. The Annual Income Amount.

 Please see hypothetical examples below for details.

 If you do not comply with the rules described above, any withdrawal that
 exceeds the Annual Income Amount will be treated as a withdrawal of Excess
 Income, which will reduce your Annual Income Amount in future Annuity Years.
 This may include situations where you comply with the rules outlined above and
 then decide to take additional withdrawals after satisfying your RMD
 requirement from the Annuity.

                                      58





 We will assume your first withdrawal under the benefit is a Lifetime
 Withdrawal unless you designated the withdrawal as a Non-Lifetime Withdrawal.

 Example

 The following example is purely hypothetical and intended to illustrate a
 scenario as described above. Note that withdrawals must comply with all IRS
 guidelines in order to satisfy the Required Minimum Distribution for the
 current calendar year.

 Assumptions:
 RMD Calendar Year

 01/01/2012 to 12/31/2012


 Annuity Year

 06/01/2011 to 05/31/2012


 Annual Income Amount and RMD Amount
 Annual Income Amount = $5,000

 Remaining Annual Income Amount as of 1/3/2012 = $3,000 (a $2,000 withdrawal
 was taken on 7/1/2011)
 RMD Amount for Calendar Year 2012 = $6,000

 The amount you may withdraw in the current Annuity Year (between 1/3/2012 and
 5/31/2012) without it being treated as Excess Income is $4,000. Here is the
 calculation: $3,000 + ($6,000 - $5,000) = $4,000.

 If the $4,000 withdrawal is taken in the current Annuity Year (prior to
 6/1/2012), the remaining Annual Income Amount will be zero and the remaining
 RMD amount of $2,000 may be taken in the subsequent Annuity Year beginning on
 6/1/2012 (when your Annual Income Amount is reset to $5,000).

 If you had chosen to not take any additional withdrawals until on or after
 6/1/2012, then you would be eligible to withdraw $6,000 without it being
 treated as a withdrawal of Excess Income.

 BENEFITS UNDER HIGHEST DAILY LIFETIME INCOME 2.0
..   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 2.0, 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 PARTIAL WITHDRAWALS IN THE ANNUITY YEAR THAT REDUCED YOUR
    UNADJUSTED ACCOUNT VALUE TO ZERO ARE MORE THAN THE ANNUAL INCOME AMOUNT,
    HIGHEST DAILY LIFETIME INCOME 2.0 TERMINATES, AND NO ADDITIONAL PAYMENTS
    ARE MADE. HOWEVER, IF A PARTIAL 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

                                      59




    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 2.0 are subject to all of
    the terms and conditions of the Annuity, including any applicable CDSC for
    the Non-Lifetime Withdrawal as well as partial 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 2.0 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.
..   Any Lifetime Withdrawal that you take that is not a withdrawal of Excess
    Income is not subject to a CDSC, even if the total amount of such
    withdrawals in any Annuity Year exceeds the maximum Free Withdrawal amount.
    Any Lifetime Withdrawal that is treated as Excess Income is subject to any
    applicable CDSC, if the withdrawal is greater than the Free Withdrawal
    amount.

..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 Permitted Sub-accounts, the DCA MVA Options, and
    the AST Investment Grade Bond Sub-account triggered by the predetermined
    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 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 begin until the close of business on the following
    Valuation Day.
..   Any Death Benefit will terminate if withdrawals taken under Highest Daily
    Lifetime Income 2.0 reduce your Unadjusted Account Value to zero (see
    "Death Benefits").
..   The current charge for Highest Daily Lifetime Income 2.0 is 1.00% annually
    of the greater of the Unadjusted Account Value and Protected Withdrawal
    Value. The maximum charge for Highest Daily Lifetime Income 2.0 is 2.00%
    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, 0.25% 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. You will
    begin paying this charge as of the effective date of the benefit even if
    you do not begin taking withdrawals for many years, or ever. We will not
    refund the charges you have paid if you choose never to take any
    withdrawals and/or if you never receive any lifetime income payments.


                                      60






 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 2.0 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, partial 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 2.0, 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 50 years old. Any change of the Annuitant under the Annuity will result
 in cancellation of Highest Daily Lifetime Income 2.0. Similarly, any change of
 Owner will result in cancellation of Highest Daily Lifetime Income 2.0, 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 satisfies our ownership guidelines.

 Highest Daily Lifetime Income 2.0 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
 2.0 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 2.0, YOU LOSE THE GUARANTEES THAT YOU HAD
 ACCUMULATED UNDER YOUR EXISTING BENEFIT AND YOUR GUARANTEES UNDER HIGHEST
 DAILY LIFETIME INCOME 2.0 WILL BE BASED ON YOUR UNADJUSTED ACCOUNT VALUE ON
 THE EFFECTIVE DATE OF HIGHEST DAILY LIFETIME INCOME 2.0. You and your
 Financial Professional should carefully consider whether terminating your
 existing benefit and electing Highest Daily Lifetime Income 2.0 is appropriate
 for you. We reserve the right to waive, change and/or further limit the
 election frequency in the future for new elections of this benefit.

 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 2.0 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 2.0 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.


 "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
 (all representations may also include trust or estate paperwork (if needed) in
 addition to consent forms (if applicable), requirements other than the death
 certificate and claim forms from at least one beneficiary); 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.

 Upon termination of Highest Daily Lifetime Income 2.0, 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),


                                      61




 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 2.0 terminates upon Due Proof of Death. The spouse may newly elect the
 benefit subject to the restrictions discussed above.

 HOW HIGHEST DAILY LIFETIME INCOME 2.0 TRANSFERS UNADJUSTED ACCOUNT VALUE
 BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST INVESTMENT GRADE BOND
 SUB-ACCOUNT

 OVERVIEW OF THE PREDETERMINED MATHEMATICAL FORMULA
 Our goal is to seek a careful balance between providing value-added products,
 such as the Highest Daily Lifetime Income 2.0 suite of benefits, while
 managing the risk associated with offering these products. One of the key
 features that helps us accomplish that balance and an integral part of the
 Highest Daily Lifetime Income 2.0 suite is the predetermined mathematical
 formula used to transfer Unadjusted Account Value between the Permitted
 Subaccounts and the AST Investment Grade Bond Sub-account, referred to in this
 section as the "Bond Sub-account". The formula is designed primarily to
 mitigate some of the financial risks that we incur in providing the guarantee
 under the Highest Daily Lifetime Income 2.0 suite of benefits.

 The formula is set forth in Appendix I (and is described below).

 The predetermined mathematical formula ("formula") monitors each individual
 contract each Valuation Day that the benefit is in effect on your Annuity, in
 order to help us manage guarantees through all market cycles. It helps manage
 the risk associated with these benefits, which is generally represented by the
 gap between your Unadjusted Account Value and the Protected Withdrawal Value.
 As the gap between these two values increases, the formula will determine if
 and how much money should be transferred into the Bond Sub-account. This
 movement is intended to reduce the equity risk we will bear in funding our
 obligation associated with these benefits. As the gap decreases (due to
 favorable performance of the Unadjusted Account Value), the formula then
 determines if and how much money should transfer back into the Permitted
 Sub-accounts. The use of the formula, combined with restrictions on the
 Sub-accounts you are allowed to invest in, lessens the risk that your
 Unadjusted Account Value will be reduced to zero while you are still alive,
 thus reducing the likelihood that we will make any lifetime income payments
 under this benefit. It may also limit the potential for your Account Value to
 grow.

 The formula is not forward looking and contains no predictive or projective
 component with respect to the markets, the Unadjusted Account Value or the
 Protected Withdrawal Value. We are not providing you with investment advice
 through the use of the formula nor does the formula constitute an investment
 strategy that we are recommending to you.

 In addition to providing lifetime income when your Account Value is reduced to
 zero, Highest Daily Lifetime Income 2.0 can potentially dampen the impact of
 volatility on your Account Value during extreme market downturns by
 transferring assets from your chosen investments into a Bond-Subaccount as
 described above. This occurs pursuant to the predetermined mathematical
 formula, which can limit the possibility or reduce the amount of a significant
 loss of Account Value, and potentially provide a higher income stream in
 retirement.

 TRANSFER ACTIVITY UNDER THE FORMULA
 Prior to the first Lifetime Withdrawal, the primary driver of transfers to the
 Bond Sub-account is the difference between your Unadjusted Account Value and
 your Protected Withdrawal Value. If none of your Unadjusted Account Value is
 allocated to the Bond Sub-account, then over time the formula permits an
 increasing difference between the Unadjusted Account Value and the Protected
 Withdrawal Value before a transfer to the Bond Sub-account occurs. Therefore,
 over time, assuming none of the Unadjusted Account Value is allocated to the
 Bond Sub-account, the formula will allow for a greater decrease in the
 Unadjusted Account Value before a transfer to the Bond Sub-account is made.

 It is important to understand that transfers within your Annuity are specific
 to the performance of your chosen investment options, the performance of the
 Bond Sub-account while money is invested in it, as well as how long the
 benefit has been owned. For example, two contracts purchased on the same day,
 but invested differently, will likely have different results, as would two
 contracts purchased on different days with the same investment options.

 Each market cycle is unique, therefore the performance of your Sub-accounts,
 and its impact on your Unadjusted Account Value, will differ from market cycle
 to market cycle, therefore producing different transfer activity under the
 formula. The amount and timing of transfers to and from the Bond Sub-account
 depend on various factors unique to your Annuity and are not necessarily
 directly correlated with the securities markets, bond markets, interest rates
 or any other market or index. Some of the factors that determine the amount
 and timing of transfers (as applicable to your Annuity), include:
..   The difference between your Unadjusted Account Value and your Protected
    Withdrawal Value;
..   The amount of time the benefit has been in effect on your Annuity;


                                      62





..   The amount allocated to and the performance of the Permitted Sub-accounts
    and the Bond Sub-account;
..   Any additional Purchase Payments you make to your Annuity (while the
    benefit is in effect); and
..   Any withdrawals you take from your Annuity (while the benefit is in effect).

 Under 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 Bond Sub-account.

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

 The amount allocated to the Bond Sub-account and the amount allocated to the
 Permitted Sub-accounts each is a variable in the formula. Therefore, the
 investment performance of each affects whether a transfer occurs for your
 Annuity. As the amounts allocated to either the Bond Sub-account or the
 Permitted Sub-accounts increase, the performance of those sub-accounts will
 have a greater impact on your Unadjusted Account Value and hence a greater
 impact on if (and how much of) your Unadjusted Account Value is transferred to
 or from the Bond Sub-account. It is possible that if a significant portion of
 your Unadjusted Account Value is allocated to the Bond Sub-account and that
 Sub-account has positive performance, the formula might transfer a portion of
 your Unadjusted Account Value to the Permitted Sub-accounts, even if the
 performance of your Permitted Sub-accounts is negative. Conversely, if a
 significant portion of your Unadjusted Account Value is allocated to the Bond
 Sub-account and that Sub-account has negative performance, the formula may
 transfer additional amounts from your Permitted Sub-accounts to the Bond
 Sub-account even if the performance of your Permitted Sub-accounts is positive.

 HOW THE FORMULA OPERATES
 Generally, the formula, which is applied each Valuation Day, takes four steps
 in determining any applicable transfers within your Annuity.
 (1)First, the formula starts by identifying the value of future income
    payments we expect to pay. We refer to that value as the "Target Value" or
    "L".
 (2)Second, we subtract any amounts invested in the Bond Sub-account ("B") from
    the Target Value and divide that number by the amount invested in the
    Permitted Sub-Accounts ("V"). We refer to this resulting value as the
    "Target Ratio" or "R".
 (3)Third, we compare the Target Ratio to designated thresholds and other rules
    described in greater detail below to determine if a transfer needs to occur.
 (4)If a transfer needs to occur, we use another calculation to determine the
    amount of the transfer.

 The Formula is:



                                 
                              R    =    L - B/ V




 More specifically, the formula operates as follows:
 (1)We calculate the Target Value (L) by multiplying the income basis for that
    day by 5% and by the applicable Annuity Factor found in Appendix I. If you
    have already made a Lifetime Withdrawal, 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
    withdrawals of Excess Income.

    Example (assume the income basis is $200,000, and the contract is 11 1/2
    months old, resulting in an annuity factor of 14.95)




                             
           Target Value (L)    =    $200,000 x 5% x 14.95 = $149,500




 (2)Next, to calculate the Target Ratio (R), the Target Value is reduced by any
    amount held within the Bond Sub-account (B) on that day. The remaining
    amount is divided by the amount held within the Permitted Sub-accounts (V).

    Example (assume the amount in the Bond Sub-account is zero, and the amount
    held within the Permitted Sub-accounts is $179,500)




                             
           Target Ratio (R)    =    ($149,500 - 0)/$179,500 = 83.3%




 (3)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 the
    third Valuation Day, make a transfer from your Permitted Sub-accounts to
    the Bond Sub-account (subject to the 90% cap discussed below). If, however,
    on any Valuation Day, the Target Ratio is above 84.5%, the formula will
    make a transfer from the Permitted Sub-accounts to the Bond Sub-account
    (subject to the 90% cap). Once a transfer is made, the Target Ratio must
    again be greater than 83% but less than or equal to 84.5% for three
    consecutive Valuation Days before a subsequent transfer to the Bond
    Sub-account will occur. If the Target Ratio falls below 78% on any
    Valuation Day, then a transfer from the Bond Sub-account to the Permitted
    Sub-accounts (excluding the DCA MVA Options) will occur.


                                      63






    Example: Assuming the Target Ratio is above 83% for a 3/rd/ consecutive
    Valuation Day, but less than or equal to 84.5% for three consecutive
    Valuation Days, a transfer into the Bond Portfolio occurred.

 (4)In deciding how much to transfer, we perform a calculation that essentially
    seeks to reallocate amounts held in the Permitted Sub-accounts and the Bond
    Sub-account so that the Target Ratio meets a target, which currently is
    equal to 80% (subject to the 90% Cap discussion below). The further the
    Target Ratio is from 80% when a transfer is occurring under the formula,
    the greater the transfer amount will be.

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

 MONTHLY TRANSFERS
 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 Bond Sub-account, the formula will perform an
 additional calculation to determine whether or not a transfer will be made
 from the 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 this 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 Bond
    Sub-account, or
 b) An amount equal to 5% of your total Unadjusted Account Value.

 OTHER IMPORTANT INFORMATION
..   The Bond sub-account is not a Permitted Sub-account. As such, only the
    formula can transfer Unadjusted Account Value to or from the Bond
    Sub-account. You may not allocate Purchase Payments or transfer any of your
    Unadjusted Account Value to or from the Bond Sub-account.
..   While you are not notified before a transfer occurs to or from the Bond
    Sub-account, you will receive a confirmation statement indicating the
    transfer of a portion of your Unadjusted Account Value either to or from
    the Bond Sub-account. Your confirmation statements will be detailed to
    include the effective date of the transfer, the dollar amount of the
    transfer and the Permitted Sub-accounts the funds are being transferred
    to/from. 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 Bond
       Sub-account; or
   .   If a portion of your Unadjusted Account Value was previously allocated
       to the 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 Bond Sub-account.
..   If you make additional Purchase Payments to your Annuity, they will be
    allocated to the Permitted Sub-accounts and will be subject to the formula.
   .   Additional Purchase Payments to your Annuity do not increase "B" within
       the formula, and may result in an additional Account Value being
       transferred to the Permitted Sub-accounts, or a transfer to the Bond
       Sub-account due to the change in the ratio.
   .   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 Bond Sub-account at least until there is first
       a transfer out of the 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 Bond Sub-account, and the formula will
       still not transfer any of your Unadjusted Account Value to the Bond
       Sub-account (at least until there is first a transfer out of the Bond
       Sub-account).


                                      64





..   If you are participating in Highest Daily Lifetime Income 2.0 and you are
    also participating in the 6 or 12 Month DCA Program, the following rules
    apply:
   .   DCA MVA Options are considered "Permitted Sub-accounts" for purpose of
       the Target Ratio calculation ("L") described above.
   .   The formula may transfer amounts out of the DCA MVA Options to the Bond
       Sub-account if the amount allocated to the other Permitted Sub-accounts
       is insufficient to cover the amount of the transfer.
   .   The transfer formula will not allocate amounts to the DCA MVA Options
       when there is a transfer out of the Bond Sub-account . Such transfers
       will be allocated pro-rata to the variable Sub-accounts, excluding the
       Bond Sub-account.
   .   A Market Value Adjustment is not assessed when amounts are transferred
       out of the DCA MVA Options under the transfer formula.


 ADDITIONAL TAX CONSIDERATIONS
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the Required Minimum Distribution
 rules under the Code provide that you begin receiving periodic amounts
 beginning after age 70 1/2. For a Tax Sheltered Annuity or a 401(a) plan for
 which the participant is not a greater than five (5) percent Owner of the
 employer, this required beginning date can generally be deferred to
 retirement, if later. Roth IRAs are not subject to these rules during the
 Owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 Annuity Year that Required Minimum Distributions due from your Annuity are
 greater than such amounts, as discussed above. In addition, the amount and
 duration of payments under the annuity payment provision may be adjusted so
 that the payments do not trigger any penalty or excise taxes due to tax
 considerations such as Required Minimum Distribution rules 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 2.0 or Spousal
 Highest Daily Lifetime Income 2.0 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 INCOME 2.0 BENEFIT WITH LIFETIME INCOME ACCELERATOR
 We offer another version of Highest Daily Lifetime Income 2.0 that we call
 Highest Daily Lifetime Income 2.0 with Lifetime Income Accelerator. Highest
 Daily Lifetime Income 2.0 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 2.0 with or without also electing
 LIA, however you may not elect LIA without Highest Daily Lifetime Income 2.0
 and you must elect the LIA benefit at the time you elect Highest Daily
 Lifetime Income 2.0. If you elect Highest Daily Lifetime Income 2.0 without
 LIA and would like to add the feature later, you must first terminate Highest
 Daily Lifetime Income 2.0 and elect Highest Daily Lifetime Income 2.0 with LIA
 (subject to availability and benefit re-election provisions). Please note that
 if you terminate Highest Daily Lifetime Income 2.0 and elect Highest Daily
 Lifetime Income 2.0 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 2.0 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 2.0 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 2.0 with LIA currently is based on
 a single "designated life" who is between the ages of 50 and 75 on the date
 that the benefit is elected and received in Good Order. All terms and
 conditions of Highest Daily Lifetime Income 2.0 apply to this version of the
 benefit, except as described herein. As is the case with Highest Daily
 Lifetime Income 2.0, Highest Daily Lifetime Income 2.0 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 2.0 above for a
 description of the predetermined mathematical formula.

 Highest Daily Lifetime Income 2.0 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.

                                      65






 If you elect Highest Daily Lifetime Income 2.0 with LIA, the current charge is
 1.50% 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, 0.375% 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 2.0 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 laws of any
    United States jurisdiction providing medically necessary in-patient care
    which is prescribed by a licensed physician in writing and based on
    physical limitations which prohibit daily living in a non-institutional
    setting.
 (2)The designated life is unable to perform two or more basic abilities of
    caring for oneself or "activities of daily living." We define these basic
    abilities as:
    i. Eating: Feeding oneself by getting food into the body from a receptacle
       (such as a plate, cup or table) or by a feeding tube or intravenously.
    ii.Dressing: Putting on and taking off all items of clothing and any
       necessary braces, fasteners or artificial limbs.
   iii.Bathing: Washing oneself by sponge bath; or in either a tub or shower,
       including the task of getting into or out of the tub or shower.
    iv.Toileting: Getting to and from the toilet, getting on and off the
       toilet, and performing associated personal hygiene.
    v. Transferring: Moving into or out of a bed, chair or wheelchair.
    vi.Continence: Maintaining control of bowel or bladder function; or when
       unable to maintain control of bowel or bladder function, the ability to
       perform personal hygiene (including caring for catheter or colostomy
       bag).


 You must notify us in writing when the LIA conditions have been met. If, when
 we receive such notification, there are more than 120 days remaining until the
 end of the waiting period described above, you will not be eligible for the
 LIA Amount, and you will have to notify us again in writing in order to become
 eligible. If there are 120 days or less remaining until the end of the waiting
 period when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. The designated life must
 be available for any assessment or reassessment pursuant to our administrative
 process requirements. Please note that you must be available in the U.S. for
 the assessment. Once eligibility is determined, the LIA Amount is equal to
 double the Annual Income Amount as described above under Highest Daily
 Lifetime Income 2.0.


 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. However, if you were receiving income based on the LIA Amount and do
 not take action to change your withdrawal amount to your Annual Income Amount,
 any cumulative Lifetime Withdrawals in an Annuity Year that are in excess of
 the Annual Income Amount will impact your Annual Income Amount in subsequent
 years (except with regard to Required Minimum Distributions for this Annuity
 that comply with our rules). Please note that we will not change your current
 withdrawal amount

                                      66




 unless you instruct us to do so. If you wish to establish or make changes to
 your existing withdrawal program to ensure that you are not taking Excess
 Income, please contact our Annuity Service Office. 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 2.0 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 Income"), 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 Income. Excess
 Income 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 INCOME 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 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 LIA AMOUNT WILL BE TREATED AS EXCESS
 INCOME - 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 Excess Income 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 that we accept, the Annual Income Amount is increased by an amount
 obtained by applying the applicable percentage (3% for ages 50-54; 4% for ages
 55 to 64; 5% for ages 65-84; 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).

                                      67






 If the Annuity permits additional Purchase Payments, we will monitor
 additional Purchase Payments and may limit or refuse all or any portion of 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 and timing of additional Purchase Payment(s). Currently, our
 administrative practice is to monitor each contract and, beginning in the
 second benefit year, cumulative additional Purchase Payments within any
 benefit year will be limited to the Account Value at benefit election plus any
 additional Purchase Payments made within that first benefit year. Subject to
 state law, we also 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 2.0 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 2.0 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 2.0 with LIA, and never meet the
 eligibility requirements, you will not receive any additional payments based
 on the LIA Amount.

 PLEASE NOTE THAT IF YOU ELECT HIGHEST DAILY LIFETIME INCOME 2.0 WITH LIA, YOUR
 ACCOUNT VALUE IS NOT GUARANTEED, CAN FLUCTUATE AND MAY LOSE VALUE.

 TERMINATION OF HIGHEST DAILY LIFETIME INCOME 2.0 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; OR

..   IF YOU CEASE TO MEET OUR REQUIREMENTS FOR ELECTIONS OF THIS BENEFIT.


 Highest Daily Lifetime Income 2.0 with LIA uses the same predetermined
 mathematical formula used with Highest Daily Lifetime Income 2.0 and Spousal
 Highest Daily Lifetime Income 2.0. See the pertinent discussion in Highest
 Daily Lifetime Income 2.0 above.

 SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 BENEFIT
 Spousal Highest Daily Lifetime Income 2.0 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 individuals who are spouses. We reserve the right, in our sole
 discretion, to cease offering this benefit for new elections at any time.


                                      68






 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 result 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. Withdrawals are taken first from your
 own Account Value. We are only required to begin making lifetime income
 payments to you under our guarantee when and if your Unadjusted Account Value
 is reduced to zero (for any reason other than due to partial withdrawals of
 Excess Income). 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 2.0 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 2.0 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 above entitled "How Highest Daily Lifetime Income
 2.0 Transfers Unadjusted Account Value Between Your Permitted Sub-accounts and
 the AST Investment Grade Bond Sub-account."

 Spousal Highest Daily Lifetime Income 2.0 is the spousal version of Highest
 Daily Lifetime Income 2.0. 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 2.0 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 2.0 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 2.0 must be elected based on two
 designated lives, as described below. Each designated life must be at least 50
 years old when the benefit is elected. Spousal Highest Daily Lifetime Income
 2.0 is not available if you elect any other optional living benefit. As long
 as your Spousal Highest Daily Lifetime Income 2.0 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 THAT
 WITHDRAWAL OF EXCESS INCOME (DESCRIBED BELOW) 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 2.0. 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 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 only used to calculate the initial Annual
 Income Amount and the benefit fee. 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 paragraph.


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

 (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.

                                      69





 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) 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.


 Upon locking in the double (200%), your Protected Withdrawal Value will
 continue to lock in your Annuity's highest daily value and immediately
 compound it at 5% annually until your first Lifetime Withdrawal. This means
 that your Protected Withdrawal Value will be at least double (200%) your
 cumulative Purchase Payments made within the first benefit year if you have
 owned the benefit at least 12 years, assuming you have not taken any
 withdrawals. This is a minimum guarantee. If, due to positive Account Value
 performance, your Protected Withdrawal Value is greater than the double
 (200%), your Protected Withdrawal Value will continue to lock in your highest
 daily value and immediately increase it at 5% compounded growth until your
 first Lifetime Withdrawal.


 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").


 PLEASE NOTE THAT IF YOU ELECT SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0, YOUR
 ACCOUNT VALUE IS NOT GUARANTEED, CAN FLUCTUATE AND MAY LOSE VALUE.

 KEY FEATURE - ANNUAL INCOME AMOUNT UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME
 2.0
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. 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
 50-54, 3.5% for ages 55 to 64; 4.5% for ages 65 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 2.0, 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 Unadjusted 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 PARTIAL 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 PARTIAL 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.

                                      70






 Any Purchase Payment that you make subsequent to the election of Spousal
 Highest Daily Lifetime Income 2.0 and subsequent to the first Lifetime
 Withdrawal will (i) immediately 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 50-54, 3.5% for ages 55 to 64, 4.5% for ages 65 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).


 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). Subject to state law, we reserve the
 right to not accept additional Purchase Payments if we are not then offering
 this benefit for new elections. We will exercise such reservation of right for
 all annuity purchasers in the same class in a nondiscriminatory manner.

 HIGHEST DAILY AUTO STEP-UP

 An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
 benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
 can result in a larger Annual Income Amount subsequent to your first Lifetime
 Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
 Date of the Annuity (the "Annuity Anniversary") immediately after your first
 Lifetime Withdrawal under the benefit. Specifically, upon the first such
 Annuity Anniversary, we identify the Unadjusted Account Value on each
 Valuation Day within the immediately preceding Annuity Year after your first
 Lifetime Withdrawal. Having identified the highest daily value (after all
 daily values have been adjusted for subsequent Purchase Payments and
 withdrawals), we then multiply that value by a percentage that varies based on
 the age of the younger designated life on the Annuity Anniversary as of which
 the step-up would occur. The percentages are 2.5% for ages 50-54, 3.5% for
 ages 55 to 64, 4.5% for ages 65 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 2.0 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 2.0 upon a step-up, we would notify you, and give you the
 opportunity to cancel the automatic step-up feature. If you receive notice of
 a proposed step-up and accompanying fee increase, you should carefully
 evaluate whether the amount of the step-up justifies the increased fee to
 which you will be subject. Any such increased charge will not be greater than
 the maximum charge set forth in the table entitled "Your Optional Benefit Fees
 and Charges".


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


 Spousal Highest Daily Lifetime Income 2.0 does not affect your ability to take
 withdrawals under your Annuity, or limit your ability to take partial
 withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
 Lifetime Income 2.0, 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. If your
 cumulative Lifetime Withdrawals in an Annuity Year exceed the Annual Income
 Amount, 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).


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


 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Spousal Highest Daily
 Lifetime Income 2.0 or any other fees and charges under the Annuity. Assume
 the following for all three examples:
   .   The Issue Date is November 1, 2012


                                      71





   .   Spousal Highest Daily Lifetime Income 2.0 is elected on August 1, 2013
   .   Both designated lives were 70 years old when they elected Spousal
       Highest Daily Lifetime Income 2.0

   .   The first withdrawal is a Lifetime Withdrawal

 EXAMPLE OF DOLLAR-FOR-DOLLAR REDUCTIONS

 On October 24, 2013, 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 65 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, 2013) 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, 2013 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 Income to the
 Unadjusted Account Value immediately prior to the Excess Income. (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 Income                                   $  2,900.00
Unadjusted Account Value immediately before Excess Income of $2,100  $115,100.00
Excess Income 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 greater than the
 Annual Income Amount, adjusted for Excess Income and additional Purchase
 Payments (including any associated Purchase Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $5,400. However, the Excess Income 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 greater than
 $5,301.72. Here are the calculations for determining the daily values. Only
 the October 26 value is being adjusted for Excess Income as the October 30,
 October 31 and November 1 Valuation Days occur after the Excess Income on
 October 29.




                                  HIGHEST DAILY VALUE
                                     (ADJUSTED FOR           ADJUSTED ANNUAL
                                WITHDRAWAL AND PURCHASE INCOME AMOUNT (4.5% OF THE
DATE*             ACCOUNT VALUE       PAYMENTS)**          HIGHEST DAILY VALUE)
-----             ------------- ----------------------- --------------------------
                                               
October 25, 2013   $119,000.00        $119,000.00               $5,355.00
October 29, 2013   $113,000.00        $113,986.98               $5,129.41
October 30, 2013   $113,000.00        $113,986.98               $5,129.41
October 31, 2013   $119,000.00        $119,000.00               $5,355.00
November 1, 2013   $118,473.00        $119,000.00               $5,355.00



 *  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 every day following the Annuity
    Anniversary. The Annuity Anniversary Date of November 1 is considered the
    final Valuation Date for the Annuity Year.

 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
    $5,355.00. 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 25 is first reduced
       dollar-for-dollar by $2,900 ($2,900 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an Unadjusted Account Value
       of $116,100 before the Excess Income.


                                      72




   .   This amount ($116,100) is further reduced by 1.82% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) 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 greater than the October 30 value, we will continue to
       carry $113,986.98 forward to the next 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.
   .   The October 31 adjusted Highest Daily Value of $119,000.00 is also
       greater than the November 1 value, so we will continue to carry
       $119,000.00 forward to the final Valuation Day of November 1.


 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 greater than the
 current year's Annual Income Amount of $5,301.72 (adjusted for Excess Income),
 the Annual Income Amount for the next Annuity Year, starting on November 1,
 2013 and continuing through October 31, 2014, 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 2.0. It is an optional feature of
 the benefit that you can only elect at the time of your first withdrawal. You
 cannot take a Non-Lifetime Withdrawal in an amount that would cause your
 Annuity's Account Value, after taking the withdrawal, to fall below the
 minimum Surrender Value (see "Surrenders - Surrender Value"). This
 Non-Lifetime Withdrawal will not establish your 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 2.0. You must tell us at
 the time you take the partial withdrawal if your withdrawal is intended to be
 the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal under
 Spousal Highest Daily Lifetime Income 2.0. If you don't elect the Non-Lifetime
 Withdrawal, the first withdrawal you make will be the first Lifetime
 Withdrawal that establishes your Annual Income Amount, which is based on your
 Protected Withdrawal Value. Once you elect the Non-Lifetime Withdrawal or
 Lifetime Withdrawals, no additional Non-Lifetime Withdrawals may be taken. If
 you do not take a Non-Lifetime Withdrawal before beginning Lifetime
 Withdrawals, you lose the ability to take it.


 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantee on the twelfth anniversary of the benefit effective date (see
 description in "Key Feature - Protected Withdrawal Value," above). It will
 reduce both 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. Thus, the first withdrawal will be a 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 3, 2012
..   Spousal Highest Daily Lifetime Income 2.0 is elected on September 4, 2013

..   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 2.0
..   No previous withdrawals have been taken under Spousal Highest Daily
    Lifetime Income 2.0

 On October 3, 2013, 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, 2013 and is designated as a Non-Lifetime Withdrawal, all guarantees
 associated with Spousal Highest Daily Lifetime Income 2.0 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


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 REQUIRED MINIMUM DISTRIBUTIONS
 See the sub-section entitled "Required Minimum Distributions" in the
 prospectus section above concerning Highest Daily Lifetime Income for a
 discussion of the relationship between the RMD amount and the Annual Income
 Amount.


 BENEFITS UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0
..   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 2.0, 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 2.0 TERMINATES, AND NO ADDITIONAL
    PAYMENTS WILL BE MADE. HOWEVER, IF A PARTIAL 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 2.0 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 partial
    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 2.0 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.
..   Any Lifetime Withdrawal that you take that is not a withdrawal of Excess
    Income is not subject to a CDSC, even if the total amount of such
    withdrawals in any Annuity Year exceeds the maximum Free Withdrawal amount.
    Any Lifetime Withdrawal


                                      74





    that is treated as Excess Income is subject to any applicable CDSC, if the
    withdrawal is greater than the Free Withdrawal amount.

..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.

..   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 predetermined
    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 Unadjusted 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 Unadjusted Account Value, or upon addition of additional
    Purchase Payments. That is, we will not require such current participants
    to re-allocate Unadjusted 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 begin until the close of business on the following
    Valuation Day.
..   Any Death Benefit will terminate if withdrawals taken under Spousal Highest
    Daily Lifetime Income 2.0 reduce your Unadjusted Account Value to zero (see
    "Death Benefits").
..   The current charge for Spousal Highest Daily Lifetime Income 2.0 is 1.10%
    annually of the greater of Unadjusted Account Value and Protected
    Withdrawal Value. The maximum charge for Spousal Highest Daily Lifetime
    Income 2.0 is 2.00% 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, 0.275% 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. You will begin paying this charge as of the effective date of
    the benefit even if you do not begin taking withdrawals for many years, or
    ever. We will not refund the charges you have paid if you choose never to
    take any withdrawals and/or if you never receive any lifetime income
    payments.

 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 Spousal Highest Daily Lifetime Income 2.0
 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 2.0 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 2.0 only may be elected if 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 50 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 50 years old at the time of election; or


                                      75





..   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 50 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 2.0 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 2.0 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 2.0 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 2.0, YOU LOSE THE
 GUARANTEES THAT YOU HAD ACCUMULATED UNDER YOUR EXISTING BENEFIT, AND YOUR
 GUARANTEES UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 WILL BE BASED ON
 YOUR UNADJUSTED ACCOUNT VALUE ON THE EFFECTIVE DATE OF SPOUSAL HIGHEST DAILY
 LIFETIME INCOME 2.0. You and your Financial Professional should carefully
 consider whether terminating your existing benefit and electing Spousal
 Highest Daily Lifetime Income 2.0 is appropriate for you. We reserve the right
 to waive, change and/or further limit the election frequency in the future for
 new elections of this benefit.

 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 2.0 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; OR
..   YOU CEASE TO MEET OUR REQUIREMENTS AS DESCRIBED IN "ELECTION OF AND
    DESIGNATIONS UNDER THE BENEFIT".


 "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
 (all representations may also include trust or estate paperwork (if needed) in
 addition to consent forms (if applicable), requirements other than the death
 certificate and claim forms from at least one beneficiary); 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.

 Upon termination of Spousal Highest Daily Lifetime Income 2.0 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.


                                      76






 HOW SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 TRANSFERS UNADJUSTED ACCOUNT
 VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST INVESTMENT GRADE BOND
 SUB-ACCOUNT. See "How Highest Daily Lifetime Income 2.0 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 2.0
 Benefit above for information regarding this component of the benefit.


 ADDITIONAL TAX CONSIDERATIONS

 Please see the Additional Tax Considerations section under Highest Daily
 Lifetime Income 2.0 above.

 HIGHEST DAILY LIFETIME INCOME 2.0 WITH HIGHEST DAILY DEATH BENEFIT
 Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit ("HD DB")
 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. This benefit also provides for a highest daily
 death benefit, subject to the terms of the benefit. 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 for new elections, 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 result 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 partial withdrawals from
 your Annuity are considered a "Lifetime Withdrawal" under the benefit.
 Withdrawals are taken first from your own Account Value. We are only required
 to begin making lifetime income payments to you under our guarantee when and
 if your Unadjusted Account Value is reduced to zero (for any reason other than
 due to partial withdrawals of Excess Income) ("Guarantee Payments"). Highest
 Daily Lifetime Income 2.0 with HD DB 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, and also
 wish to provide a death benefit to your beneficiaries. 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 2.0 with
 HD DB 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 above entitled "How Highest
 Daily Lifetime Income 2.0 Transfers Unadjusted Account Value Between Your
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account."

 You may choose Highest Daily Lifetime Income 2.0 with or without also electing
 HD DB, however you may not elect HD DB without Highest Daily Lifetime Income
 2.0 and you must elect the HD DB benefit at the time you elect Highest Daily
 Lifetime Income 2.0. If you elect Highest Daily Lifetime Income 2.0 without HD
 DB and would like to add the feature later, you must first terminate Highest
 Daily Lifetime Income 2.0 and elect Highest Daily Lifetime Income 2.0 with HD
 DB (subject to availability and benefit re-election provisions). Please note
 that if you terminate Highest Daily Lifetime Income 2.0 and elect Highest
 Daily Lifetime Income 2.0 with HD DB 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 2.0
 with HD DB 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 or death benefit.

 The income benefit under Highest Daily Lifetime Income 2.0 with HD DB
 currently is based on a single "designated life" who is between the ages of 50
 and 79 on the date that the benefit is elected and received in Good Order. As
 long as your Highest Daily Lifetime Income 2.0 with HD DB 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 THAT
 WITHDRAWAL OF EXCESS INCOME (DESCRIBED BELOW) 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 2.0 WITH HD DB
 (INCLUDING NO PAYMENT OF THE HIGHEST DAILY DEATH BENEFIT AMOUNT). You may also
 participate in the 6 or 12 Month DCA Program if you elect Highest Daily
 Lifetime Income 2.0 with HD DB, 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 only used to calculate the initial Annual
 Income Amount and the benefit fee. The Protected Withdrawal Value is separate
 from your Unadjusted Account Value and not available as cash or a lump sum
 withdrawal. On the


                                      77





 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.

 Upon locking in the double (200%), your Protected Withdrawal Value will
 continue to lock in your Annuity's highest daily value and immediately
 compound it at 5% annually until your first Lifetime Withdrawal. This means
 that your Protected Withdrawal Value will be at least double (200%) your
 cumulative Purchase Payments made within the first benefit year if you have
 owned the benefit at least 12 years, assuming you have not taken any
 withdrawals. This is a minimum guarantee. If, due to positive Account Value
 performance, your Protected Withdrawal Value is greater than the double
 (200%), your Protected Withdrawal Value will continue to lock in your highest
 daily value and immediately increase it at 5% compounded growth until your
 first Lifetime Withdrawal.

 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").

 PLEASE NOTE THAT IF YOU ELECT HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB,
 YOUR ACCOUNT VALUE IS NOT GUARANTEED, CAN FLUCTUATE AND MAY LOSE VALUE.

 KEY FEATURE - ANNUAL INCOME AMOUNT UNDER HIGHEST DAILY LIFETIME INCOME 2.0
 WITH HD DB.
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. The percentage initially depends
 on the age of the Annuitant on the date of the first Lifetime Withdrawal. The
 percentages are: 3% for ages 50-54; 4% for ages 55 to 64; 5% for ages 65 to
 84, and 6% for ages 85 or older. Under Highest Daily Lifetime Income 2.0 with
 HD DB, 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 PARTIAL 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 PARTIAL


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 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 Income 2.0 with HD DB and subsequent to the first Lifetime Withdrawal
 will (i) immediately 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 50-54 ; 4% for ages 55
 to 64; 5% for ages 65 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).

 After your first Lifetime Withdrawal and before your Unadjusted Account Value
 is reduced to zero, you may make additional Purchase Payments, subject to the
 limits in the next paragraph. We reserve the right not to accept additional
 Purchase Payments if the Unadjusted Account Value becomes zero.

 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). Subject to state law, 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 2.0 with HD DB. 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 50-54; 4% for ages 55 to 64; 5% for ages 65-84, 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 2.0
 with HD DB 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 2.0 with HD DB 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."


                                      79






 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 2.0 with HD DB does not affect your ability to
 take partial withdrawals under your Annuity, or limit your ability to take
 partial withdrawals that exceed the Annual Income Amount. Under Highest Daily
 Lifetime Income 2.0 with HD DB, 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. If your
 cumulative Lifetime Withdrawals in an Annuity Year exceed the Annual Income
 Amount, 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).

 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 2.0 with HD DB or any other fees and charges under the Annuity. Assume
 the following for all three examples:
..   The Issue Date is November 1, 2012
..   Highest Daily Lifetime Income 2.0 with HD DB is elected on August 1, 2013
..   The Annuitant was 70 years old when he/she elected Highest Daily Lifetime
    Income 2.0 with HD DB
..   The first withdrawal is a Lifetime Withdrawal

 EXAMPLE OF DOLLAR-FOR-DOLLAR REDUCTIONS
 On October 24, 2013, 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 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). The Highest Daily Death Benefit Amount is $115,420. 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, 2013) 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) and the Highest Daily Death Benefit Amount
 ($115,420 less $2,500 = $112,920).

 EXAMPLE OF PROPORTIONAL REDUCTIONS
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on October 29, 2013 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
 Income to the Unadjusted Account Value immediately prior to the Excess Income.
 (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 Income                                   $  3,500.00
Unadjusted Account Value immediately before Excess Income of $1,500  $114,500.00
Excess Income 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 greater than the Annual Income Amount,
 adjusted for Excess Income 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 Income on October 29 reduces the
 amount to $5,921.40 for future years (see above). For the next Annuity Year,
 the Annual Income


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 Amount will be stepped up if 5% (since the designated life is between 65 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 greater than $5,921.40. Here are the calculations for
 determining the daily values. Only the October 25 value is being adjusted for
 Excess Income as the October 30, October 31, and November 1 Valuation Days
 occur after the Excess Income 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 25, 2013   $119,000.00        $119,000.00               $5,950.00
October 29, 2013   $113,000.00        $113,986.95               $5,699.35
October 30, 2013   $113,000.00        $113,986.95               $5,699.35
October 31, 2013   $119,000.00        $119,000.00               $5,950.00
November 1, 2013   $118,473.00        $119,000.00               $5,950.00




 *  In this example, the Annuity Anniversary date is November 1. The Valuation
    Dates are every day following the first Lifetime Withdrawal. In subsequent
    Annuity Years Valuation Dates will be the Annuity Anniversary and every day
    following the Annuity Anniversary. The Annuity Anniversary Date of
    November 1 is considered the first Valuation Date in the Annuity Year.
 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
    $5,950.00. This amount is adjusted on October 29 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Unadjusted Account Value of $119,000 on October 25 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in Unadjusted Account Value of
       $115,500 before the Excess Income.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted October 29 Highest Daily Value, $113,986.95, 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
       $113,986.95 is greater than the October 30 value, we will continue to
       carry $113,986.95 forward to the next 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 $113,986.95 carried forward.
   .   The October 31 adjusted Highest Daily Value of $119,000.00 is also
       greater than the November 1 value, so we will continue to carry
       $119,000.00 forward to the final Valuation Day of November 1.

 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 greater than the
 current year's Annual Income Amount of $5,921.40 (adjusted for Excess Income),
 the Annual Income Amount for the next Annuity Year, starting on November 1,
 2013 and continuing through October 31, 2014, 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 2.0 with HD DB. It is an optional feature
 of the benefit that you can only elect at the time of your first withdrawal.
 You cannot take a Non-Lifetime Withdrawal in an amount that would cause your
 Annuity's Account Value, after taking the withdrawal, to fall below the
 minimum Surrender Value (see "Surrenders - Surrender Value"). 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 2.0 with HD DB. 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 2.0 with HD DB. If you don't
 elect the Non-Lifetime Withdrawal, the first withdrawal you make will be the
 first Lifetime Withdrawal that establishes your Annual Income Amount, which is
 based on your Protected Withdrawal Value. Once you elect to take the
 Non-Lifetime Withdrawal or Lifetime Withdrawals, no additional Non-Lifetime
 Withdrawals may be taken. If you do not take a Non-Lifetime Withdrawal before
 beginning Lifetime Withdrawals, you lose the ability to take it.

 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantee on the twelfth anniversary of the benefit effective date (see
 description in "Key Feature - Protected Withdrawal Value," above) and the
 Highest Daily Death Benefit Amount. It will reduce each value 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. Thus, the first withdrawal will be a 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 3, 2012


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..   Highest Daily Lifetime Income 2.0 with HD DB is elected on September 4, 2013
..   The Unadjusted Account Value at benefit election was $105,000
..   The Annuitant was 70 years old when he/she elected Highest Daily Lifetime
    Income 2.0 with HD DB
..   No previous withdrawals have been taken under Highest Daily Lifetime Income
    2.0 with HD DB

 On October 3, 2013, the Protected Withdrawal Value is $125,000, the 12th
 benefit year minimum Periodic Value guarantee is $210,000, the Highest Daily
 Death Benefit Amount is $115,420, and the Unadjusted Account Value is
 $120,000. Assuming $15,000 is withdrawn from the Annuity on October 3, 2013
 and is designated as a Non-Lifetime Withdrawal, all guarantees associated with
 Highest Daily Lifetime Income 2.0 with HD DB 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                                          $ 15,000.00
    Divided by Unadjusted Account Value before withdrawal      $120,000.00
    Equals ratio                                                      12.5%
    All guarantees will be reduced by the above ratio (12.5%)
    Protected Withdrawal Value                                 $109,375.00
    12th benefit year Minimum Periodic Value                   $183,750.00
    Highest Daily Death Benefit Amount                         $100,992.50




 REQUIRED MINIMUM DISTRIBUTIONS
 Required Minimum Distributions ("RMD") for this Annuity must be taken by
 April 1st in the year following the date you turn age 70 1/2 and by
 December 31st for subsequent calendar years. If the annual RMD amount is
 greater than the Annual Income Amount, a withdrawal of the RMD amount will not
 be treated as a withdrawal of Excess Income, as long as the RMD amount is
 calculated by us for this Annuity and administered under a program we support
 each calendar year. If you are not participating in an RMD withdrawal program
 each calendar year, you can alternatively satisfy the RMD amount without it
 being treated as a withdrawal of Excess Income as long as you abide by the
 following:

 The total amount within an Annuity Year that can be withdrawn is equal to:
 1. the Annual Income Amount remaining in the current Annuity Year, plus,
 2. The difference between:
    a. The RMD amount (assuming the RMD amount is greater than the Annual
       Income Amount) less any withdrawals already taken in the calendar year,
       less
    b. The Annual Income Amount.

 Please see hypothetical examples below for details.

 If you do not comply with the rules described above, any withdrawal that
 exceeds the Annual Income Amount will be treated as a withdrawal of Excess
 Income, which will reduce your Annual Income Amount in future Annuity Years.
 This may include situations where you comply with the rules outlined above and
 then decide to take additional withdrawals after satisfying your RMD
 requirement from the Annuity.

 We will assume your first withdrawal under the benefit is a Lifetime
 Withdrawal unless you designated the withdrawal as a Non-Lifetime Withdrawal.

 Example
 The following example is purely hypothetical and intended to illustrate a
 scenario as described above. Note that withdrawals must comply with all IRS
 guidelines in order to satisfy the Required Minimum Distribution for the
 current calendar year.

 Assumptions:
 RMD Calendar Year
 01/01/2012 to 12/31/2012

 Annuity Year
 06/01/2011 to 05/31/2012

 Annual Income Amount and RMD Amount
 Annual Income Amount = $5,000
 Remaining Annual Income Amount as of 1/3/2012 = $3,000 (a $2,000 withdrawal
 was taken on 7/1/2011)
 RMD Amount for Calendar Year 2012 = $6,000


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 The amount you may withdraw in the current Annuity Year (between 1/3/2012 and
 5/31/2012) without it being treated as Excess Income is $4,000. Here is the
 calculation: $3,000 + ($6,000 - $5,000) = $4,000.

 If the $4,000 withdrawal is taken in the current Annuity Year (prior to
 6/1/2012), the remaining Annual Income Amount will be zero and the remaining
 RMD amount of $2,000 may be taken in the subsequent Annuity Year beginning on
 6/1/2012 (when your Annual Income Amount is reset to $5,000).

 If you had chosen to not take any additional withdrawals until on or after
 6/1/2012, then you would be eligible to withdraw $6,000 without it being
 treated as a withdrawal of Excess Income.

 HIGHEST DAILY DEATH BENEFIT
 A Death Benefit is payable under Highest Daily Lifetime Income 2.0 with HD DB
 (until we begin making Guarantee Payments under the benefit or annuity
 payments have begun) upon the death of the Owner (Annuitant if entity owned),
 also referred to as the "Single Designated Life", when we receive Due Proof of
 Death. The Death Benefit is the greatest of: the Minimum Death Benefit
 (described later in this prospectus) or the Highest Daily Death Benefit Amount
 described below.

 Highest Daily Death Benefit Amount:
 On the date you elect Highest Daily Lifetime Income 2.0 with HD DB, the
 Highest Daily Death Benefit Amount is equal to your Unadjusted Account Value.
 On each subsequent Valuation Day, until the date of death of the decedent, the
 Highest Daily Death Benefit Amount will be the greater of:
 (1)The Unadjusted Account Value on the current Valuation Day; and
 (2)The Highest Daily Death Benefit Amount of the immediately preceding
    Valuation Day,
   .   increased by any Purchase Payments made on the current Valuation Day and,
   .   reduced by the effect of withdrawals made on the current Valuation Day,
       as described below.

 Please note that the Highest Daily Death Benefit Amount does not have any
 guaranteed growth rate associated with it and therefore can be a different
 amount than any of the guaranteed values associated with the living benefit
 features of Highest Daily Lifetime Income 2.0 with HD DB.

 A Non-Lifetime Withdrawal will proportionately reduce the Highest Daily Death
 Benefit Amount by the ratio of the Non-Lifetime Withdrawal to the Account
 Value immediately prior to the Non-Lifetime Withdrawal. A Lifetime Withdrawal
 that is not considered Excess Income will reduce the Highest Daily Death
 Benefit Amount (dollar-for-dollar) by the amount of the withdrawal. All or a
 portion of a Lifetime Withdrawal that is considered Excess Income will
 proportionately reduce the Highest Daily Death Benefit Amount by the ratio of
 the Excess Income to the Account Value immediately prior to the withdrawal of
 the Excess Income.

 The Highest Daily Death Benefit will be calculated on the date of death of the
 decedent and will be:
..   increased by the amount of any additional Adjusted Purchase Payments, and
..   reduced by the effect of any withdrawals (as described in the preceding
    paragraph), made during the period between the decedent's date of death and
    the date we receive Due Proof of Death.

 We will reduce the Highest Daily Death Benefit Amount payable under this
 benefit by 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. We may waive, on a non-discriminatory basis, our right to
 deduct such Purchase Credits.

 PLEASE NOTE THAT THE HIGHEST DAILY DEATH BENEFIT AMOUNT IS AVAILABLE ONLY
 UNTIL WE MAKE GUARANTEE PAYMENTS UNDER HIGHEST DAILY LIFETIME INCOME 2.0 WITH
 HD DB OR ANNUITY PAYMENTS BEGIN.

 ALL OTHER PROVISIONS APPLICABLE TO DEATH BENEFITS UNDER YOUR ANNUITY WILL
 CONTINUE TO APPLY. SEE THE "DEATH BENEFITS" SECTION OF THIS PROSPECTUS FOR
 MORE INFORMATION PERTAINING TO DEATH BENEFITS.

 BENEFITS UNDER HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB
..   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 Guarantee Payments amounts
    are still payable under Highest Daily Lifetime Income 2.0 with HD DB, 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 PARTIAL WITHDRAWALS IN THE ANNUITY YEAR THAT
    REDUCED YOUR UNADJUSTED ACCOUNT VALUE TO ZERO ARE MORE THAN THE ANNUAL
    INCOME AMOUNT, HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB TERMINATES, AND
    NO ADDITIONAL PAYMENTS ARE MADE.


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..   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. Please note that if your Unadjusted Account
    Value is reduced to zero due to withdrawals or annuitization, any Death
    Benefit value, including that of the HD DB feature, will terminate and no
    Death Benefit Amount is payable.
..   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 has been taken, the Annual Income Amount applied
    for the purpose of calculating annuity payments will be treated as if your
    first Lifetime Withdrawal was taken on the date the annuity payments are to
    begin. Therefore, the Annual Income Amount will potentially increase by no
    less than the 5% compounded growth rate up until the time your annuity
    payments commence.

 OTHER IMPORTANT CONSIDERATIONS
..   Withdrawals under Highest Daily Lifetime Income 2.0 with HD DB are subject
    to all of the terms and conditions of the Annuity, including any applicable
    CDSC for the Non-Lifetime Withdrawal as well as partial 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 2.0 with HD DB 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.
..   Any Lifetime Withdrawal that you take that is not a withdrawal of Excess
    Income is not subject to a CDSC, even if the total amount of such
    withdrawals in any Annuity Year exceeds the maximum Free Withdrawal amount.
    Any Lifetime Withdrawal that is treated as Excess Income is subject to any
    applicable CDSC, if the withdrawal is greater than the Free Withdrawal
    amount.
..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 Permitted Sub-accounts, the DCA MVA Options, and
    the AST Investment Grade Bond Sub-account triggered by the predetermined
    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.


                                      84





..   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 begin until the close of business on the following
    Valuation Day.
..   Any Death Benefit, including the HD DB, will be zero if any withdrawals
    taken under Highest Daily Lifetime Income 2.0 with HD DB reduce your
    Unadjusted Account Value to zero (see "Death Benefits").
..   The current charge for Highest Daily Lifetime Income 2.0 with HD DB is
    1.50% annually of the greater of the Unadjusted Account Value and Protected
    Withdrawal Value. The maximum charge for Highest Daily Lifetime Income 2.0
    with HD DB is 2.00% 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, 0.375% 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. You will begin paying this charge as of the effective date of
    the benefit even if you do not begin taking withdrawals for many years, or
    ever. We will not refund the charges you have paid if you choose never to
    take any withdrawals and/or if you never receive any lifetime income
    payments.

 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 2.0 with HD
 DB 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, partial 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 2.0 with HD DB, 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 between 50 and 79 years old. Any change of the Annuitant
 under the Annuity will result in cancellation of Highest Daily Lifetime Income
 2.0 with HD DB. Similarly, any change of Owner will result in cancellation of
 Highest Daily Lifetime Income 2.0 with HD DB, 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
 satisfies our ownership guidelines.

 Highest Daily Lifetime Income 2.0 with HD DB 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 2.0 with HD DB 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 2.0 WITH HD
 DB, YOU LOSE THE GUARANTEES THAT YOU HAD ACCUMULATED UNDER YOUR EXISTING
 BENEFIT AND YOUR GUARANTEES UNDER HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB
 WILL BE BASED ON YOUR UNADJUSTED ACCOUNT VALUE ON THE EFFECTIVE DATE OF
 HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB. You and your Financial
 Professional should carefully consider whether terminating your existing
 benefit and electing Highest Daily Lifetime Income 2.0 with HD DB is
 appropriate for you. We reserve the right to waive, change and/or further
 limit the election frequency in the future for new elections of this benefit.

 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 2.0 with HD DB 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 2.0 with HD DB at any time by
 notifying us. If you terminate the benefit, any guarantee provided by the
 benefit, including the HD DB, will terminate as of the date the termination is
 effective, and certain restrictions on re-election may apply.


                                      85






 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)WHEN ANNUITY PAYMENTS BEGIN (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 IF ENTITY
    OWNED)
 (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.

 "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
 (all representations may also include trust or estate paperwork (if needed) in
 addition to consent forms (if applicable), requirements other than the death
 certificate and claim forms from at least one beneficiary); 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.

 Upon termination of Highest Daily Lifetime Income 2.0 with HD DB, other than
 upon the death of the Owner 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 2.0 with HD DB terminates upon Due Proof of Death. The spouse may newly
 elect the benefit subject to the restrictions discussed above.

 HOW HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB TRANSFERS UNADJUSTED ACCOUNT
 VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST INVESTMENT GRADE BOND
 SUB-ACCOUNT
 See "How Highest Daily Lifetime Income 2.0 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 2.0 Benefit
 above for information regarding this component of the benefit.

 ADDITIONAL TAX CONSIDERATIONS
 Please see the Additional Tax Considerations section under Highest Daily
 Lifetime Income 2.0 above.

 SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 WITH HIGHEST DAILY DEATH BENEFIT
 Spousal Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit
 ("HD DB") 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 individuals who are
 spouses. This benefit also provides for a highest daily death benefit, subject
 to the terms of the benefit. 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 for new elections at any time.

 We offer a benefit that guarantees, until the death of the Remaining
 Designated Life (as described below) (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 result 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. Withdrawals are taken first from your
 own Account Value. We are only required to begin making lifetime income
 payments to you under our guarantee when and if your Unadjusted Account Value
 is reduced to zero (for any reason other than due to partial withdrawals of
 Excess Income) ("Guarantee Payments"). 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 2.0 with HD DB after the death of the first spouse (subject to
 the provisions below regarding a Remaining Designated Life), and also want to
 provide a death benefit. 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.


                                      86






 An integral component of Spousal Highest Daily Lifetime Income 2.0 with HD DB
 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 above entitled "How Highest Daily Lifetime
 Income 2.0 Transfers Unadjusted Account Value Between Your Permitted
 Sub-accounts and the AST Investment Grade Bond Sub-account."

 Spousal Highest Daily Lifetime Income 2.0 with HD DB is the spousal version of
 Highest Daily Lifetime Income 2.0 with HD DB. You may choose Spousal Highest
 Daily Lifetime Income 2.0 with or without also electing HD DB, however you may
 not elect HD DB without Spousal Highest Daily Lifetime Income 2.0 and you must
 elect the HD DB benefit at the time you elect Spousal Highest Daily Lifetime
 Income 2.0. If you elect Spousal Highest Daily Lifetime Income 2.0 without HD
 DB and would like to add the feature later, you must first terminate Spousal
 Highest Daily Lifetime Income 2.0 and elect Spousal Highest Daily Lifetime
 Income 2.0 with HD DB (subject to availability and benefit re-election
 provisions). Please note that if you terminate Spousal Highest Daily Lifetime
 Income 2.0 and elect Spousal Highest Daily Lifetime Income 2.0 with HD DB 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 2.0 with HD DB is offered as an
 alternative to other lifetime withdrawal options. Currently, if you elect
 Spousal Highest Daily Lifetime Income 2.0 with HD DB 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.
 Spousal Highest Daily Lifetime Income 2.0 with HD DB must be elected based on
 two designated lives, as described below. Each designated life must be between
 the ages of 50 and 79 years old when the benefit is elected. Spousal Highest
 Daily Lifetime Income 2.0 with HD DB is not available if you elect any other
 optional living or death benefit.

 As long as your Spousal Highest Daily Lifetime Income 2.0 with HD DB 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 THAT
 WITHDRAWAL OF EXCESS INCOME (DESCRIBED BELOW) 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 2.0 WITH
 HD DB.

 You may also participate in the 6 or 12 Month Dollar Cost Averaging Program if
 you elect Spousal Highest Daily Lifetime Income 2.0 with HD DB, 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 only used to calculate the initial Annual
 Income Amount and the benefit fee. 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 paragraph.

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

 (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) 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


                                      87





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

 Upon locking in the double (200%), your Protected Withdrawal Value will
 continue to lock in your Annuity's highest daily value and immediately
 compound it at 5% annually until your first Lifetime Withdrawal. This means
 that your Protected Withdrawal Value will be at least double (200%) your
 cumulative Purchase Payments made within the first benefit year if you have
 owned the benefit at least 12 years, assuming you have not taken any
 withdrawals. This is a minimum guarantee. If, due to positive Account Value
 performance, your Protected Withdrawal Value is greater than the double
 (200%), your Protected Withdrawal Value will continue to lock in your highest
 daily value and immediately increase it at 5% compounded growth until your
 first Lifetime Withdrawal.

 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").

 PLEASE NOTE THAT IF YOU ELECT SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 WITH
 HD DB, YOUR ACCOUNT VALUE IS NOT GUARANTEED, CAN FLUCTUATE AND MAY LOSE VALUE.

 KEY FEATURE - ANNUAL INCOME AMOUNT UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME
 2.0 WITH HD DB
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. The percentage initially depends
 on the age of the younger spousal designated life on the date of the first
 Lifetime Withdrawal after election of the benefit. The percentages are: 2.5%
 for ages 50-54, 3.5% for ages 55 to 64; 4.5% for ages 65 to 84, and 5.5% for
 ages 85 and older. We use the age of the younger designated life. If you
 elected this benefit and one of the Spousal Designated Lives becomes the
 Remaining Designated Life, we will continue to use the age of the younger of
 both the original Spousal Designated Lives for purposes of calculating the
 applicable Annual Income percentage. Under Spousal Highest Daily Lifetime
 Income 2.0 with HD DB, 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
 Unadjusted 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 PARTIAL 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 PARTIAL 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 2.0 with HD DB and subsequent to the first
 Lifetime Withdrawal will (i) immediately 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 50-54, 3.5% for ages 55 to 64, 4.5% for ages 65 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).


                                      88






 After your first Lifetime Withdrawal and before your Unadjusted Account Value
 is reduced to zero, you may make additional Purchase Payments, subject to the
 limits in the next paragraph. We reserve the right not to accept additional
 Purchase Payments if the Unadjusted Account Value becomes zero.

 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). Subject to state law, we reserve the
 right to not accept additional Purchase Payments if we are not then offering
 this benefit for new elections. We will exercise such reservation of right for
 all annuity purchasers in the same class in a nondiscriminatory manner.

 HIGHEST DAILY AUTO STEP-UP
 An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
 benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
 can result in a larger Annual Income Amount subsequent to your first Lifetime
 Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
 Date of the Annuity (the "Annuity Anniversary") immediately after your first
 Lifetime Withdrawal under the benefit. Specifically, upon the first such
 Annuity Anniversary, we identify the Unadjusted Account Value on each
 Valuation Day within the immediately preceding Annuity Year after your first
 Lifetime Withdrawal. Having identified the highest daily value (after all
 daily values have been adjusted for subsequent Purchase Payments and
 withdrawals), we then multiply that value by a percentage that varies based on
 the age of the younger spousal designated life on the Annuity Anniversary as
 of which the step-up would occur. The percentages are 2.5% for ages 50-54,
 3.5% for ages 55 to 64, 4.5% for ages 65 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 2.0 with HD DB 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 2.0 with HD DB upon a step-up, we
 would notify you, and give you the opportunity to cancel the automatic step-up
 feature. If you receive notice of a proposed step-up and accompanying fee
 increase, you should carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject. Any such increased
 charge will not be greater than the maximum charge set forth in the table
 entitled "Your Optional Benefit Fees and Charges".

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

 Spousal Highest Daily Lifetime Income 2.0 with HD DB does not affect your
 ability to take withdrawals under your Annuity, or limit your ability to take
 partial withdrawals that exceed the Annual Income Amount. Under Spousal
 Highest Daily Lifetime Income 2.0 with HD DB, 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. If your cumulative Lifetime Withdrawals in an Annuity Year
 exceed the Annual Income Amount, 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).

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

 Examples of dollar-for-dollar and proportional reductions and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Spousal Highest Daily
 Lifetime Income 2.0 with HD DB or any other fees and charges under the
 Annuity. Assume the following for all three examples:
   .   The Issue Date is November 1, 2012
   .   Spousal Highest Daily Lifetime Income 2.0 with HD DB is elected on
       August 1, 2013


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   .   Both designated lives were 70 years old when they elected Spousal
       Highest Daily Lifetime Income 2.0 with HD DB
   .   The first withdrawal is a Lifetime Withdrawal

 EXAMPLE OF DOLLAR-FOR-DOLLAR REDUCTIONS
 On October 24, 2013, 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 65 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). The Highest Daily Death Benefit Amount is $115,420.
 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,
 2013) 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) and the Highest Daily Death
 Benefit Amount ($115,420 less $2,500 = $112,920.).

 EXAMPLE OF PROPORTIONAL REDUCTIONS
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on October 29, 2013 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 Income to the
 Unadjusted Account Value immediately prior to the Excess Income. (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 Income                                   $  2,900.00
Unadjusted Account Value immediately before Excess Income of $2,100  $115,100.00
Excess Income 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 greater than the
 Annual Income Amount, adjusted for Excess Income and additional Purchase
 Payments (including any associated Purchase Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $5,400. However, the Excess Income 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 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 greater than
 $5,301.72. Here are the calculations for determining the daily values. Only
 the October 25 value is being adjusted for Excess Income as the
 October 30, October 31 and November 1 Valuation Days occur after the Excess
 Income on October 29.





                                  HIGHEST DAILY VALUE         ADJUSTED ANNUAL
                                (ADJUSTED FOR WITHDRAWAL INCOME AMOUNT (4.5% OF THE
DATE*             ACCOUNT VALUE AND PURCHASE PAYMENTS)**    HIGHEST DAILY VALUE)
-----             ------------- ------------------------ --------------------------
                                                
October 25, 2013   $119,000.00        $119,000.00                $5,355.00
October 29, 2013   $113,000.00        $113,986.98                $5,129.41
October 30, 2013   $113,000.00        $113,986.98                $5,129.41
October 31, 2013   $119,000.00        $119,000.00                $5,355.00
November 1, 2013   $118,473.00        $119,000.00                $5,355.00




 *  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 every day following the Annuity
    Anniversary. The Annuity Anniversary Date of November 1 is considered the
    final Valuation Date for the Annuity Year.
 ** In this example, the first daily value after the first Lifetime Withdrawal
    is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
    $5,355.00. 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 25 is first reduced
       dollar-for-dollar by $2,900 ($2,900 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an Unadjusted Account Value
       of $116,100 before the Excess Income.
   .   This amount ($116,100) is further reduced by 1.82% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) resulting in a
       Highest Daily Value of $113,986.98.


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   .   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 greater than the October 30 value, we will continue to
       carry $113,986.98 forward to the next 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.
   .   The October 31 adjusted Highest Daily Value of $119,000.00 is also
       greater than the November 1 value, so we will continue to carry
       $119,000.00 forward to the final Valuation Day of November 1.

 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 greater than the
 current year's Annual Income Amount of $5,301.72 (adjusted for Excess Income),
 the Annual Income Amount for the next Annuity Year, starting on November 1,
 2013 and continuing through October 31, 2014, 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 2.0 with HD DB. It is an optional
 feature of the benefit that you can only elect at the time of your first
 withdrawal. You cannot take a Non-Lifetime Withdrawal in an amount that would
 cause your Annuity's Account Value, after taking the withdrawal, to fall below
 the minimum Surrender Value (see "Surrenders - Surrender Value"). This
 Non-Lifetime Withdrawal will not establish your 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 2.0 with HD DB. You must
 tell us at the time you take the partial withdrawal if your withdrawal is
 intended to be the Non-Lifetime Withdrawal and not the first Lifetime
 Withdrawal under Spousal Highest Daily Lifetime Income 2.0 with HD DB. If you
 don't elect the Non-Lifetime Withdrawal, the first withdrawal you make will be
 the first Lifetime Withdrawal that establishes your Annual Income Amount,
 which is based on your Protected Withdrawal Value. Once you elect the
 Non-Lifetime Withdrawal or Lifetime Withdrawals, no additional Non-Lifetime
 withdrawals may be taken. If you do not take a Non-Lifetime Withdrawal before
 beginning Lifetime Withdrawals, you lose the ability to take it.

 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantee on the twelfth anniversary of the benefit effective date (see
 description in "Key Feature - Protected Withdrawal Value," above) and the
 Highest Daily Death Benefit Amount. It will reduce each value by the
 percentage the total withdrawal amount (including any applicable CDSC)
 represents of the then current Unadjusted Account Value immediately prior to
 the time of the withdrawal.

 If you are participating in a Systematic Withdrawal program, the first
 withdrawal under the program cannot be classified as the Non-Lifetime
 Withdrawal. Thus, the first withdrawal will be a 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 3, 2012
..   Spousal Highest Daily Lifetime Income 2.0 with HD DB is elected on
    September 4, 2013
..   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 2.0 with HD DB
..   No previous withdrawals have been taken under Spousal Highest Daily
    Lifetime Income 2.0 with HD DB

 On October 3, 2013, the Protected Withdrawal Value is $125,000, the 12th
 benefit year minimum Periodic Value guarantee is $210,000, the Highest Daily
 Death Benefit Amount is $115,420, and the Unadjusted Account Value is
 $120,000. Assuming $15,000 is withdrawn from the Annuity on October 3, 2013
 and is designated as a Non-Lifetime Withdrawal, all guarantees associated with
 Spousal Highest Daily Lifetime Income 2.0 with HD DB 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                                      $ 15,000.00
      Divided by Unadjusted Account Value before withdrawal  $120,000.00
      Equals ratio                                                  12.5%
      All guarantees will be reduced by the above ratio            (12.5%)
      Protected Withdrawal Value                             $109,375.00
      12th benefit year Minimum Periodic Value               $183,750.00
      Highest Daily Death Benefit Amount                     $100,992.50



                                      91






 REQUIRED MINIMUM DISTRIBUTIONS
 See the sub-section entitled "Required Minimum Distributions" in the
 prospectus section above concerning Highest Daily Lifetime Income 2.0 for a
 discussion of the relationship between the RMD amount and the Annual Income
 Amount.

 HIGHEST DAILY DEATH BENEFIT
 A Death Benefit is payable under Spousal Highest Daily Lifetime Income 2.0
 with HD DB (until we begin making Guarantee Payments under the benefit or
 annuity payments have begun) upon the death of the Remaining Designated Life
 when we receive Due Proof of Death. The Death Benefit is the greatest of: the
 Minimum Death Benefit (described later in this prospectus) or the Highest
 Daily Death Benefit Amount described below.

 Highest Daily Death Benefit Amount:
 On the date you elect Spousal Highest Daily Lifetime Income 2.0 with HD DB,
 the Highest Daily Death Benefit Amount is equal to your Unadjusted Account
 Value. On each subsequent Valuation Day, until the date of death of the
 decedent, the Highest Daily Death Benefit Amount will be the greater of:
 (1)The Unadjusted Account Value on the current Valuation Day; and
 (2)The Highest Daily Death Benefit Amount of the immediately preceding
    Valuation Day,
   .   increased by any Purchase Payments made on the current Valuation Day and,
   .   reduced by the effect of withdrawals made on the current Valuation Day,
       as described below.

 Please note that the Highest Daily Death Benefit Amount does not have any
 guaranteed growth rate associated with it and therefore can be a different
 amount than any of the guaranteed values associated with the living benefit
 features of Spousal Highest Daily Lifetime Income 2.0 with HD DB.

 A Non-Lifetime Withdrawal will proportionately reduce the Highest Daily Death
 Benefit Amount by the ratio of the Non-Lifetime Withdrawal to the Account
 Value immediately prior to the Non-Lifetime Withdrawal. A Lifetime Withdrawal
 that is not considered Excess Income will reduce the Highest Daily Death
 Benefit Amount (dollar-for-dollar) by the amount of the withdrawal. All or a
 portion of a Lifetime Withdrawal that is considered Excess Income will
 proportionately reduce the Highest Daily Death Benefit Amount by the ratio of
 the Excess Income to the Account Value immediately prior to the withdrawal of
 the Excess Income.

 The Highest Daily Death Benefit will be calculated on the date of death of the
 Remaining Designated Life and will be:
   .   increased by the amount of any additional Adjusted Purchase Payments, and
   .   reduced by the effect of any withdrawals (as described in the preceding
       paragraph),
 made during the period between the decedent's date of death and the date we
 receive Due Proof of Death.

 We will reduce the Highest Daily Death Benefit Amount payable under this
 benefit by 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. We may waive, on a non-discriminatory basis, our right to
 deduct such Purchase Credits.

 PLEASE NOTE THAT HIGHEST DAILY DEATH BENEFIT AMOUNT IS AVAILABLE ONLY UNTIL WE
 MAKE GUARANTEE PAYMENTS UNDER SPOUSAL HIGHEST DAILY DEATH BENEFIT 2.0 WITH HD
 DB OR ANNUITY PAYMENTS BEGIN.

 ALL OTHER PROVISIONS APPLICABLE TO DEATH BENEFITS UNDER YOUR ANNUITY CONTINUE
 TO APPLY. SEE THE "DEATH BENEFITS" SECTION OF THIS PROSPECTUS FOR MORE
 INFORMATION PERTAINING TO DEATH BENEFITS.

 BENEFITS UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB
..   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 Guarantee Payments amounts
    are still payable under Spousal Highest Daily Lifetime Income 2.0 with HD
    DB, 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 continue to make payments until the simultaneous
    deaths of both spousal designated lives, or the death of the Remaining
    Designated Life. 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 2.0 WITH HD DB TERMINATES,
    AND NO ADDITIONAL PAYMENTS WILL BE MADE.
..   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.
..   Please note that if your Unadjusted Account Value is reduced to zero due to
    withdrawals or annuitization, any Death Benefit value, including that of
    the HD DB feature, will terminate and no Death Benefit Amount is payable.


                                      92





..   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 death of the Remaining 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 has been taken, the Annual Income Amount applied
    for the purpose of calculating annuity payments will be treated as if your
    first Lifetime Withdrawal was taken on the date the annuity payments are to
    begin. Therefore, the Annual Income Amount will potentially increase by no
    less than the 5% compounded growth rate up until the time your annuity
    payments commence.

 OTHER IMPORTANT CONSIDERATIONS
..   Withdrawals under the Spousal Highest Daily Lifetime Income 2.0 with HD DB
    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
    partial 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 2.0 with HD DB 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.
..   Any Lifetime Withdrawal that you take that is not a withdrawal of Excess
    Income is not subject to a CDSC, even if the total amount of such
    withdrawals in any Annuity Year exceeds the maximum Free Withdrawal amount.
    Any Lifetime Withdrawal that is treated as Excess Income is subject to any
    applicable CDSC, if the withdrawal is greater than the Free Withdrawal
    amount.
..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 predetermined
    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 Unadjusted 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 Unadjusted Account Value, or upon addition of additional
    Purchase Payments. That is, we will not require such current participants
    to re-allocate Unadjusted 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


                                      93





    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 begin until the close of business on the following
    Valuation Day.
..   Any Death Benefit will be zero if any withdrawals taken under Spousal
    Highest Daily Lifetime Income 2.0 with HD DB reduce your Unadjusted Account
    Value to zero (see "Death Benefits").
..   Spousal Continuation: If a Death Benefit is not payable on the death of a
    spousal designated life (e.g., if the first of the spousal designated lives
    to die is the Beneficiary but not an Owner), Spousal Highest Daily Lifetime
    Income 2.0 with HD DB will remain in force unless we are instructed
    otherwise.
..   The current charge for Spousal Highest Daily Lifetime Income 2.0 with HD DB
    is 1.60% annually of the greater of Unadjusted Account Value and Protected
    Withdrawal Value. The maximum charge for Spousal Highest Daily Lifetime
    Income 2.0 with HD DB is 2.00% 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, 0.40%
    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. You will begin paying this charge as of the effective
    date of the benefit even if you do not begin taking withdrawals for many
    years, or ever. We will not refund the charges you have paid if you choose
    never to take any withdrawals and/or if you never receive any lifetime
    income payments.

 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 Spousal Highest Daily Lifetime Income 2.0
 with HD DB 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 2.0 with HD DB 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. Currently, Spousal
 Highest Daily Lifetime Income 2.0 with HD DB only may be elected if 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 between 50-79 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
    between 50 and 79 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
    between 50 and 79 years old at the time of election.

 Remaining Designated Life: A Remaining Designated Life must be a natural
 person and must have been listed as one of the spousal designated lives when
 the benefit was elected. A spousal designated life will become the Remaining
 Designated Life on the earlier of the death of the first of the spousal
 designated lives to die, provided that they are each other's spouses at that
 time, or divorce from the other spousal designated life while the benefit is
 in effect. That said, if a spousal designated life is removed as Owner,
 Beneficiary, or Annuitant due to divorce, the other spousal designated life
 becomes the Remaining Designated Life when we receive notice of the divorce,
 and any other documentation we require, in Good Order. Any new
 Beneficiary(ies) named by the Remaining Designated Life will not be a spousal
 designated life.

 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 2.0 with HD DB 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 2.0 with HD DB 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


                                      94





 2.0 with HD DB 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 2.0 WITH HD DB, YOU LOSE THE
 GUARANTEES THAT YOU HAD ACCUMULATED UNDER YOUR EXISTING BENEFIT, AND YOUR
 GUARANTEES UNDER SPOUSAL HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB WILL BE
 BASED ON YOUR UNADJUSTED ACCOUNT VALUE ON THE EFFECTIVE DATE OF SPOUSAL
 HIGHEST DAILY LIFETIME INCOME 2.0 WITH HD DB. You and your Financial
 Professional should carefully consider whether terminating your existing
 benefit and electing Spousal Highest Daily Lifetime Income 2.0 with HD DB is
 appropriate for you. We reserve the right to waive, change and/or further
 limit the election frequency in the future for new elections of this benefit.

 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 2.0 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 WHO IS
    AN OWNER (OR WHO IS THE ANNUITANT IF ENTITY OWNED), IF THE REMAINING
    DESIGNATED LIFE ELECTS NOT TO CONTINUE THE ANNUITY;
..   UPON OUR RECEIPT OF DUE PROOF OF DEATH OF AN OWNER (OR ANNUITANT IF ENTITY
    OWNED) IF THE SURVIVING SPOUSE IS NOT ELIGIBLE TO CONTINUE THE BENEFIT
    BECAUSE SUCH SPOUSE IS NOT A SPOUSAL DESIGNATED LIFE AND THERE IS ANY
    UNADJUSTED ACCOUNT VALUE ON THE DATE OF DEATH;
..   UPON OUR RECEIPT OF DUE PROOF OF DEATH OF THE REMAINING DESIGNATED LIFE IF
    A DEATH BENEFIT IS PAYABLE UNDER THIS BENEFIT;
..   YOUR TERMINATION OF THE BENEFIT;
..   YOUR SURRENDER OF THE ANNUITY;
..   WHEN ANNUITY PAYMENTS BEGIN (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; OR
..   YOU CEASE TO MEET OUR REQUIREMENTS AS DESCRIBED IN "ELECTION OF AND
    DESIGNATIONS UNDER THE BENEFIT".

 "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
 (all representations may also include trust or estate paperwork (if needed) in
 addition to consent forms (if applicable), requirements other than the death
 certificate and claim forms from at least one beneficiary); 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.

 Upon termination of Spousal Highest Daily Lifetime Income 2.0 with HD DB other
 than upon the death of the Remaining 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 2.0 WITH HD DB TRANSFERS UNADJUSTED
 ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST INVESTMENT GRADE
 BOND SUB-ACCOUNT
 See "How Highest Daily Lifetime Income 2.0 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 2.0 Benefit
 above for information regarding this component of the benefit.

 ADDITIONAL TAX CONSIDERATIONS
 Please see the Additional Tax Considerations section under Highest Daily
 Lifetime Income 2.0 above.


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 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 available only for
 Annuities issued with an application signed prior to January 24, 2011, subject
 to availability which may vary by firm.

 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.

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 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. Because these restrictions and the use of the formula lessen the
 likelihood that your Unadjusted Account Value will be reduced below the base
 and/or enhanced guarantee(s), they also reduce the likelihood that we will
 make any payments under this benefit. They may also limit your upside
 potential for growth. 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." 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

                                      97




 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 formula
 and AST bond portfolio Sub-accounts are employed with this benefit to help us
 mitigate the financial risks under our guarantee. Thus, the formula applicable
 to you under the benefit determines 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).

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 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.

 Each market cycle is unique, therefore the performance of your Sub-accounts,
 and its impact on your Unadjusted Account Value, will differ from market cycle
 to market cycle producing different transfer activity under the formula. The
 amount and timing of transfers to and from the AST bond portfolio Sub-accounts
 pursuant to the formula depend on various factors unique to your Annuity and
 are not necessarily directly correlated with the securities markets, bond
 markets, interest rates or any other market or index. Some of the factors that
 determine the amount and timing of transfers (as applicable to your Annuity),
 include:
   .   The difference between your Unadjusted Account Value and your guarantee
       amount(s);
   .   The amount of time until the maturity of your guarantee(s);
   .   The amount invested in, and the performance of, the Permitted
       Sub-accounts;
   .   The amount invested in, and the performance of, the AST bond portfolio
       Sub-accounts;
   .   The discount rate used to determine the present value of your
       guarantee(s);
   .   Additional Purchase Payments, if any, that you make to the Annuity; and
   .   Withdrawals, if any, taken from the Annuity.

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

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

 ELECTION/CANCELLATION OF THE BENEFIT
 GRO Plus II is available only for Annuities issued with an application signed
 prior to January 24, 2011, subject to availability which may vary by firm. 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

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 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. You will begin paying this charge as of the
 effective date of the benefit. We will not refund the charges you have paid
 even if we never have to make any payments under the benefit.

 HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)
 HD GRO II is available only for Annuities issued with an application signed
 prior to January 24, 2011, subject to availability which may vary by firm.
 Highest Daily/SM/ Guaranteed Return Option/SM/ II (HD GRO II/SM/) is a form of
 "guaranteed minimum accumulation benefit" that guarantees a specified Account
 Value at one or more dates in the future. If you participate in this benefit,
 you are subject to a predetermined mathematical formula that transfers Account
 Value between your Sub-accounts and an AST bond portfolio Sub-account.

 HD GRO II creates a series of separate guarantees, each of which is based on
 the highest Unadjusted Account Value attained on a day during the applicable
 time period. As each year of your participation in the benefit passes, we
 create a new guarantee. Each guarantee then remains in existence until the
 date on which it matures (unless the benefit terminates sooner). We refer to
 each date on which the specified Unadjusted Account Value is guaranteed as the
 "Maturity Date" for that guarantee. HD GRO II will not create a guarantee if
 the Maturity Date of that guarantee would extend beyond the Latest Annuity
 Date. This is true even with respect to a new Owner who has acquired the
 Annuity from the original Owner.

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

 The initial guarantee is created on the day that the HD GRO II benefit is
 added to your Annuity. We guarantee that your Unadjusted Account Value on the
 tenth anniversary of that day (we refer to each such anniversary as a "benefit
 anniversary") will not be less than your Unadjusted Account Value on the day
 that the HD GRO II benefit was added 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

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 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 (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 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".

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 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 newly-issued Annuities that
 elect or re-elect the benefit and 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. Because these restrictions and the use of the formula
 lessen the likelihood that your Unadjusted Account Value will be reduced below
 the base and/or enhanced guarantee(s), they also reduce the likelihood that we
 will make any payments under this benefit. They may also limit your upside
 potential for growth. 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." 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.

 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 formula and 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 predetermined mathematical
 formula. On each Valuation Day, including the effective date of the benefit,
 the predetermined 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

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 (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.

 Each market cycle is unique, therefore the performance of your Sub-accounts,
 and its impact on your Unadjusted Account Value, will differ from market cycle
 to market cycle producing different transfer activity under the formula. The
 amount and timing of transfers to and from the AST bond portfolio Sub-accounts
 pursuant to the formula depend on various factors unique to your Annuity and
 are not necessarily directly correlated with the securities markets, bond
 markets, interest rates or any other market or index. Some of the factors that
 determine the amount and timing of transfers (as applicable to your Annuity),
 include:
   .   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.

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 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 available only for Annuities issued with an application signed
 prior to January 24, 2011, subject to availability which may vary by firm. 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.

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 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. You will begin paying this charge as of the
 effective date of the benefit. We will not refund the charges you have paid
 even if we never have to make any payments under the benefit.

                                      105





                                DEATH BENEFITS


 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 - see "Payment
 of Death Benefits" below).

 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.

 No Death Benefit will be payable if the Annuity terminates because your
 Unadjusted Account Value reaches zero (which can happen if, for example, you
 are taking withdrawals under an optional living benefit).

 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).

 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), any Death
 Benefit (including the Minimum Death Benefit, any optional Death Benefit and
 Highest Daily Lifetime Income 2.0 with HD DB and Spousal Highest Daily
 Lifetime Income 2.0 with HD DB) that applies will be suspended for a two year
 period starting from the date that person first became Owner or Annuitant.
 This suspension would not apply if the ownership or annuitant change was the
 result of Spousal Continuation or death of the prior 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, Highest Daily Lifetime Income 2.0 with HD
 DB or Spousal Highest Daily Lifetime Income 2.0 with HD DB, and the suspension
 were in effect, you would be paying the fee for the Optional Death Benefit,
 Highest Daily Lifetime Income 2.0 with HD DB or Spousal Highest Daily Lifetime
 Income 2.0 with HD DB 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.

                                      106





 MINIMUM DEATH BENEFIT
 Each Annuity provides a minimum Death Benefit at no additional charge. The
 amount of the minimum Death Benefit is equal to the greater of:
   .   The sum of all Purchase Payments you have made since the Issue Date of
       the Annuity (excluding any Purchase Credits) until the date of Due Proof
       of Death, reduced proportionally by the ratio of the amount of any
       withdrawal to the Account Value immediately prior to the withdrawal; AND
   .   Your Unadjusted Account Value (less the amount of any Purchase Credits
       applied during the period beginning 12-months prior to the decedent's
       date of death, and ending on the date we receive Due Proof of Death with
       respect to the X Series).


 OPTIONAL DEATH BENEFITS NO LONGER AVAILABLE FOR ELECTION ONCE HIGHEST DAILY
 LIFETIME INCOME 2.0 WITH HIGHEST DAILY DEATH BENEFIT AND SPOUSAL HIGHEST DAILY
 LIFETIME INCOME 2.0 WITH HIGHEST DAILY DEATH BENEFIT ARE AVAILABLE IN YOUR
 STATE
 Two optional Death Benefits are offered for purchase with your Annuity to
 provide an enhanced level of protection for your Beneficiaries. No optional
 Death Benefit is available if your Annuity is held as a Beneficiary Annuity.
 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 the Highest Daily Lifetime Income 2.0 with HD DB, Spousal
 Highest Daily Lifetime Income 2.0 with HD DB, Highest Daily Lifetime Income
 2.0 with LIA, Highest Daily Lifetime Income with LIA or Highest Daily Lifetime
 6 Plus with LIA. If you purchase either Highest Daily Lifetime Income 2.0 or
 Spousal Highest Daily Lifetime Income 2.0 and withdrawals taken under either
 reduce your Unadjusted Account Value to zero, your optional Death Benefit will
 terminate. 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. We
 reserve the right to cease offering any optional Death Benefit.


 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.

                                      107





 CALCULATION OF HIGHEST ANNIVERSARY VALUE DEATH BENEFIT
 If the decedent's date of death occurs BEFORE the Death Benefit Target Date,
 the Death Benefit equals the greater of:

    1. the greater of the minimum Death Benefit described above, and
    2. the Highest Anniversary Value as of the date on which we receive Due
       Proof of Death, less any Purchase Credits granted during the period
       beginning 12 months prior to the date of death and ending on the date we
       receive Due Proof of Death. This means that we will recapture any
       Purchase Credits granted with respect to Purchase Payments we receive
       beginning 12 months prior to the date of death and thereafter.

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

    1. the 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.
    3. the Roll-Up Value as described above.

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

    1. the greater of the minimum Death Benefit described above, and,
    2. the Highest Anniversary Value on the Death Benefit Target Date plus any
       Purchase Payments (and associated Purchase Credits) since the Death
       Benefit Target Date, less the effect of any Proportional Withdrawals
       since the Death Benefit Target Date, and, less any Purchase Credits
       granted during the period beginning 12 months prior to the date of death
       and ending on the date we receive Due Proof of Death.
    3. the Roll-Up Value as described above.

 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, and less time for the Roll-Up Value to
 increase, before the Death Benefit Target Date is reached.

 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.

                                      108





 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 (which can happen if, for example,
       you are taking withdrawals under an optional living benefit).

 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
 predetermined 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).


 With respect to Highest Daily Lifetime Income 2.0 with HD DB and Spousal
 Highest Daily Lifetime Income 2.0 with HD DB:
   .   If the Highest Daily Death Benefit is not payable upon the death of a
       Spousal Designated Life, and the Remaining Designated Life chooses to
       continue the Annuity, the benefit will remain in force unless we are
       instructed otherwise.
   .   If a Death Benefit is not payable upon the death of a Spousal Designated
       Life (e.g., if the first of the Spousal Designated Lives to die is the
       Beneficiary but not an Owner), the benefit will remain in force unless
       we are instructed otherwise.


 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 advisor.

 Any Optional Death Benefit in effect at the time the first of the spouses dies
 will continue only if spousal assumption occurs prior to the Death Benefit
 Target Date and prior to the assuming spouse's 80th birthday. If spousal
 assumption occurs after the Death Benefit Target Date (or the 80th birthday of
 the assuming spouse), then any Optional Death Benefit will terminate as of the
 date of spousal assumption. In that event, the assuming spouse's Death Benefit
 will equal the basic Death Benefit.

 We allow a spouse to continue the Annuity even though he/she has reached or
 surpassed the Latest Annuity Date. However, upon such a spousal continuance,
 annuity payments would begin immediately.

                                      109





 A surviving spouse's ability to continue ownership of the Annuity may be
 impacted by the Defense of Marriage Act (see "Managing Your Annuity - Spousal
 Designations"). Please consult your tax or legal advisor for more information
 about such impact in your state.

 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 (the "5 Year Deadline"); 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
       Beneficiary does not begin installments by such time, then we require
       that the Beneficiary take the Death Benefit as a lump sum within the 5
       Year Deadline.

 If the Annuity is held as a Beneficiary Annuity, the payment of the Death
 Benefit must be distributed:
   .   as a lump sum payment; or
   .   as a series of required distributions under the Beneficiary Continuation
       Option as described below in the section entitled "Beneficiary
       Continuation Option", unless you have made an election prior to Death
       Benefit proceeds becoming due.

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS - ANNUITIES HELD BY TAX-FAVORED PLANS
 The Code provides for alternative death benefit payment options when an
 Annuity is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated Beneficiary may generally elect to
 continue the Annuity and receive Required Minimum Distributions under the
 Annuity instead of receiving the Death Benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated Beneficiary and whether the Beneficiary is your surviving
 spouse.


   .   If you die after a designated Beneficiary has been named, the death
       benefit must be distributed by December 31st of the year including the
       five year anniversary of the date of death (the "Qualified 5 Year
       Deadline"), or as periodic payments not extending beyond the life
       expectancy of the designated Beneficiary (provided such payments begin
       by December 31st of the year following the year of death). If the
       Beneficiary does not begin installments by such time, then we require
       that the Beneficiary take the Death Benefit as a lump sum within the
       Qualified 5 Year Deadline. However, if your surviving spouse is the
       Beneficiary, the death benefit can be paid out over the life expectancy
       of your spouse with such payments beginning no later than December 31st
       of the year following the year of death, or December 31st of the year in
       which you would have reached age 70 1/2, whichever is later.
       Additionally, if the Death Benefit is solely payable to (or for the
       benefit of) your surviving spouse, then the Annuity may be continued
       with your spouse as the Owner. If your Beneficiary elects to receive
       full distribution by the Qualified 5 Year Deadline, 2009 shall not be
       included in the five year requirement period. This effectively extends
       this period to December 31st of the year including the six year
       anniversary date of death.
   .   If you die before a designated Beneficiary is named and before the date
       Required Minimum Distributions must begin under the Code, the Death
       Benefit must be paid out by the Qualified 5 Year Deadline. If the
       Beneficiary does not begin installments by December 31st of the year
       following the year of death, we will require that the Beneficiary take
       the Death Benefit as a lump sum within the Qualified 5 Year Deadline.
       For Annuities where multiple Beneficiaries have been named and at least
       one of the Beneficiaries does not qualify as a designated Beneficiary
       and the account has not been divided into Separate Accounts by
       December 31st of the year following the year of death, such Annuity is
       deemed to have no designated Beneficiary. For this distribution
       requirement also, 2009 shall not be included in the five year
       requirement period.

   .   If you die before a designated Beneficiary is named and after the date
       Required Minimum Distributions must begin under the Code, the Death
       Benefit must be paid out at least as rapidly as under the method then in
       effect. For Annuities where multiple Beneficiaries have been named and
       at least one of the Beneficiaries does not qualify as a designated
       Beneficiary and the account has not been divided into Separate Accounts
       by December 31st of the year following the year of death, such Annuity
       is deemed to have no designated Beneficiary.

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

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

                                      110





 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.
   .   If the Beneficiary elects to receive the death benefit proceeds under
       the Beneficiary Continuation Option, we must receive the election in
       Good Order at least 14 days prior to the first required distribution.
       If, for any reason, the election impedes our ability to complete the
       first distribution by the required date, we will be unable to accept the
       election.

 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.

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                            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.

 If, pursuant to SEC rules, the AST Money Market Portfolio suspends payment of
 redemption proceeds in connection with a liquidation of the Portfolio, we will
 delay payment of any transfer, full or partial withdrawal, or death
 benefit from the AST Money Market Sub-account until the Portfolio is
 liquidated.

 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 the
 Purchase Payment in Good Order at our Service Office. 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

                                      112




 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 2.0, 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.


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                              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.
 The discussion includes a description of certain spousal rights under the
 contract, and our administration of such spousal rights and related tax
 reporting comport 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,
 domestic partners or same-sex marriages. You should be aware, however, that
 federal tax law does not recognize civil union couples, domestic partners or
 marriage spouses of the same sex. Therefore, we cannot permit a same-sex civil
 union partner, domestic partner or 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. Please note there may be federal tax
 consequences at the death of the first same-sex civil union partner, domestic
 partner or spouse. Civil union couples, domestic partners and spouses of the
 same sex 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.

                                      114





 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 has 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.

 PARTIAL ANNUITIZATION Effective January 1, 2011, an individual may partially
 annuitize their non-qualified annuity if the contract so permits. The Small
 Business Jobs Act of 2010 included a provision which allows for a portion of a
 non-qualified annuity, endowment or life insurance contract to be annuitized
 while the balance is not annuitized. The annuitized portion must be paid out
 over 10 or more years or over the lives of one or more individuals. The
 annuitized portion of the contract is treated as a separate contract for
 purposes of determining taxability of the payments under IRC section 72. We do
 not currently permit partial annuitization.

 MEDICARE TAX ON NET INVESTMENT INCOME The Patient Protection and Affordable
 Care Act, also known as the 2010 Health Care Act, included a new Medicare tax
 on investment income. This new tax, which is effective in 2013, assesses a
 3.8% surtax on the lesser of (1) net investment income or (2) the excess of
 "modified adjusted gross income" over a threshold amount. The "threshold
 amount" is $250,000 for married taxpayers filing jointly, $125,000 for married
 taxpayers filing separately, $200,000 for single taxpayers, and approximately
 $12,000 for trusts. The taxable portion of payments received as a withdrawal,
 surrender, annuity payment, death benefit payment or any other actual or
 deemed distribution under the contract will be considered investment income
 for purposes of this surtax.

 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 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 2011-38, the IRS has indicated that, for exchanges on or
 after October 24, 2011, where there is a surrender or distribution from either
 the initial annuity contract or receiving annuity contract within 180 days of
 the date on which the partial exchange was completed, the IRS will apply
 general tax rules to determine the substance and treatment of the original
 transfer. For partial exchanges that occurred prior to October 24, 2011, the
 provisions of Revenue Procedure 2008-24 will continue to apply if there is a
 surrender or distribution within 12 months of the date on which the partial
 exchange was completed. Under Revenue Procedure 2008-24, 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 under certain circumstances if you are
 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.

                                      115





 TAXES PAYABLE BY BENEFICIARIES
 The Death Benefit options are subject to ordinary 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. If you are a U.S.
 person (including resident alien), and your address of record is a non-U.S.
 address, we are required to withhold income tax unless you provide us with a
 U.S. residential address.

 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 Charitable Remainder Trust (CRT), 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. As there are charges for
 the living benefits described elsewhere in this prospectus, and such charges
 reduce the contract value of the Annuity, trustees of the CRT should discuss
 with their legal advisors whether election of such living benefits violates
 their fiduciary duty to the remainder beneficiary.

 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. At
 this time, we will not issue an Annuity to grantor trusts with multiple
 grantors.

 At this time, we will not issue an Annuity to a grantor trust where the
 Grantor is not also the Annuitant. Where a previously issued contract was
 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.

                                      116





 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).

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 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 2012 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.

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 SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP
 must satisfy the same general requirements described under IRAs (above). There
 are, however, some differences:
..   If you participate in a SEP, you generally do not include in income any
    employer contributions made to the SEP on your behalf up to the lesser of
    (a) $50,000 in 2012 ($49,000 in 2011) 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 2012, this limit is $250,000 ($245,000
    for 2011);
..   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 $17,000 in 2012 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 2012. 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, you may
 purchase an Annuity for a Roth IRA in connection with a "rollover" of amounts
 of another traditional IRA, SEP, SIMPLE-IRA, employer sponsored retirement
 plan (under sections 401(a) or 403(b) of the Code) or Roth IRA; or, if you
 meet certain income limitations, 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. The conversion of non-Roth
 accounts 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. 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 $17,000 in 2012. 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 2012. 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).

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 In any event, you must begin receiving distributions from your TDA by
 April 1st of the calendar year after the calendar year you turn age 70 1/2 or
 retire, whichever is later. These distribution limits do not apply either to
 transfers or exchanges of investments under the contract, or to any "direct
 transfer" of your interest in the contract to another employer's TDA plan or
 mutual fund "custodial account" described under Code Section 403(b)(7).
 Employer contributions to TDAs are subject to the same general contribution,
 nondiscrimination, and minimum participation rules applicable to "qualified"
 retirement plans.

 CAUTION: Under 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.

 CHARITABLE IRA DISTRIBUTIONS.
 The Pension Protection Act of 2006 included a charitable giving incentive
 permitting tax-free IRA distributions for charitable purposes. The Tax Relief,
 Unemployment Insurance Reauthorization, and Job Creation Act of 2010 extended
 this provision until the end of 2011. As of 2012, this provision expired and
 has not been extended. It is possible Congress will extend this provision
 retroactively to include some or all of 2012.

 For distributions in tax years beginning after 2005 and before 2012, the Act
 provides an exclusion from gross income, up to $100,000 for otherwise taxable
 IRA distributions from a traditional or Roth IRA that are qualified charitable
 distributions. To constitute a qualified charitable distribution, the
 distribution must be made (1) directly by the IRA trustee to certain qualified
 charitable organizations and (2) on or after the date the IRA owner attains
 age 70 1/2. Distributions that are excluded from income under this provision
 are not taken into account in determining the individual's deductions, if any,
 for charitable contributions.

 The IRS has indicated that an IRA trustee is not responsible for determining
 whether a distribution to a charity is one that satisfies the requirements for
 the new income tax exclusion added by the Pension Protection Act. As a result
 the general rules for reporting IRA distributions apply.

 REQUIRED DISTRIBUTIONS UPON YOUR DEATH FOR QUALIFIED ANNUITY CONTRACTS Upon
 your death under an IRA, Roth IRA, 403(b) or other employer sponsored plan,
 the designated Beneficiary may generally elect to continue the contract and
 receive required minimum distributions under the contract instead of receiving
 the death benefit in a single payment. The available payment options will
 depend on whether you die before the date required minimum distributions under
 the Code were to begin, whether you have named a designated Beneficiary and
 whether that Beneficiary is your surviving spouse.
..   If you die after a designated Beneficiary has been named, the death benefit
    must be distributed by December 31st of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life expectancy of the designated Beneficiary (as long
    as payments begin by December 31st of the year following the year of
    death). However, if your surviving spouse is the Beneficiary, the death
    benefit can be paid out over the life or life expectancy

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

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

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

 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.

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 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.

                                      122




                               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 2.0) 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, 2011, 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, Alerus Retirement Solutions (qualified plan
 administrator), State Street Financial Center One, Lincoln Street, Boston, MA
 02111, Aprimo (fulfillment of marketing materials), 510 East 96/th/ Street,
 Suite 300, Indianapolis, IN 46240, Aplifi (order entry systems provider)
 located at 555 SW 12th Ave, Suite 202, Pompano Beach, FL 33069, Broadridge
 Investor Communication Solutions, Inc. (proxy tabulation services), 51
 Mercedes Way, Edgewood, NY 11717, Consona (maintenance and storage of
 administrative documents), 333 Allegheny Avenue, Suite 301 North, Oakmont, PA
 15139-2066, Depository Trust & Clearing Corporation (clearing and settlement
 services), 55 Water Street, 26/th/ Floor, New York, NY 10041, DG3 North
 America, Inc. (proxy and prospectus printing and mailing services), 100 Burma
 Road, Jersey City, NJ 07305, DST Systems, Inc. (clearing and settlement
 services), 4900 Main, 7/th/ Floor, Kansas City, MO 64112, EBIX, Inc.
 (order-entry system), 5 Concourse Parkway, Suite 3200, Atlanta, GA 30328,
 ExlService Holdings, Inc., (administration of annuity contracts), 350 Park
 Avenue, 10th Floor, New York, NY 10022, Diversified Information Technologies
 Inc. (records management), 123 Wyoming Avenue, Scranton, PA 18503, Fiserv
 (composition, printing and mailing of confirmation and quarterly statements),
 881 Main Street, Manchester, CT 06040, Fosdick Fulfillment Corp. (fulfillment
 of prospectuses and marketing materials), 26 Barnes Industrial Park Road,
 North Wallingford, CT 06492, Insurance Technologies (annuity illustrations),
 38120 Amrhein Ave., Livonia, MI 48150, Morningstar Associates LLC (asset
 allocation recommendations) , 225 West Wacker Drive Chicago, IL 60606,
 National Financial Services (clearing and settlement services), NEPS, LLC
 (composition, printing, and mailing of contracts and benefit documents), 12
 Manor Parkway, Salem, NJ 03079, Pershing LLC (order-entry systems provider),
 One Pershing Plaza, Jersey City, NJ 07399, RR Donnelley Receivables, Inc.
 (printing annual reports and prospectuses), 111 South Wacker Drive, Chicago,
 IL 60606-4301, Skywire Software (composition, printing, and mailing of
 contracts and benefit documents), 150 Post Street, Suite 500, San Francisco,
 CA 94108, VG Reed & Sons, Inc. (printing and fulfillment of annual reports),
 1002 South 12th Street, Louisville, KY 40210, William B. Meyer (printing and
 fulfillment of prospectuses and marketing materials), 255 Long Beach
 Boulevard, Stratford, CT 06615, Right Now Technologies (business information
 repository), 136 Enterprise Blvd, Bozeman, MT 59718, The Harty Press (print
 vendor for client communications) 25 James Street, New Haven, CT 06513.

 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

                                      123




 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, 2011) that we receive is equal to 0.40% 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.

                                      124





 During 2011, with regard to amounts that were paid under these kinds of
 arrangements described immediately above, the amounts ranged from
 approximately $125 to approximately $789,756. 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 exemption does not
 apply to the AST Franklin Templeton Founding Funds Allocation Portfolio;
 shareholder approval of new subadvisory agreements for this Portfolio only is
 required. 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 generally send a confirmation statement to you each time a
 financial 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

                                      125




 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 or copies of reports previously sent. We reserve the right to charge
 $50 for each such additional or previously sent report, but may waive that
 charge in the future. We will also send an annual report and a semi-annual
 report containing applicable financial statements for the portfolios to Owners
 or, with your prior consent, make such documents available electronically
 through our Internet Website or other electronic means.

 DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE
 Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
 Prudential Annuities, Inc., is the distributor and principal underwriter of
 the annuities offered through this prospectus. PAD acts as the distributor of
 a number of annuity and life insurance products. PAD's principal business
 address is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered
 as a broker-dealer under the Securities Exchange Act of 1934 (Exchange Act),
 and is a member of the Financial Industry Regulatory Authority (FINRA). Each
 Annuity is offered on a continuous basis. PAD enters into distribution
 agreements with broker/dealers who are registered under the Exchange Act and
 with entities that may offer the Annuities but are exempt from registration
 (firms). Applications for each Annuity are solicited by registered
 representatives of those firms. In addition, PAD may offer the Annuity
 directly to potential purchasers.

 Under the selling agreements, 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 (e.g., gifts, occasional meals and entertainment,
 sponsorship of training and due diligence events). 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, 2011) received payment
 with respect to our annuity business generally during 2011 (or as to which a
 payment amount was accrued during 2011). 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 2011, the least
 amount paid, and greatest

                                      126




 amount paid, were $19.35 and $6,443,077.91, 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 2011
 retrospective depiction.

 NAME OF FIRM:


                                                                                 
  1/st/ Global Capital Corp.                  Capital Investment Group, Inc.             First Brokerage America, LLC
  1934 Group                                  Capital One Investment Services, LLC       FIRST CITIZENS INVESTOR
  Aaron Industries                            Capital Securities Management              SERVICES INC
  Advantage Fire Sprinkler Co.                Castner Josephs Retirement Group           First Financial Equity Corp.
  Aegon Transamerica                          CBIZ                                       First Heartland Capital, Inc.
  A.G. Edwards & Sons, Inc.                   CCF Investments, Inc.                      First Merit Investments
  Afore ING                                   Centaurus Financial, Inc.                  First Southeast Investor Services
  AIG Financial Advisors Inc                  CFD Investments, Inc.                      First State Financial Management
  Allen & Company of Florida, Inc.            Charter One Bank (Cleveland)               First Tennessee Brokerage, Inc
  Alliance Bernstein L.P.                     Chase Investment Services                  First Trust Portfolios L.P.
  Allstate Financial Srvcs, LLC               Citigroup Global Markets Inc.              First Western Advisors
  American Century                            Citizens Bank and Trust Company            Florida Investment Advisers
  American Independent Marketing              Clairmont Oaks                             Foothill Securities, Inc.
  AMERICAN PORTFOLIO FIN SVCS                 CLS Investments                            Forrester Research
  INC                                         COMERICA SECURITIES, INC.                  Fortune Financial Services, Inc.
  Ameriprise Financial, Inc. Total            Commonwealth Financial Network             Franklin Templeton
  Ameritas Investment Corp.                   Compak Securities                          FROST BROKERAGE SERVICES
  ANCHOR BAY SECURITIES, LLC                  Compass Bank Wealth Management             FSC Securities Corp.
  ARETE WEALTH MANAGEMENT                     Group                                      G.A. Repple & Company
  Arlington Securities, Inc.                  Crescent Securities Group                  GATX Southern Star Agency
  Arque Capital, Ltd.                         Crown Capital Securities, L.P.             Garden State Securities, Inc.
  ARVEST ASSET MANAGEMENT                     CUNA Brokerage Svcs, Inc.                  Gary Goldberg & Co., Inc.
  ASKAR CORPORATION                           CUSO Financial Services, L.P.              Geneos Wealth Management, Inc.
  AUSDAL FINANCIAL PARTNERS,                  D.A. Davidson                              Genworth Financial Securities
  INC.                                        David A. Noyes & Company                   Corporation
  AXA Advisors, LLC                           Delta Equity                               Girard Securities, Inc.
  BancorpSouth Investment Services, Inc.      Dempsey Lord Smith, LLC                    Golden Years Advisors
  Banc of America Invest.Svs(SO)              Deutsche Bank                              Goldman Sachs & Co.
  BBVA Compass Investment Solutions,          DeWaay Financial Network, LLC              Great American Advisors, Inc.
  Inc.                                        Eaton Vance                                Great American Investors, Inc.
  Ballew Investments                          EDI Financial                              GWN Securities, Inc.
  Bank of the West                            Edward Jones & Co.                         H. Beck, Inc.
  Battery Ventures                            ELLIOTT DAVIS BROKERAGE                    HBW SECURITIES LLC
  BB&T Investment Services, Inc.              SERVICES, LLC                              HD Associates
  BCG Companies                               Equitrust                                  H.D. Vest Investment
  BCG Securities, Inc.                        Equity Services, Inc.                      Hantz Financial Services,Inc.
  Beaconsfield Financial Services             ESSEX FINANCIAL SERVICES,                  HARBOR FINANCIAL SERVICES
  Berthel Fisher & Company                    INC.                                       LLC
  BlackRock Financial Management Inc.         Evergreen Consulting                       Harbour Investments, Inc.
  Broker Dealer Financial Services            Federated Investors                        Harmon Dennis Bradshaw
  Brookstone Financial Services               Fidelity Investments                       Hartford Life Insurance Company
  Brown Builders                              Fifth Third Securities, Inc.               Harvest Capital, LLC
  Cadaret, Grant & Co., Inc.                  FINANCIAL ADVISERS OF                      Hazard & Siegel, Inc.
  Calton & Associates, Inc.                   AMERICA LLC                                Heim, Young & Associates, Inc.
  Cambridge Investment Research, Inc.         Financial Network Investment               Horizon Investments
  Cambridge Legacy Securities, LLC            Financial Planning Consultants             Hornor, Townsend & Kent, Inc.
  Cantella & Co., Inc.                        Financial Security Management, Inc.        HSBC
  CAPE SECURITIES, INC.                       Financial Telesis Inc.                     Huntleigh Securities
  Capital Advisors                            Financial West Group                       ICC
  Capital Analysts                            Fintegra, LLC                              IMS Securities
  Capital Financial Services, Inc.            First Allied Securities Inc                Independent Financial Grp, LLC
  CAPITAL GROWTH RESOURCES                    First American Insurance Underwriters      IFS (Industry Fund Services)
  Capital Guardian                            (FAIU)                                     Impact Speakers


                                      127





                                                                               
  Infinex Investments, Inc.                   Neuberger Berman                         SMH Capital, Inc.
  ING Financial Partners, LLC                 New Alliance Bank                        Southwest Securities, Inc.
  Institutional Securities Corp.              New England Securities Corp.             SPIRE SECURITIES LLC
  INTERCAROLINA FINANCIAL                     New York Life                            STERLING MONROE SECURITIES
  SERVICES, INC.                              Newbridge Securities Corp.               LLC
  Intersecurities, Inc                        Newport Coast Securities                 Sterne Agee Financial Services, Inc.
  Intervest International Equities Corp.      Next Financial Group, Inc.               Stifel Nicolaus & Co.
  Invest Financial Corporation                NFP Securities, Inc.                     STRATEGIC FIN ALLIANCE INC
  Investacorp                                 North Ridge Securities Corp.             Summit Brokerage Services, Inc
  Investment Centers of America               NPB Financial Group, LLC                 Summit Equities, Inc.
  Investment Professionals                    OneAmerica Securities, Inc.              Summit Financial
  Investors Capital Corporation               One Resource Group                       Sunset Financial Services, Inc
  Investors Security Co, Inc.                 OPPENHEIMER & CO, INC.                   SunTrust Investment Services, Inc.
  ISG Equity Sales                            Pacific West Securities, Inc.            SWBC Investment Services
  JHS Capital                                 Packerland Brokerage Services, Inc.      SWS Financial Services, Inc
  J.J.B. Hilliard Lyons, Inc.                 Park Avenue Securities, LLC              SYMETRA INVESTMENT
  J.P. Morgan                                 Paulson Investment Co., Inc.             SERVICES INC
  J.P. Turner & Company, LLC                  PIMCO                                    Syndicated
  J.W. Cole Financial, Inc.                   PlanMember Securities Corp.              T. Rowe Price Group, Inc.
  Jack Cramer & Associates                    PNC Investments, LLC                     TFS Securities, Inc.
  Janney Montgomery Scott, LLC.               Presidential Brokerage, Inc.             The Capital Group Securities, Inc.
  Jennison Associates, LLC                    Prime Capital Services, Inc.             The Investment Center
  John Hancock                                PRIMEVEST FINANCIAL                      The O.N. Equity Sales Co.
  Key Bank                                    SERVICES                                 The Prudential Insurance Company of
  KEY INVESTMENT SERVICES LLC                 Principal Financial Group                America
  Klosterman Baking                           Princor Financial Services Corp.         The Wharton School
  KMS Financial Services, Inc.                Private Client Services, LLC             Tower Square Securities, Inc.
  Kovack Securities, Inc.                     ProEquities                              TransAmerica Financial Advisors, Inc.
  LaSalle St. Securities, LLC                 Prospera Financial Services, Inc.        Triad Advisors, Inc.
  Leaders Group Inc.                          Pruco Securities, LLC                    Trustmont Financial Group, Inc.
  Legend Equities Corporation                 Purshe Kaplan Sterling Investments       UBS Financial Services, Inc.
  Legg Mason                                  QA3 Financial Corp.                      UNIONBANC INVESTMENT SERV,
  Leigh Baldwin & Company, LLC                Quest Financial Services                 LLC
  Lincoln Financial Advisors                  Questar Capital Corporation              United Planners Fin. Serv.
  Lincoln Financial Securities                Raymond James & Associates               USA Financial Securities Corp.
  Corporation                                 Raymond James Financial Svcs             US Bank
  Lincoln Investment Planning                 RBC CAPITAL MARKETS                      UVEST Fin'l Srvcs Group, Inc.
  Lord Abbett                                 CORPORATION                              VALIC Financial Advisors, Inc
  LPL Financial Corporation                   Resource Horizons Group                  Valmark Securities, Inc.
  LSG Financial Services                      Ridgeway & Conger, Inc.                  Veritrust Financial LLC
  M3 Insurance Solutions, Inc.                RNR Securities, LLC                      VFinance Investments
  M Holdings Securities, Inc                  Robert W. Baird & Co., Inc.              VSR Financial Services, Inc.
  Main Street Securities, LLC                 Royal Alliance Associates                WADDELL & REED INC.
  Mason Wells                                 Royal Bank of Scotland                   Wall Street Financial Group
  Merrill Lynch, P,F,S                        Sagemark Consulting                      Walnut Street Securities, Inc.
  Merritt Wealth Strategies                   SAGEPOINT FINANCIAL, INC.                WAYNE HUMMER INVESTMENTS
  MetLife                                     Sage Rutty & Co., Inc.                   LLC
  MFS                                         Sammons Securities Co., LLC              Wedbush Morgan Securities
  Michigan Securities, Inc.                   Sanders Morris Harris Inc.               Wells Fargo Advisors LLC
  Mid-Atlantic Capital Corp.                  SAUNDERS RETIREMENT                      WELLS FARGO ADVISORS LLC -
  Milkie Ferguson Investments                 ADVISORS INC                             WEALTH
  MML Investors Services, Inc.                SCF Securities, Inc.                     WFG Investments, Inc.
  Money Concepts Capital Corp.                Schroders Investment Management          Wilbanks Securities, Inc.
  Montgomery Agency                           Scott & Stringfellow, Inc.               Williams Financial Group
  Morgan Keegan & Company                     Seacoast Capital                         Woodbury Financial Services
  Morgan Stanley Smith Barney                 Securian Financial Svcs, Inc.            Woodstock Financial
  MTL Equity Products, Inc.                   Securities America, Inc.                 Workman Securities Corporation
  Multi Financial Securities Crp              Securities Service Network               World Equity Group, Inc.
  National Planning Corporation               Sigma Financial Corporation              World Group Securities, Inc.
  National Securities Corp.                   Signator Investors, Inc.                 WRP Investments, Inc
  Nationwide Securities, LLC                  SII Investments, Inc.
  Navigator Financial                         Silver Oaks Securities


                                      128





 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
 We are subject to legal and regulatory actions in the ordinary course of our
 business. Our pending legal and regulatory actions may include proceedings
 specific to us and proceedings generally applicable to business practices in
 the industry in which we operate. We are 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. We are subject to litigation involving commercial disputes with
 counterparties or partners and class action lawsuits and other litigation
 alleging, among other things, that we 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. We may be a defendant in, or be contractually
 responsible to third parties for, class action lawsuits and individual
 litigation arising from our operations, including claims for breach of
 contract. We are also subject to litigation arising out of our general
 business activities, such as our 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 us and our
 products. In addition, we, along with other participants in the businesses in
 which we engage, may be subject from time to time to investigations,
 examinations and inquiries, in some cases industry-wide, concerning issues or
 matters upon which such regulators have determined to focus. In some of our
 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.

 In December 2010, a purported state-wide class action complaint, Phillips v.
 Prudential Financial, Inc., was filed in the Circuit Court of the First
 Judicial Circuit, Williamson County, Illinois. The complaint makes claims of
 breach of contract, breaches of fiduciary duty, and violation of Illinois law
 on behalf of a class of Illinois residents whose death benefits were settled
 by retained assets accounts and seeks damages and disgorgement of profits. In
 January 2011, the case was removed to the United States District Court for the
 Southern District of Illinois. In March 2011, the complaint was amended to
 drop Prudential Financial as a defendant and add Pruco Life as a defendant.
 The matter is now captioned Phillips v. Prudential Insurance and Pruco Life
 Insurance Company. In April 2011, a motion to dismiss the amended complaint
 was filed. In November 2011, the complaint was dismissed and the dismissal
 appealed in December 2011.

 In July 2010, Pruco Life, along with other life insurance industry
 participants, received a formal request for information from the State of New
 York Attorney General's Office in connection with its investigation into
 industry practices relating to the use of retained asset accounts. In August
 2010, Pruco Life received a similar request for information from the State of
 Connecticut Attorney General's Office. Pruco Life is cooperating with these
 investigations. Pruco Life has also been contacted by state insurance
 regulators and other governmental entities, including the U.S. Department of
 Veterans Affairs and Congressional committees regarding retained asset
 accounts. These matters may result in additional investigations, information
 requests, claims, hearings, litigation, adverse publicity and potential
 changes to business practices.

 In January 2012, a qui tam action on behalf of the State of Illinois, Total
 Asset Recovery Services v. Met Life Inc, et al., Prudential Financial, Inc.,
 The Prudential Insurance Company of America, and Prudential Holdings, LLC,
 filed in the Circuit Court of Cook

                                      129




 County, Illinois, was served on Pruco Life. The complaint alleges that Pruco
 Life failed to escheat life insurance proceeds to the State of Illinois in
 violation of the Illinois False Claims Whistleblower Reward and Protection Act
 and seeks injunctive relief, compensatory damages, civil penalties, treble
 damages, prejudgment interest, attorneys' fees and costs. In March 2012, a qui
 tam action on behalf of the State of Minnesota, Total Asset Recovery v.
 MetLife Inc., et al., Prudential Financial Inc., The Prudential Insurance
 Company of America and Prudential Holdings, Inc., filed in the Fourth Judicial
 District, Hennepin County, in the State of Minnesota was served on Pruco Life.
 The complaint alleges that Pruco Life failed to escheat life insurance
 proceeds to the State of Minnesota in violation of the Minnesota False Claims
 Act and seeks injunctive relief, compensatory damages, civil penalties, treble
 damages, prejudgment interest, attorneys' fees and costs.

 In January 2012, a Global Resolution Agreement entered into by Pruco Life and
 a third party auditor became effective upon its acceptance by the unclaimed
 property departments of 20 states and jurisdictions. Under the terms of the
 Global Resolution Agreement, the third party auditor acting on behalf of the
 signatory states will compare expanded matching criteria to the Social
 Security Master Death File ("SSMDF") to identify deceased insureds and
 contract holders where a valid claim has not been made. In February 2012, a
 Regulatory Settlement Agreement entered into by Pruco Life to resolve a
 multi-state market conduct examination regarding its adherence to state claim
 settlement practices became effective upon its acceptance by the insurance
 departments of 20 states and jurisdictions. The Regulatory Settlement
 Agreement applies prospectively and requires Pruco Life to adopt and implement
 additional procedures comparing its records to the SSMDF to identify unclaimed
 death benefits and prescribes procedures for identifying and locating
 beneficiaries once deaths are identified. Other jurisdictions that are not
 signatories to the Regulatory Settlement Agreement are considering proposals
 that would apply prospectively and require life insurance companies to take
 additional steps to identify unreported deceased policy and contract holders.
 These prospective changes and any escheatable property identified as a result
 of the audits and inquiries could result in: (1) additional payments of
 previously unclaimed death benefits; (2) the payment of abandoned funds to
 U.S. jurisdictions; and (3) changes in Pruco Life's practices and procedures
 for the identification of escheatable funds and beneficiaries, which would
 impact claim payments and reserves, among other consequences.

 Pruco Life is one of several companies subpoenaed by the New York Attorney
 General regarding its unclaimed property procedures. Additionally, the New
 York Department of Insurance ("NYDOI") has requested that 172 life insurers
 (including Pruco Life) provide data to the NYDOI regarding use of the SSMDF.
 The New York Office of Unclaimed Funds recently notified Pruco Life that it
 intends to conduct an audit of Pruco Life's compliance with New York's
 unclaimed property laws. The Minnesota Attorney General has also requested
 information regarding Pruco Life's use of the SSMDF and its claim handling
 procedures and Pruco Life is one of several companies subpoenaed by the
 Minnesota Department of Commerce, Insurance Division. In February 2012, the
 Massachusetts Office of the Attorney General requested information regarding
 Pruco Life's unclaimed property procedures.

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

 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

 The following are the contents of the Statement of Additional Information:
..   Company
..   Experts
..   Principal Underwriter
..   Payments Made to Promote Sale of Our Products
..   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.

                                      130




   .   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 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.

                                      131




                     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.

 Here, we set forth the historical Unit values corresponding to the lowest
 charge level for each Series and the highest charge level for each Series. In
 the Statement of Additional Information, which is available free of charge, we
 set forth Unit values corresponding to the remaining charge levels.

                          PREMIER RETIREMENT X SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

           ACCUMULATION UNIT VALUES: BASIC DEATH BENEFIT ONLY (1.85%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96776        $10.80355        16,115,236
    01/01/2011 to 12/31/2011                             $10.80355        $10.32201        26,145,020
----------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97845        $10.90934        16,520,147
    01/01/2011 to 12/31/2011                             $10.90934        $10.71983        31,160,927
----------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                             $10.00698        $10.80426           386,068
    01/01/2011 to 12/31/2011                             $10.80426        $10.98336           861,212
----------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98872        $10.76175        19,444,721
    01/01/2011 to 12/31/2011                             $10.76175        $10.43457        30,884,829
----------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                             $9.99847         $9.15446         4,206,004
----------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98607        $10.67822           180,577
    01/01/2011 to 12/31/2011                             $10.67822        $10.42937           927,305
----------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97763        $10.84253        17,802,880
    01/01/2011 to 12/31/2011                             $10.84253        $10.38402        23,039,463
----------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97772        $10.98316         9,422,264
    01/01/2011 to 12/31/2011                             $10.98316        $10.52277        15,912,582
----------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98752        $10.79555         9,993,968
    01/01/2011 to 12/31/2011                             $10.79555        $10.40365        18,489,579
----------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.95986        $11.79603           629,095
    01/01/2011 to 12/31/2011                             $11.79603        $12.34114         1,206,134
----------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97180        $12.16884           408,703
    01/01/2011 to 12/31/2011                             $12.16884        $10.37797           902,020
----------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.99847        $10.89088         6,864,689
    01/01/2011 to 12/31/2011                             $10.89088        $10.42542        12,294,833


                                      A-1






                                                                                                   Number of
                                                               Accumulation     Accumulation      Accumulation
                                                               Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                                Beginning of Period End of Period    End of Period
                                                                                     
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97594        $11.02450        10,460,931
    01/01/2011 to 12/31/2011                                     $11.02450        $10.65807        19,667,799
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96346        $11.51915        12,510,633
    01/01/2011 to 12/31/2011                                     $11.51915        $10.60363        20,525,257
------------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97014        $11.55536           274,439
    01/01/2011 to 12/31/2011                                     $11.55536        $10.77031           415,059
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01847        $10.79024           453,210
    01/01/2011 to 12/31/2011                                     $10.79024        $10.17178           638,844
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99171        $10.77467           523,595
    01/01/2011 to 12/31/2011                                     $10.77467         $9.99185           856,280
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01979        $11.42605           820,867
    01/01/2011 to 12/31/2011                                     $11.42605        $10.88116         1,298,500
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96509        $11.50123         1,034,338
    01/01/2011 to 12/31/2011                                     $11.50123        $11.43580         1,623,604
------------------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98444        $10.77285           781,633
    01/01/2011 to 12/31/2011                                     $10.77285        $10.90929         1,470,127
------------------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97670        $10.88236         5,496,657
    01/01/2011 to 12/31/2011                                     $10.88236        $10.62051        10,013,676
------------------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98821        $10.71140         7,230,953
    01/01/2011 to 12/31/2011                                     $10.71140        $10.46023        12,879,029
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92930        $11.26762           429,967
    01/01/2011 to 12/31/2011                                     $11.26762         $9.63007           601,698
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92917        $10.80592           418,182
    01/01/2011 to 12/31/2011                                     $10.80592         $9.27520           737,258
------------------------------------------------------------------------------------------------------------------
AST INVESTMENT GRADE BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.00670        $10.61020            41,027
    01/01/2011 to 12/31/2011                                     $10.61020        $11.71022       110,706,033
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97132        $10.78687           233,153
    01/01/2011 to 12/31/2011                                     $10.78687        $10.65776           635,357
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97163        $10.57122           430,116
    01/01/2011 to 12/31/2011                                     $10.57122         $9.76664           690,215
------------------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92182        $10.56777           725,442
    01/01/2011 to 12/31/2011                                     $10.56777         $9.42340         1,083,762
------------------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99847        $10.59781         5,623,269
    01/01/2011 to 12/31/2011                                     $10.59781        $10.42630        11,769,393


                                      A-2






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99045        $10.62894           264,381
    01/01/2011 to 12/31/2011                              $10.62894         $9.99613           458,796
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98864        $10.83202           445,793
    01/01/2011 to 12/31/2011                              $10.83202        $11.71326         3,851,027
-----------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99257        $11.31652           599,023
    01/01/2011 to 12/31/2011                              $11.31652        $11.00602           954,711
-----------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98760        $10.90539           654,025
    01/01/2011 to 12/31/2011                              $10.90539        $10.36861         1,170,710
-----------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99847        $10.88101           254,897
    01/01/2011 to 12/31/2011                              $10.88101        $10.61657           334,532
-----------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98873        $11.51238           387,296
    01/01/2011 to 12/31/2011                              $11.51238        $10.90968           608,066
-----------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99847         $9.85245         1,640,205
    01/01/2011 to 12/31/2011                               $9.85245         $9.67264         3,774,781
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.02838        $10.06723           112,651
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.95876        $11.93497           593,887
    01/01/2011 to 12/31/2011                              $11.93497        $11.91206         1,202,261
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97289        $11.43803           286,843
    01/01/2011 to 04/29/2011                              $11.43803        $12.82105                 0
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99102        $11.24476           814,527
    01/01/2011 to 12/31/2011                              $11.24476        $10.76281         1,232,918
-----------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.93894        $11.68593         1,551,512
    01/01/2011 to 12/31/2011                              $11.68593         $9.14486         1,985,084
-----------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00789        $10.09014           894,555
    01/01/2011 to 12/31/2011                              $10.09014        $10.12632         1,902,630
-----------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00681        $10.36307        12,788,956
    01/01/2011 to 12/31/2011                              $10.36307        $10.49495        20,127,075
-----------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98943        $10.60667        18,134,321
    01/01/2011 to 12/31/2011                              $10.60667        $10.51438        39,410,414
-----------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.01839        $10.06713           216,960
-----------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99847        $10.90109           147,522
    01/01/2011 to 12/31/2011                              $10.90109        $11.06966           279,830


                                      A-3






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99847         $8.88788         2,470,946
-------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98235        $10.77457        12,822,769
    01/01/2011 to 12/31/2011                                $10.77457        $10.21799        20,814,989
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96085        $12.62928           506,068
    01/01/2011 to 12/31/2011                                $12.62928        $12.27464         1,125,305
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96428        $11.47783           380,118
    01/01/2011 to 12/31/2011                                $11.47783        $10.59244           622,032
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99216        $10.70296        19,296,637
    01/01/2011 to 12/31/2011                                $10.70296        $10.71365        39,420,262
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98581        $10.54809           376,764
    01/01/2011 to 12/31/2011                                $10.54809        $10.18355           509,407
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98015        $10.32114           717,496
    01/01/2011 to 12/31/2011                                $10.32114        $10.54828         1,403,572
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97104        $11.14744         1,309,895
    01/01/2011 to 12/31/2011                                $11.14744        $10.75602         2,008,486
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85972        $11.48747         1,912,053
    01/01/2011 to 12/31/2011                                $11.48747         $9.59315         3,407,102
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99847         $8.82530         2,711,264
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99847        $10.41023         2,255,133
    01/01/2011 to 12/31/2011                                $10.41023        $10.83354         4,205,372
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.97099        $10.65063        14,541,761
    01/01/2011 to 12/31/2011                                $10.65063        $10.27927        21,594,879


 *  Denotes the start date of these sub-accounts

                          PREMIER RETIREMENT X SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

 ACCUMULATION UNIT VALUES: WITH COMBO 5%/HAV AND HD GRO II OR COMBO 5%/HAV AND
                              GRO PLUS II (3.25%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96658        $10.67920          65,586
    01/01/2011 to 12/31/2011                             $10.67920        $10.05801          32,305


                                      A-4






                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                    Beginning of Period End of Period    End of Period
                                                                         
------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.97726        $10.78391           63,320
    01/01/2011 to 12/31/2011                         $10.78391        $10.44570           36,268
------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                         $10.00580        $10.68000                0
    01/01/2011 to 12/31/2011                         $10.68000        $10.70255                0
------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.98754        $10.63801           52,778
    01/01/2011 to 12/31/2011                         $10.63801        $10.16773           41,360
------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                         $9.99728         $9.06646            5,266
------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.98489        $10.55547            6,008
    01/01/2011 to 12/31/2011                         $10.55547        $10.16268            2,215
------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2017
    03/15/2010 to 12/31/2010                          $9.99728        $10.47326            1,077
    01/01/2011 to 12/31/2011                         $10.47326        $11.28966          176,639
------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2018
    03/15/2010 to 12/31/2010                         $10.00599        $10.51568                0
    01/01/2011 to 12/31/2011                         $10.51568        $11.55635          171,789
------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2019
    03/15/2010 to 12/31/2010                          $9.99728        $10.51855                0
    01/01/2011 to 12/31/2011                         $10.51855        $11.80304                0
------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2020
    03/15/2010 to 12/31/2010                         $10.00811        $10.54905                0
    01/01/2011 to 12/31/2011                         $10.54905        $12.11329                0
------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2021
    03/15/2010 to 12/31/2010                         $10.00704        $10.64953                0
    01/01/2011 to 12/31/2011                         $10.64953        $12.39610        1,039,227
------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2022
    01/03/2011* to 12/31/2011                         $9.99728        $11.84372           63,992
------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.97645        $10.71790          391,948
    01/01/2011 to 12/31/2011                         $10.71790        $10.11846          164,486
------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.97654        $10.85687          281,346
    01/01/2011 to 12/31/2011                         $10.85687        $10.25378          119,373
------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.98634        $10.67150           21,946
    01/01/2011 to 12/31/2011                         $10.67150        $10.13769           17,203
------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.95867        $11.66051            2,513
    01/01/2011 to 12/31/2011                         $11.66051        $12.02580            1,025
------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.97062        $12.02896           63,773
    01/01/2011 to 12/31/2011                         $12.02896        $10.11241           19,152
------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                          $9.99728        $10.76559           53,525
    01/01/2011 to 12/31/2011                         $10.76559        $10.15880           27,393


                                      A-5






                                                                                                   Number of
                                                               Accumulation     Accumulation      Accumulation
                                                               Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                                Beginning of Period End of Period    End of Period
                                                                                     
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97476        $10.89777          41,613
    01/01/2011 to 12/31/2011                                     $10.89777        $10.38550          35,895
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96228        $11.38660          63,452
    01/01/2011 to 12/31/2011                                     $11.38660        $10.33249          33,759
------------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96896        $11.42258           7,260
    01/01/2011 to 12/31/2011                                     $11.42258        $10.49505           2,154
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01728        $10.66626           6,841
    01/01/2011 to 12/31/2011                                     $10.66626         $9.91176           2,303
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99053        $10.65075             599
    01/01/2011 to 12/31/2011                                     $10.65075         $9.73635             169
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01861        $11.29475           9,481
    01/01/2011 to 12/31/2011                                     $11.29475        $10.60285           5,877
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96391        $11.36904          37,088
    01/01/2011 to 12/31/2011                                     $11.36904        $11.14341          10,062
------------------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98326        $10.64904           1,088
    01/01/2011 to 12/31/2011                                     $10.64904        $10.63061             391
------------------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97552        $10.75721          50,255
    01/01/2011 to 12/31/2011                                     $10.75721        $10.34891          24,771
------------------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98703        $10.58812          39,331
    01/01/2011 to 12/31/2011                                     $10.58812        $10.19269          24,837
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92811        $11.13809           5,276
    01/01/2011 to 12/31/2011                                     $11.13809         $9.38377           2,037
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92798        $10.68170           1,162
    01/01/2011 to 12/31/2011                                     $10.68170         $9.03790           1,326
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97014        $10.66273           9,443
    01/01/2011 to 12/31/2011                                     $10.66273        $10.38511           2,812
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97045        $10.44965           2,613
    01/01/2011 to 12/31/2011                                     $10.44965         $9.51676             948
------------------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92064        $10.44626             237
    01/01/2011 to 12/31/2011                                     $10.44626         $9.18224             371
------------------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99728        $10.47594          23,043
    01/01/2011 to 12/31/2011                                     $10.47594        $10.15974          12,836
------------------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98927        $10.50667           1,704
    01/01/2011 to 12/31/2011                                     $10.50667         $9.74042             962


                                      A-6






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98746        $10.70748             216
    01/01/2011 to 12/31/2011                              $10.70748        $11.41401           7,417
-----------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99139        $11.18639           3,660
    01/01/2011 to 12/31/2011                              $11.18639        $10.72467           1,261
-----------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98642        $10.78001          10,730
    01/01/2011 to 12/31/2011                              $10.78001        $10.10344           5,029
-----------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99728        $10.75587           6,141
    01/01/2011 to 12/31/2011                              $10.75587        $10.34505           2,234
-----------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98755        $11.37997          33,871
    01/01/2011 to 12/31/2011                              $11.37997        $10.63064          11,219
-----------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99729         $9.73891           7,345
    01/01/2011 to 12/31/2011                               $9.73891         $9.42516          42,315
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.02720        $10.04231               0
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.95758        $11.79780           4,654
    01/01/2011 to 12/31/2011                              $11.79780        $11.60753           3,614
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97171        $11.30656               0
    01/01/2011 to 04/29/2011                              $11.30656        $12.61446               0
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98984        $11.11549          36,520
    01/01/2011 to 12/31/2011                              $11.11549        $10.48759          12,178
-----------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.93776        $11.55161          13,074
    01/01/2011 to 12/31/2011                              $11.55161         $8.91087           2,840
-----------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00671         $9.97411           1,448
    01/01/2011 to 12/31/2011                               $9.97411         $9.86766             544
-----------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00563        $10.24378         190,185
    01/01/2011 to 12/31/2011                              $10.24378        $10.22662         107,961
-----------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98825        $10.48476         258,537
    01/01/2011 to 12/31/2011                              $10.48476        $10.24577         148,696
-----------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.01721        $10.04222               0
-----------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99728        $10.77565               0
    01/01/2011 to 12/31/2011                              $10.77565        $10.78653               0
-----------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                              $9.99728         $8.80236               0


                                      A-7






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98117        $10.65078          56,983
    01/01/2011 to 12/31/2011                                $10.65078         $9.95693          55,318
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95967        $12.48393          57,911
    01/01/2011 to 12/31/2011                                $12.48393        $11.96054          13,558
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96310        $11.34575          33,429
    01/01/2011 to 12/31/2011                                $11.34575        $10.32143           8,067
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99098        $10.57983         150,188
    01/01/2011 to 12/31/2011                                $10.57983        $10.43968          82,958
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98463        $10.42678           1,049
    01/01/2011 to 12/31/2011                                $10.42678         $9.92304             396
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97897        $10.20242             946
    01/01/2011 to 12/31/2011                                $10.20242        $10.27861           8,726
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96986        $11.01931           8,318
    01/01/2011 to 12/31/2011                                $11.01931        $10.48112           2,700
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85854        $11.35536          14,109
    01/01/2011 to 12/31/2011                                $11.35536         $9.34768           6,503
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99728         $8.74046             939
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99728        $10.29052          18,664
    01/01/2011 to 12/31/2011                                $10.29052        $10.55671          18,479
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.96981        $10.52821         310,853
    01/01/2011 to 12/31/2011                                $10.52821        $10.01633         139,694


 *  Denotes the start date of these sub-accounts

                          PREMIER RETIREMENT B SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

           ACCUMULATION UNIT VALUES: BASIC DEATH BENEFIT ONLY (1.30%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96822        $10.85224        26,061,580
    01/01/2011 to 12/31/2011                             $10.85224        $10.42656        42,594,262
----------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97890        $10.95858        23,763,450
    01/01/2011 to 12/31/2011                             $10.95858        $10.82832        47,458,243


                                      A-8






                                                                                                   Number of
                                                               Accumulation     Accumulation      Accumulation
                                                               Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                                Beginning of Period End of Period    End of Period
                                                                                     
------------------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.00744        $10.85287           814,994
    01/01/2011 to 12/31/2011                                     $10.85287        $11.09452         1,473,637
------------------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98918        $10.81032        31,826,087
    01/01/2011 to 12/31/2011                                     $10.81032        $10.54027        51,822,696
------------------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                                     $9.99892         $9.18873         9,845,067
------------------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98653        $10.72651           198,561
    01/01/2011 to 12/31/2011                                     $10.72651        $10.53507         1,075,827
------------------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97809        $10.89145        27,069,366
    01/01/2011 to 12/31/2011                                     $10.89145        $10.48915        37,814,832
------------------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97818        $11.03265        15,257,174
    01/01/2011 to 12/31/2011                                     $11.03265        $10.62929        26,726,585
------------------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98798        $10.84421        18,706,448
    01/01/2011 to 12/31/2011                                     $10.84421        $10.50892        34,942,290
------------------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96031        $11.84909           846,857
    01/01/2011 to 12/31/2011                                     $11.84909        $12.46608         1,407,302
------------------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97226        $12.22363           439,021
    01/01/2011 to 12/31/2011                                     $12.22363        $10.48304         1,124,729
------------------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99892        $10.93987         8,078,952
    01/01/2011 to 12/31/2011                                     $10.93987        $10.53088        16,343,076
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97640        $11.07430        15,657,160
    01/01/2011 to 12/31/2011                                     $11.07430        $10.76605        30,056,901
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96392        $11.57100        16,326,236
    01/01/2011 to 12/31/2011                                     $11.57100        $10.71112        27,779,420
------------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97060        $11.60747           367,927
    01/01/2011 to 12/31/2011                                     $11.60747        $10.87942           646,128
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01892        $10.83890           671,433
    01/01/2011 to 12/31/2011                                     $10.83890        $10.27481           949,802
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99217        $10.82329           770,951
    01/01/2011 to 12/31/2011                                     $10.82329        $10.09318         1,269,237
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.02025        $11.47753         1,040,702
    01/01/2011 to 12/31/2011                                     $11.47753        $10.99121         1,561,424
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96555        $11.55299         1,356,838
    01/01/2011 to 12/31/2011                                     $11.55299        $11.55148         2,116,961


                                      A-9






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98490        $10.82146           792,445
    01/01/2011 to 12/31/2011                              $10.82146        $11.01977         1,710,687
-----------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97716        $10.93142        10,881,087
    01/01/2011 to 12/31/2011                              $10.93142        $10.72799        19,401,400
-----------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98867        $10.75964        12,766,919
    01/01/2011 to 12/31/2011                              $10.75964        $10.56611        22,958,371
-----------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92975        $11.31839           490,015
    01/01/2011 to 12/31/2011                              $11.31839         $9.72769           771,375
-----------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92962        $10.85463           553,463
    01/01/2011 to 12/31/2011                              $10.85463         $9.36922           921,394
-----------------------------------------------------------------------------------------------------------
AST INVESTMENT GRADE BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00716        $10.65798            10,192
    01/01/2011 to 12/31/2011                              $10.65798        $11.82865       157,599,837
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97178        $10.83550           346,402
    01/01/2011 to 12/31/2011                              $10.83550        $10.76565           797,535
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97209        $10.61893           455,800
    01/01/2011 to 12/31/2011                              $10.61893         $9.86566           872,595
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92228        $10.61546         1,262,302
    01/01/2011 to 12/31/2011                              $10.61546         $9.51892         1,916,869
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99892        $10.64561         8,413,230
    01/01/2011 to 12/31/2011                              $10.64561        $10.53196        15,572,403
-----------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99091        $10.67679           376,410
    01/01/2011 to 12/31/2011                              $10.67679        $10.09724           542,453
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98910        $10.88074           427,266
    01/01/2011 to 12/31/2011                              $10.88074        $11.83175         3,033,814
-----------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99303        $11.36749         1,061,189
    01/01/2011 to 12/31/2011                              $11.36749        $11.11743         1,812,224
-----------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98806        $10.95462         1,285,703
    01/01/2011 to 12/31/2011                              $10.95462        $10.47366         2,094,896
-----------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99892        $10.93006           301,992
    01/01/2011 to 12/31/2011                              $10.93006        $10.72407           498,962
-----------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98919        $11.56425           396,950
    01/01/2011 to 12/31/2011                              $11.56425        $11.02019           757,319
-----------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99893         $9.89691         1,375,388
    01/01/2011 to 12/31/2011                               $9.89691         $9.77005         4,326,809


                                     A-10






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                               $10.02883        $10.07694            93,055
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95922        $11.98881           787,294
    01/01/2011 to 12/31/2011                                $11.98881        $12.03274         1,707,248
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97335        $11.48956           355,836
    01/01/2011 to 04/29/2011                                $11.48956        $12.90230                 0
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99148        $11.29548           892,994
    01/01/2011 to 12/31/2011                                $11.29548        $10.87188         1,477,755
-------------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.93940        $11.73867         1,846,677
    01/01/2011 to 12/31/2011                                $11.73867         $9.23763         3,023,669
-------------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.00835        $10.13563           954,564
    01/01/2011 to 12/31/2011                                $10.13563        $10.22893         2,292,661
-------------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.00727        $10.40977        13,733,937
    01/01/2011 to 12/31/2011                                $10.40977        $10.60112        23,130,649
-------------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98989        $10.65463        19,632,210
    01/01/2011 to 12/31/2011                                $10.65463        $10.62112        38,352,053
-------------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                               $10.01884        $10.07683           225,014
-------------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99892        $10.95026           270,360
    01/01/2011 to 12/31/2011                                $10.95026        $11.18180           522,206
-------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99892         $8.92125         1,754,314
-------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98281        $10.82328        19,393,966
    01/01/2011 to 12/31/2011                                $10.82328        $10.32161        32,534,496
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96131        $12.68615           507,467
    01/01/2011 to 12/31/2011                                $12.68615        $12.39878         1,173,374
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96474        $11.52948           303,510
    01/01/2011 to 12/31/2011                                $11.52948        $10.69970           674,683
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99262        $10.75123        31,800,974
    01/01/2011 to 12/31/2011                                $10.75123        $10.82213        63,513,321
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98627        $10.59566           611,914
    01/01/2011 to 12/31/2011                                $10.59566        $10.28660           844,623
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98061        $10.36769           967,701
    01/01/2011 to 12/31/2011                                $10.36769        $10.65495         1,829,798


                                     A-11






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97150        $11.19772         1,785,458
    01/01/2011 to 12/31/2011                                $11.19772        $10.86500         2,911,305
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.86018        $11.53931         1,994,769
    01/01/2011 to 12/31/2011                                $11.53931         $9.69046         3,623,775
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99892         $8.85848         4,979,895
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99892        $10.45725         2,449,201
    01/01/2011 to 12/31/2011                                $10.45725        $10.94324         4,779,811
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.97145        $10.69864        21,975,155
    01/01/2011 to 12/31/2011                                $10.69864        $10.38336        32,929,829


 *  Denotes the start date of these sub-accounts

                          PREMIER RETIREMENT B SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

 ACCUMULATION UNIT VALUES: WITH COMBO 5%/HAV AND HD GRO II OR COMBO 5%/HAV AND
                              GRO PLUS II (2.70%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96704        $10.72802         170,769
    01/01/2011 to 12/31/2011                             $10.72802        $10.16130          80,163
----------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97773        $10.83318         196,565
    01/01/2011 to 12/31/2011                             $10.83318        $10.55300          97,519
----------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                             $10.00626        $10.72883           1,559
    01/01/2011 to 12/31/2011                             $10.72883        $10.81250             487
----------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98800        $10.68666         209,022
    01/01/2011 to 12/31/2011                             $10.68666        $10.27226         133,796
----------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                             $9.99775         $9.10110             939
----------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98536        $10.60379               0
    01/01/2011 to 12/31/2011                             $10.60379        $10.26707             105
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2017
    03/15/2010 to 12/31/2010                              $9.99775        $10.52124          28,782
    01/01/2011 to 12/31/2011                             $10.52124        $11.40570         637,381
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2018
    03/15/2010 to 12/31/2010                             $10.00645        $10.56381               0
    01/01/2011 to 12/31/2011                             $10.56381        $11.67506         349,445


                                     A-12






                                                                                                   Number of
                                                               Accumulation     Accumulation      Accumulation
                                                               Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                                Beginning of Period End of Period    End of Period
                                                                                     
------------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2019
    03/15/2010 to 12/31/2010                                      $9.99775        $10.56667               0
    01/01/2011 to 12/31/2011                                     $10.56667        $11.92426               0
------------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2020
    03/15/2010 to 12/31/2010                                     $10.00857        $10.59733               0
    01/01/2011 to 12/31/2011                                     $10.59733        $12.23769              59
------------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2021
    03/15/2010 to 12/31/2010                                     $10.00751        $10.69820               0
    01/01/2011 to 12/31/2011                                     $10.69820        $12.52320         368,195
------------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2022
    01/03/2011* to 12/31/2011                                     $9.99775        $11.91076          58,451
------------------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97692        $10.76684         214,272
    01/01/2011 to 12/31/2011                                     $10.76684        $10.22230         112,785
------------------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97700        $10.90649          60,433
    01/01/2011 to 12/31/2011                                     $10.90649        $10.35901          33,097
------------------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98681        $10.72024         140,238
    01/01/2011 to 12/31/2011                                     $10.72024        $10.24187          51,420
------------------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.95914        $11.71378          10,696
    01/01/2011 to 12/31/2011                                     $11.71378        $12.14917           3,876
------------------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97108        $12.08395             899
    01/01/2011 to 12/31/2011                                     $12.08395        $10.21630             492
------------------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99775        $10.81480          49,528
    01/01/2011 to 12/31/2011                                     $10.81480        $10.26312          34,198
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97523        $10.94766         125,711
    01/01/2011 to 12/31/2011                                     $10.94766        $10.49225          67,404
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96274        $11.43865         118,155
    01/01/2011 to 12/31/2011                                     $11.43865        $10.43861         104,792
------------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96942        $11.47469           5,561
    01/01/2011 to 12/31/2011                                     $11.47469        $10.60270           1,950
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01775        $10.71494           5,368
    01/01/2011 to 12/31/2011                                     $10.71494        $10.01355           1,368
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99100        $10.69949           3,443
    01/01/2011 to 12/31/2011                                     $10.69949         $9.83638           1,782
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01907        $11.34646           9,036
    01/01/2011 to 12/31/2011                                     $11.34646        $10.71178           3,866
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96438        $11.42102          12,437
    01/01/2011 to 12/31/2011                                     $11.42102        $11.25787           5,011


                                     A-13






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98373        $10.69768           7,053
    01/01/2011 to 12/31/2011                              $10.69768        $10.73964           4,175
-----------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97599        $10.80651          43,981
    01/01/2011 to 12/31/2011                              $10.80651        $10.45528          24,067
-----------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98749        $10.63651          72,494
    01/01/2011 to 12/31/2011                              $10.63651        $10.29738          48,274
-----------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92858        $11.18912           2,179
    01/01/2011 to 12/31/2011                              $11.18912         $9.48026           1,444
-----------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92845        $10.73053           5,116
    01/01/2011 to 12/31/2011                              $10.73053         $9.13080           1,473
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97060        $10.71155             978
    01/01/2011 to 12/31/2011                              $10.71155        $10.49190             691
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97092        $10.49745           1,268
    01/01/2011 to 12/31/2011                              $10.49745         $9.61464             591
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92110        $10.49411           7,494
    01/01/2011 to 12/31/2011                              $10.49411         $9.27676           2,122
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99775        $10.52387         109,605
    01/01/2011 to 12/31/2011                              $10.52387        $10.26420          34,237
-----------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98974        $10.55472               0
    01/01/2011 to 12/31/2011                              $10.55472         $9.84054               5
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98793        $10.75645           3,124
    01/01/2011 to 12/31/2011                              $10.75645        $11.53116           2,250
-----------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99185        $11.23754             269
    01/01/2011 to 12/31/2011                              $11.23754        $10.83471             752
-----------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98688        $10.82935           1,534
    01/01/2011 to 12/31/2011                              $10.82935        $10.20729           1,229
-----------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99775        $10.80508             391
    01/01/2011 to 12/31/2011                              $10.80508        $10.45133             202
-----------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98801        $11.43201           2,869
    01/01/2011 to 12/31/2011                              $11.43201        $10.73996           1,007
-----------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99776         $9.78359           8,153
    01/01/2011 to 12/31/2011                               $9.78359         $9.52209           3,391
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.02766        $10.05209               0


                                     A-14






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95805        $11.85179           6,638
    01/01/2011 to 12/31/2011                                $11.85179        $11.72679           2,775
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97218        $11.35834             150
    01/01/2011 to 04/29/2011                                $11.35834        $12.69571               0
-------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99030        $11.16638           6,135
    01/01/2011 to 12/31/2011                                $11.16638        $10.59540           1,821
-------------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.93823        $11.60441          10,653
    01/01/2011 to 12/31/2011                                $11.60441         $9.00244           4,727
-------------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.00718        $10.01971           1,873
    01/01/2011 to 12/31/2011                                $10.01971         $9.96892           1,154
-------------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.00610        $10.29072         186,153
    01/01/2011 to 12/31/2011                                $10.29072        $10.33172         105,236
-------------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98872        $10.53285         163,174
    01/01/2011 to 12/31/2011                                $10.53285        $10.35103          97,357
-------------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                               $10.01767        $10.05196               0
-------------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99775        $10.82499           1,770
    01/01/2011 to 12/31/2011                                $10.82499        $10.89734             482
-------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99775         $8.83594               0
-------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98163        $10.69944         100,007
    01/01/2011 to 12/31/2011                                $10.69944        $10.05905          75,435
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96013        $12.54113           3,649
    01/01/2011 to 12/31/2011                                $12.54113        $12.08356           1,404
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96356        $11.39766           2,103
    01/01/2011 to 12/31/2011                                $11.39766        $10.42757             600
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99145        $10.62833         209,082
    01/01/2011 to 12/31/2011                                $10.62833        $10.54700         113,620
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98509        $10.47453             429
    01/01/2011 to 12/31/2011                                $10.47453        $10.02508             180
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97944        $10.24908           3,543
    01/01/2011 to 12/31/2011                                $10.24908        $10.38419           2,198
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97033        $11.06962           1,325
    01/01/2011 to 12/31/2011                                $11.06962        $10.58857           2,150


                                     A-15






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85900        $11.40731          27,897
    01/01/2011 to 12/31/2011                                $11.40731         $9.44376           9,596
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99775         $8.77381               0
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99775        $10.33756          19,082
    01/01/2011 to 12/31/2011                                $10.33756        $10.66490           8,732
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.97028        $10.57635         150,872
    01/01/2011 to 12/31/2011                                $10.57635        $10.11938          78,190


 *  Denotes the start date of these sub-accounts

                          PREMIER RETIREMENT L SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

           ACCUMULATION UNIT VALUES: BASIC DEATH BENEFIT ONLY (1.70%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96788        $10.81679        30,764,513
    01/01/2011 to 12/31/2011                             $10.81679        $10.35039        46,928,622
----------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97857        $10.92280        21,103,790
    01/01/2011 to 12/31/2011                             $10.92280        $10.74947        37,358,515
----------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                             $10.00710        $10.81739           751,455
    01/01/2011 to 12/31/2011                             $10.81739        $11.01353         1,598,623
----------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98884        $10.77509        27,529,956
    01/01/2011 to 12/31/2011                             $10.77509        $10.46346        41,400,310
----------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                             $9.99859         $9.16386         8,260,503
----------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98620        $10.69150           120,198
    01/01/2011 to 12/31/2011                             $10.69150        $10.45834           772,322
----------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97776        $10.85587        30,971,093
    01/01/2011 to 12/31/2011                             $10.85587        $10.41265        38,111,848
----------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97784        $10.99668        15,939,271
    01/01/2011 to 12/31/2011                             $10.99668        $10.55184        23,481,024
----------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98765        $10.80894        16,553,746
    01/01/2011 to 12/31/2011                             $10.80894        $10.43243        26,668,098


                                     A-16






                                                                                                   Number of
                                                               Accumulation     Accumulation      Accumulation
                                                               Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                                Beginning of Period End of Period    End of Period
                                                                                     
------------------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.95998        $11.81048           770,699
    01/01/2011 to 12/31/2011                                     $11.81048        $12.37513         1,281,208
------------------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97192        $12.18384           426,864
    01/01/2011 to 12/31/2011                                     $12.18384        $10.40658         1,042,929
------------------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99859        $10.90428         7,385,331
    01/01/2011 to 12/31/2011                                     $10.90428        $10.45421        13,531,447
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97607        $11.03811        13,914,602
    01/01/2011 to 12/31/2011                                     $11.03811        $10.68755        23,859,930
------------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96359        $11.53321        18,771,323
    01/01/2011 to 12/31/2011                                     $11.53321        $10.63290        27,741,061
------------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97026        $11.56952           460,733
    01/01/2011 to 12/31/2011                                     $11.56952        $10.80000           635,517
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01859        $10.80359           658,085
    01/01/2011 to 12/31/2011                                     $10.80359        $10.19990         1,034,751
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99184        $10.78790         1,062,982
    01/01/2011 to 12/31/2011                                     $10.78790        $10.01951         1,349,540
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01991        $11.44014         1,392,125
    01/01/2011 to 12/31/2011                                     $11.44014        $10.91114         1,843,266
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96522        $11.51535         1,228,729
    01/01/2011 to 12/31/2011                                     $11.51535        $11.46720         2,008,504
------------------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98457        $10.78613         1,300,745
    01/01/2011 to 12/31/2011                                     $10.78613        $10.93950         2,241,709
------------------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97683        $10.89582        11,663,970
    01/01/2011 to 12/31/2011                                     $10.89582        $10.64989        19,028,558
------------------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98833        $10.72450        13,413,172
    01/01/2011 to 12/31/2011                                     $10.72450        $10.48895        22,240,645
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92942        $11.28154           747,119
    01/01/2011 to 12/31/2011                                     $11.28154         $9.65674           913,382
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92929        $10.81917           645,449
    01/01/2011 to 12/31/2011                                     $10.81917         $9.30077         1,102,604
------------------------------------------------------------------------------------------------------------------
AST INVESTMENT GRADE BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.00682        $10.62325            11,936
    01/01/2011 to 12/31/2011                                     $10.62325        $11.74255       157,644,524
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97144        $10.80010           369,555
    01/01/2011 to 12/31/2011                                     $10.80010        $10.68707           715,742


                                     A-17






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97176        $10.58426           647,767
    01/01/2011 to 12/31/2011                              $10.58426         $9.79363           931,722
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92194        $10.58075         1,222,927
    01/01/2011 to 12/31/2011                              $10.58075         $9.44941         1,765,458
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99859        $10.61090         7,494,738
    01/01/2011 to 12/31/2011                              $10.61090        $10.45511        12,799,949
-----------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99058        $10.64194           445,909
    01/01/2011 to 12/31/2011                              $10.64194        $10.02358           821,379
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98877        $10.84532           588,204
    01/01/2011 to 12/31/2011                              $10.84532        $11.74557         3,386,686
-----------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99269        $11.33042         1,208,214
    01/01/2011 to 12/31/2011                              $11.33042        $11.03643         1,826,589
-----------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98772        $10.91885           986,150
    01/01/2011 to 12/31/2011                              $10.91885        $10.39724         1,850,604
-----------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99859        $10.89440           383,418
    01/01/2011 to 12/31/2011                              $10.89440        $10.64578           587,566
-----------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98885        $11.52646           408,851
    01/01/2011 to 12/31/2011                              $11.52646        $10.93968           738,315
-----------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99860         $9.86455         1,756,415
    01/01/2011 to 12/31/2011                               $9.86455         $9.69934         4,378,576
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.02850        $10.06988            90,947
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.95889        $11.94964           712,070
    01/01/2011 to 12/31/2011                              $11.94964        $11.94490         1,362,309
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97302        $11.45213           337,443
    01/01/2011 to 04/29/2011                              $11.45213        $12.84323                 0
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99114        $11.25860           962,132
    01/01/2011 to 12/31/2011                              $11.25860        $10.79250         1,541,843
-----------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.93907        $11.70034         2,484,727
    01/01/2011 to 12/31/2011                              $11.70034         $9.17013         3,419,207
-----------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00802        $10.10254         1,452,999
    01/01/2011 to 12/31/2011                              $10.10254        $10.15429         3,620,347
-----------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00694        $10.37575        16,233,285
    01/01/2011 to 12/31/2011                              $10.37575        $10.52377        25,947,306


                                     A-18






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98956        $10.61981        19,097,676
    01/01/2011 to 12/31/2011                                $10.61981        $10.54353        35,425,896
-------------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                               $10.01851        $10.06978           272,121
-------------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99859        $10.91439           247,126
    01/01/2011 to 12/31/2011                                $10.91439        $11.10006           545,381
-------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99859         $8.89689         4,804,905
-------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98247        $10.78795        23,160,057
    01/01/2011 to 12/31/2011                                $10.78795        $10.24638        35,666,558
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96097        $12.64476           546,119
    01/01/2011 to 12/31/2011                                $12.64476        $12.30830         1,033,660
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96440        $11.49200           373,436
    01/01/2011 to 12/31/2011                                $11.49200        $10.62167           635,080
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99229        $10.71605        24,269,579
    01/01/2011 to 12/31/2011                                $10.71605        $10.74314        44,365,420
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98593        $10.56101           678,046
    01/01/2011 to 12/31/2011                                $10.56101        $10.21155           824,490
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98028        $10.33385         1,336,731
    01/01/2011 to 12/31/2011                                $10.33385        $10.57749         2,293,269
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97117        $11.16117         1,886,107
    01/01/2011 to 12/31/2011                                $11.16117        $10.78581         3,234,502
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85984        $11.50158         2,083,250
    01/01/2011 to 12/31/2011                                $11.50158         $9.61963         3,652,343
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99859         $8.83435         4,284,929
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99859        $10.42309         2,739,117
    01/01/2011 to 12/31/2011                                $10.42309        $10.86347         5,381,783
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.97112        $10.66370        22,435,067
    01/01/2011 to 12/31/2011                                $10.66370        $10.30757        29,830,471


 *  Denotes the start date of these sub-accounts

                                     A-19





                          PREMIER RETIREMENT L SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

 ACCUMULATION UNIT VALUES: WITH COMBO 5%/HAV AND HD GRO II OR COMBO 5%/HAV AND
                              GRO PLUS II (3.10%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value At    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96671        $10.69261          21,185
    01/01/2011 to 12/31/2011                             $10.69261        $10.08624          17,857
----------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97739        $10.79745          29,168
    01/01/2011 to 12/31/2011                             $10.79745        $10.47512          41,747
----------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                             $10.00592        $10.69335           2,972
    01/01/2011 to 12/31/2011                             $10.69335        $10.73257           1,550
----------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98767        $10.65135          78,854
    01/01/2011 to 12/31/2011                             $10.65135        $10.19628          34,837
----------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                             $9.99741         $9.07593             163
----------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98502        $10.56868             970
    01/01/2011 to 12/31/2011                             $10.56868        $10.19120             890
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2017
    03/15/2010 to 12/31/2010                              $9.99741        $10.48637           9,886
    01/01/2011 to 12/31/2011                             $10.48637        $11.32131         280,983
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2018
    03/15/2010 to 12/31/2010                             $10.00612        $10.52885               0
    01/01/2011 to 12/31/2011                             $10.52885        $11.58868         133,116
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2019
    03/15/2010 to 12/31/2010                              $9.99741        $10.53165               0
    01/01/2011 to 12/31/2011                             $10.53165        $11.83610               0
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2020
    03/15/2010 to 12/31/2010                             $10.00823        $10.56221               0
    01/01/2011 to 12/31/2011                             $10.56221        $12.14716               0
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2021
    03/15/2010 to 12/31/2010                             $10.00717        $10.66288               0
    01/01/2011 to 12/31/2011                             $10.66288        $12.43071         138,180
----------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2022
    01/03/2011* to 12/31/2011                             $9.99741        $11.86199          14,378
----------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97658        $10.73111         136,278
    01/01/2011 to 12/31/2011                             $10.73111        $10.14668          44,840
----------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97667        $10.87045          28,056
    01/01/2011 to 12/31/2011                             $10.87045        $10.28249          17,039
----------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98647        $10.68478          15,971
    01/01/2011 to 12/31/2011                             $10.68478        $10.16604           9,844


                                     A-20






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value At    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95880        $11.67491             402
    01/01/2011 to 12/31/2011                                $11.67491        $12.05919             237
-------------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97075        $12.04402              43
    01/01/2011 to 12/31/2011                                $12.04402        $10.14082             113
-------------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99741        $10.77910          28,003
    01/01/2011 to 12/31/2011                                $10.77910        $10.18727          16,651
-------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97489        $10.91143          32,740
    01/01/2011 to 12/31/2011                                $10.91143        $10.41475          25,438
-------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96241        $11.40087          98,922
    01/01/2011 to 12/31/2011                                $11.40087        $10.36144          33,813
-------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96908        $11.43692           2,250
    01/01/2011 to 12/31/2011                                $11.43692        $10.52447             850
-------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.01741        $10.67948             670
    01/01/2011 to 12/31/2011                                $10.67948         $9.93936             224
-------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH &
 INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99066        $10.66408             999
    01/01/2011 to 12/31/2011                                $10.66408         $9.76363             393
-------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.01873        $11.30877           8,522
    01/01/2011 to 12/31/2011                                $11.30877        $10.63239           3,534
-------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96404        $11.38325           6,047
    01/01/2011 to 12/31/2011                                $11.38325        $11.17453           2,349
-------------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98339        $10.66230           5,117
    01/01/2011 to 12/31/2011                                $10.66230        $10.66028           2,547
-------------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97565        $10.77066           9,053
    01/01/2011 to 12/31/2011                                $10.77066        $10.37784           3,314
-------------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98716        $10.60133          25,834
    01/01/2011 to 12/31/2011                                $10.60133        $10.22123          13,110
-------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.92824        $11.15207             119
    01/01/2011 to 12/31/2011                                $11.15207         $9.41014               0
-------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.92811        $10.69498               0
    01/01/2011 to 12/31/2011                                $10.69498         $9.06313               0
-------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97026        $10.67604               0
    01/01/2011 to 12/31/2011                                $10.67604        $10.41409             150


                                     A-21






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value At    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97058        $10.46272               0
    01/01/2011 to 12/31/2011                              $10.46272         $9.54353             609
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92076        $10.45935           2,892
    01/01/2011 to 12/31/2011                              $10.45935         $9.20807           2,804
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99741        $10.48911          21,821
    01/01/2011 to 12/31/2011                              $10.48911        $10.18829          12,596
-----------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98940        $10.51978             381
    01/01/2011 to 12/31/2011                              $10.51978         $9.76774               0
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98759        $10.72077               0
    01/01/2011 to 12/31/2011                              $10.72077        $11.44584           3,372
-----------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99152        $11.20032           1,490
    01/01/2011 to 12/31/2011                              $11.20032        $10.75460             540
-----------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98654        $10.79352           4,063
    01/01/2011 to 12/31/2011                              $10.79352        $10.13184           2,388
-----------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99741        $10.76921               0
    01/01/2011 to 12/31/2011                              $10.76921        $10.37396               0
-----------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98768        $11.39417               0
    01/01/2011 to 12/31/2011                              $11.39417        $10.66050              75
-----------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99742         $9.75110          46,500
    01/01/2011 to 12/31/2011                               $9.75110         $9.45154          22,871
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                             $10.02732        $10.04497               0
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.95771        $11.81265               0
    01/01/2011 to 12/31/2011                              $11.81265        $11.64008              67
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97184        $11.32074               0
    01/01/2011 to 04/29/2011                              $11.32074        $12.63664               0
-----------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98997        $11.12942             120
    01/01/2011 to 12/31/2011                              $11.12942        $10.51702             112
-----------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.93789        $11.56611           7,273
    01/01/2011 to 12/31/2011                              $11.56611         $8.93590           1,727
-----------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00684         $9.98655          18,130
    01/01/2011 to 12/31/2011                               $9.98655         $9.89522          10,015
-----------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00576        $10.25672          89,579
    01/01/2011 to 12/31/2011                              $10.25672        $10.25520          37,788


                                     A-22






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value At    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98838        $10.49789          53,416
    01/01/2011 to 12/31/2011                                $10.49789        $10.27441          41,263
-------------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                               $10.01733        $10.04487               0
-------------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99741        $10.78915               0
    01/01/2011 to 12/31/2011                                $10.78915        $10.81676               0
-------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99741         $8.81153               0
-------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98130        $10.66410          68,435
    01/01/2011 to 12/31/2011                                $10.66410         $9.98477          28,608
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95979        $12.49968             106
    01/01/2011 to 12/31/2011                                $12.49968        $11.99419               0
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96322        $11.35991           1,291
    01/01/2011 to 12/31/2011                                $11.35991        $10.35036             443
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99111        $10.59310          19,835
    01/01/2011 to 12/31/2011                                $10.59310        $10.46904           6,894
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98475        $10.43978               0
    01/01/2011 to 12/31/2011                                $10.43978         $9.95083             154
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97910        $10.21510           6,742
    01/01/2011 to 12/31/2011                                $10.21510        $10.30720           6,593
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96999        $11.03301           2,084
    01/01/2011 to 12/31/2011                                $11.03301        $10.51030           1,018
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85867        $11.36954          23,386
    01/01/2011 to 12/31/2011                                $11.36954         $9.37388           8,708
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99741         $8.74958             513
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99741        $10.30343           3,618
    01/01/2011 to 12/31/2011                                $10.30343        $10.58626           2,172
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.96994        $10.54128          36,580
    01/01/2011 to 12/31/2011                                $10.54128        $10.04431          28,670


 *  Denotes the start date of these sub-accounts

                                     A-23





                          PREMIER RETIREMENT C SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

           ACCUMULATION UNIT VALUES: BASIC DEATH BENEFIT ONLY (1.75%)



                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96784        $10.81229        2,034,566
    01/01/2011 to 12/31/2011                                $10.81229        $10.34079        3,415,308
-------------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97853        $10.91830        1,747,701
    01/01/2011 to 12/31/2011                                $10.91830        $10.73950        2,675,653
-------------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $10.00706        $10.81301           73,873
    01/01/2011 to 12/31/2011                                $10.81301        $11.00358           98,448
-------------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98880        $10.77058        2,033,167
    01/01/2011 to 12/31/2011                                $10.77058        $10.45375        3,325,286
-------------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99855         $9.16071          544,211
-------------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98616        $10.68707           44,748
    01/01/2011 to 12/31/2011                                $10.68707        $10.44865          127,344
-------------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97772        $10.85132        1,937,824
    01/01/2011 to 12/31/2011                                $10.85132        $10.40307        2,495,805
-------------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97780        $10.99214          734,415
    01/01/2011 to 12/31/2011                                $10.99214        $10.54213        1,327,653
-------------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98761        $10.80442        1,168,843
    01/01/2011 to 12/31/2011                                $10.80442        $10.42280        2,001,044
-------------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95994        $11.80558           89,137
    01/01/2011 to 12/31/2011                                $11.80558        $12.36368          137,541
-------------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97188        $12.17884           50,866
    01/01/2011 to 12/31/2011                                $12.17884        $10.39703           84,930
-------------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99855        $10.89984          404,169
    01/01/2011 to 12/31/2011                                $10.89984        $10.44463          784,875
-------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97603        $11.03356        1,145,809
    01/01/2011 to 12/31/2011                                $11.03356        $10.67767        1,795,727
-------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96354        $11.52850        1,209,612
    01/01/2011 to 12/31/2011                                $11.52850        $10.62310        1,717,920
-------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97022        $11.56479           36,396
    01/01/2011 to 12/31/2011                                $11.56479        $10.79005           34,529


                                     A-24






                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                         Beginning of Period End of Period    End of Period
                                                                              
-----------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.01855        $10.79913            35,823
    01/01/2011 to 12/31/2011                              $10.79913        $10.19048            43,964
-----------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH &
 INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99180        $10.78349            49,020
    01/01/2011 to 12/31/2011                              $10.78349        $10.01031            53,065
-----------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.01987        $11.43545           104,734
    01/01/2011 to 12/31/2011                              $11.43545        $10.90107           140,337
-----------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.96518        $11.51063           119,251
    01/01/2011 to 12/31/2011                              $11.51063        $11.45679           146,574
-----------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98452        $10.78171           196,903
    01/01/2011 to 12/31/2011                              $10.78171        $10.92947           365,275
-----------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97679        $10.89130           425,193
    01/01/2011 to 12/31/2011                              $10.89130        $10.64008         1,155,407
-----------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98829        $10.72009           979,508
    01/01/2011 to 12/31/2011                              $10.72009        $10.47940         1,929,435
-----------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92938        $11.27694            65,902
    01/01/2011 to 12/31/2011                              $11.27694         $9.64782            66,069
-----------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92925        $10.81483           135,925
    01/01/2011 to 12/31/2011                              $10.81483         $9.29226           116,371
-----------------------------------------------------------------------------------------------------------
AST INVESTMENT GRADE BOND PORTFOLIO
    03/15/2010 to 12/31/2010                              $10.00678        $10.61892             2,171
    01/01/2011 to 12/31/2011                              $10.61892        $11.73180        10,979,505
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97140        $10.79575            57,130
    01/01/2011 to 12/31/2011                              $10.79575        $10.67737            71,563
-----------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.97172        $10.57991            65,272
    01/01/2011 to 12/31/2011                              $10.57991         $9.78468            71,816
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.92190        $10.57658           198,793
    01/01/2011 to 12/31/2011                              $10.57658         $9.44081           244,688
-----------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99855        $10.60650         1,003,418
    01/01/2011 to 12/31/2011                              $10.60650        $10.44555         1,733,593
-----------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.99054        $10.63757            67,867
    01/01/2011 to 12/31/2011                              $10.63757        $10.01439           102,771
-----------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                               $9.98873        $10.84081           255,361
    01/01/2011 to 12/31/2011                              $10.84081        $11.73472           573,729


                                     A-25






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                          Beginning of Period End of Period    End of Period
                                                                               
------------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99265        $11.32577          121,113
    01/01/2011 to 12/31/2011                               $11.32577        $11.02625          147,682
------------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98768        $10.91439          101,607
    01/01/2011 to 12/31/2011                               $10.91439        $10.38774          225,790
------------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99855        $10.88984           53,154
    01/01/2011 to 12/31/2011                               $10.88984        $10.63594           55,618
------------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98881        $11.52183           54,932
    01/01/2011 to 12/31/2011                               $11.52183        $10.92973           53,639
------------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99855         $9.86040          369,181
    01/01/2011 to 12/31/2011                                $9.86040         $9.69018          918,392
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                              $10.02846        $10.06897           18,438
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.95884        $11.94484           41,457
    01/01/2011 to 12/31/2011                               $11.94484        $11.93405           76,213
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.97297        $11.44748           45,591
    01/01/2011 to 04/29/2011                               $11.44748        $12.83593                0
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99110        $11.25415          151,934
    01/01/2011 to 12/31/2011                               $11.25415        $10.78277          178,543
------------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.93903        $11.69549          269,663
    01/01/2011 to 12/31/2011                               $11.69549         $9.16163          250,430
------------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                               $10.00797        $10.09850          364,406
    01/01/2011 to 12/31/2011                               $10.09850        $10.14512        1,041,349
------------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                               $10.00690        $10.37151        2,514,210
    01/01/2011 to 12/31/2011                               $10.37151        $10.51419        3,476,727
------------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98952        $10.61539        3,744,436
    01/01/2011 to 12/31/2011                               $10.61539        $10.53375        6,646,084
------------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                              $10.01847        $10.06887          100,212
------------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99855        $10.90996           60,019
    01/01/2011 to 12/31/2011                               $10.90996        $11.08995           49,984
------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                               $9.99855         $8.89388           81,397
------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98243        $10.78348        1,562,729
    01/01/2011 to 12/31/2011                               $10.78348        $10.23692        2,664,320
------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.96093        $12.63958           70,518
    01/01/2011 to 12/31/2011                               $12.63958        $12.29711          148,712


                                     A-26






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96436        $11.48713           63,043
    01/01/2011 to 12/31/2011                                $11.48713        $10.61184           70,466
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99224        $10.71167        2,123,199
    01/01/2011 to 12/31/2011                                $10.71167        $10.73326        3,748,039
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98589        $10.55674           81,656
    01/01/2011 to 12/31/2011                                $10.55674        $10.20221           75,734
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98023        $10.32968          130,433
    01/01/2011 to 12/31/2011                                $10.32968        $10.56776          306,148
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97113        $11.15658          153,892
    01/01/2011 to 12/31/2011                                $11.15658        $10.77586          244,099
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85980        $11.49684          233,930
    01/01/2011 to 12/31/2011                                $11.49684         $9.61076          389,530
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99855         $8.83142          276,533
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99855        $10.41878          388,377
    01/01/2011 to 12/31/2011                                $10.41878        $10.85342          775,193
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.97108        $10.65939        1,234,022
    01/01/2011 to 12/31/2011                                $10.65939        $10.29816        1,818,753


 *  Denotes the start date of these sub-accounts

                          PREMIER RETIREMENT C SERIES
                          PRUCO LIFE INSURANCE COMPANY
                                   PROSPECTUS

 ACCUMULATION UNIT VALUES: WITH COMBO 5%/HAV AND HD GRO II OR COMBO 5%/HAV AND
                              GRO PLUS II (3.15%)



                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                        Beginning of Period End of Period    End of Period
                                                                             
----------------------------------------------------------------------------------------------------------
AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.96666        $10.68813          25,772
    01/01/2011 to 12/31/2011                             $10.68813        $10.07677          12,480
----------------------------------------------------------------------------------------------------------
AST ADVANCED STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.97735        $10.79288           4,329
    01/01/2011 to 12/31/2011                             $10.79288        $10.46517           1,686
----------------------------------------------------------------------------------------------------------
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                             $10.00588        $10.68884             509
    01/01/2011 to 12/31/2011                             $10.68884        $10.72234             283
----------------------------------------------------------------------------------------------------------
AST BALANCED ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                              $9.98762        $10.64688               0
    01/01/2011 to 12/31/2011                             $10.64688        $10.18677               0


                                     A-27






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST BLACKROCK GLOBAL STRATEGIES PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99737         $9.07275               0
-------------------------------------------------------------------------------------------------------------
AST BLACKROCK VALUE PORTFOLIO
 FORMERLY, AST VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98498        $10.56426               0
    01/01/2011 to 12/31/2011                                $10.56426        $10.18166               0
-------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2017
    03/15/2010 to 12/31/2010                                 $9.99737        $10.48198               0
    01/01/2011 to 12/31/2011                                $10.48198        $11.31079          22,632
-------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2018
    03/15/2010 to 12/31/2010                                $10.00607        $10.52439               0
    01/01/2011 to 12/31/2011                                $10.52439        $11.57785          81,083
-------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2019
    03/15/2010 to 12/31/2010                                 $9.99737        $10.52727               0
    01/01/2011 to 12/31/2011                                $10.52727        $11.82506               0
-------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2020
    03/15/2010 to 12/31/2010                                $10.00819        $10.55776               0
    01/01/2011 to 12/31/2011                                $10.55776        $12.13573               0
-------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2021
    03/15/2010 to 12/31/2010                                $10.00713        $10.65842               0
    01/01/2011 to 12/31/2011                                $10.65842        $12.41931          11,924
-------------------------------------------------------------------------------------------------------------
AST BOND PORTFOLIO 2022
    01/03/2011* to 12/31/2011                                $9.99737        $11.85586           7,595
-------------------------------------------------------------------------------------------------------------
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97654        $10.72680          27,750
    01/01/2011 to 12/31/2011                                $10.72680        $10.13738          18,154
-------------------------------------------------------------------------------------------------------------
AST CLS GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97662        $10.86594               0
    01/01/2011 to 12/31/2011                                $10.86594        $10.27282               0
-------------------------------------------------------------------------------------------------------------
AST CLS MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98643        $10.68027           1,516
    01/01/2011 to 12/31/2011                                $10.68027        $10.15662           5,998
-------------------------------------------------------------------------------------------------------------
AST COHEN & STEERS REALTY PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.95876        $11.67022               0
    01/01/2011 to 12/31/2011                                $11.67022        $12.04822               0
-------------------------------------------------------------------------------------------------------------
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97070        $12.03897               0
    01/01/2011 to 12/31/2011                                $12.03897        $10.13136               0
-------------------------------------------------------------------------------------------------------------
AST FI PYRAMIS(R) ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99737        $10.77453               0
    01/01/2011 to 12/31/2011                                $10.77453        $10.17772               0
-------------------------------------------------------------------------------------------------------------
AST FIRST TRUST BALANCED TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97485        $10.90682          24,028
    01/01/2011 to 12/31/2011                                $10.90682        $10.40498           9,697
-------------------------------------------------------------------------------------------------------------
AST FIRST TRUST CAPITAL APPRECIATION TARGET PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96236        $11.39622          16,090
    01/01/2011 to 12/31/2011                                $11.39622        $10.35183          13,018
-------------------------------------------------------------------------------------------------------------
AST GLOBAL REAL ESTATE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96904        $11.43200               0
    01/01/2011 to 12/31/2011                                $11.43200        $10.51446               0


                                     A-28






                                                                                                   Number of
                                                               Accumulation     Accumulation      Accumulation
                                                               Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                                Beginning of Period End of Period    End of Period
                                                                                     
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01737        $10.67505               0
    01/01/2011 to 12/31/2011                                     $10.67505         $9.93022               0
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS LARGE-CAP VALUE PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99062        $10.65958               0
    01/01/2011 to 12/31/2011                                     $10.65958         $9.75450               0
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                     $10.01869        $11.30416               0
    01/01/2011 to 12/31/2011                                     $11.30416        $10.62257               0
------------------------------------------------------------------------------------------------------------------
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.96400        $11.37837             376
    01/01/2011 to 12/31/2011                                     $11.37837        $11.16407             209
------------------------------------------------------------------------------------------------------------------
AST HIGH YIELD PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98334        $10.65785               0
    01/01/2011 to 12/31/2011                                     $10.65785        $10.65035               0
------------------------------------------------------------------------------------------------------------------
AST HORIZON GROWTH ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97561        $10.76623               0
    01/01/2011 to 12/31/2011                                     $10.76623        $10.36828               0
------------------------------------------------------------------------------------------------------------------
AST HORIZON MODERATE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98711        $10.59691           2,695
    01/01/2011 to 12/31/2011                                     $10.59691        $10.21172           1,268
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92820        $11.14735               0
    01/01/2011 to 12/31/2011                                     $11.14735         $9.40131               0
------------------------------------------------------------------------------------------------------------------
AST INTERNATIONAL VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92807        $10.69064               0
    01/01/2011 to 12/31/2011                                     $10.69064         $9.05485               0
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97022        $10.67165               0
    01/01/2011 to 12/31/2011                                     $10.67165        $10.40451               0
------------------------------------------------------------------------------------------------------------------
AST JENNISON LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.97054        $10.45834               0
    01/01/2011 to 12/31/2011                                     $10.45834         $9.53461               0
------------------------------------------------------------------------------------------------------------------
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.92072        $10.45502               0
    01/01/2011 to 12/31/2011                                     $10.45502         $9.19945               0
------------------------------------------------------------------------------------------------------------------
AST JPMORGAN STRATEGIC OPPORTUNITIES PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99737        $10.48468          11,371
    01/01/2011 to 12/31/2011                                     $10.48468        $10.17871           4,894
------------------------------------------------------------------------------------------------------------------
AST LARGE-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98936        $10.51537               0
    01/01/2011 to 12/31/2011                                     $10.51537         $9.75858               0
------------------------------------------------------------------------------------------------------------------
AST LORD ABBETT CORE-FIXED INCOME PORTFOLIO
 FORMERLY, AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.98755        $10.71635               0
    01/01/2011 to 12/31/2011                                     $10.71635        $11.43521               0
------------------------------------------------------------------------------------------------------------------
AST MARSICO CAPITAL GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                      $9.99147        $11.19566               0
    01/01/2011 to 12/31/2011                                     $11.19566        $10.74445             353


                                     A-29






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                          Beginning of Period End of Period    End of Period
                                                                               
------------------------------------------------------------------------------------------------------------
AST MFS GLOBAL EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98650        $10.78896             991
    01/01/2011 to 12/31/2011                               $10.78896        $10.12224             580
------------------------------------------------------------------------------------------------------------
AST MFS GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99737        $10.76474               0
    01/01/2011 to 12/31/2011                               $10.76474        $10.36420               0
------------------------------------------------------------------------------------------------------------
AST MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98763        $11.38945               0
    01/01/2011 to 12/31/2011                               $11.38945        $10.65051               0
------------------------------------------------------------------------------------------------------------
AST MONEY MARKET PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99738         $9.74705             131
    01/01/2011 to 12/31/2011                                $9.74705         $9.44271              80
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                              $10.02728        $10.04409               0
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.95766        $11.80765               0
    01/01/2011 to 12/31/2011                               $11.80765        $11.62918               0
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.97179        $11.31606               0
    01/01/2011 to 04/29/2011                               $11.31606        $12.62932               0
------------------------------------------------------------------------------------------------------------
AST NEUBERGER BERMAN / LSV MID-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98992        $11.12480             500
    01/01/2011 to 12/31/2011                               $11.12480        $10.50718             288
------------------------------------------------------------------------------------------------------------
AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.93785        $11.56130             340
    01/01/2011 to 12/31/2011                               $11.56130         $8.92749             235
------------------------------------------------------------------------------------------------------------
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
    03/15/2010 to 12/31/2010                               $10.00679         $9.98227           2,155
    01/01/2011 to 12/31/2011                                $9.98227         $9.88577           1,471
------------------------------------------------------------------------------------------------------------
AST PIMCO TOTAL RETURN BOND PORTFOLIO
    03/15/2010 to 12/31/2010                               $10.00572        $10.25235           2,432
    01/01/2011 to 12/31/2011                               $10.25235        $10.24571           1,698
------------------------------------------------------------------------------------------------------------
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98834        $10.49355          13,064
    01/01/2011 to 12/31/2011                               $10.49355        $10.26483           6,907
------------------------------------------------------------------------------------------------------------
AST PRUDENTIAL CORE BOND PORTFOLIO
    10/31/2011* to 12/31/2011                              $10.01729        $10.04397               0
------------------------------------------------------------------------------------------------------------
AST QMA US EQUITY ALPHA PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.99737        $10.78463               0
    01/01/2011 to 12/31/2011                               $10.78463        $10.80665               0
------------------------------------------------------------------------------------------------------------
AST QUANTITATIVE MODELING PORTFOLIO
    05/02/2011* to 12/31/2011                               $9.99737         $8.80844               0
------------------------------------------------------------------------------------------------------------
AST SCHRODERS MULTI-ASSET WORLD STRATEGIES PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.98125        $10.65964           4,647
    01/01/2011 to 12/31/2011                               $10.65964         $9.97537           4,121
------------------------------------------------------------------------------------------------------------
AST SMALL-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.95975        $12.49444               0
    01/01/2011 to 12/31/2011                               $12.49444        $11.98301               0
------------------------------------------------------------------------------------------------------------
AST SMALL-CAP VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                $9.96318        $11.35515               0
    01/01/2011 to 12/31/2011                               $11.35515        $10.34059               0


                                     A-30






                                                                                              Number of
                                                          Accumulation     Accumulation      Accumulation
                                                          Unit Value at    Unit Value at Units Outstanding at
Sub-Accounts                                           Beginning of Period End of Period    End of Period
                                                                                
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99106        $10.58861          7,496
    01/01/2011 to 12/31/2011                                $10.58861        $10.45913          3,445
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE EQUITY INCOME PORTFOLIO
 FORMERLY, AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.98471        $10.43543              0
    01/01/2011 to 12/31/2011                                $10.43543         $9.94161              0
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.97905        $10.21091            974
    01/01/2011 to 12/31/2011                                $10.21091        $10.29784            580
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.96995        $11.02841            491
    01/01/2011 to 12/31/2011                                $11.02841        $10.50050            279
-------------------------------------------------------------------------------------------------------------
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.85862        $11.36484            255
    01/01/2011 to 12/31/2011                                $11.36484         $9.36523            153
-------------------------------------------------------------------------------------------------------------
AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO
 FORMERLY, AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
    05/02/2011* to 12/31/2011                                $9.99737         $8.74653              0
-------------------------------------------------------------------------------------------------------------
AST WESTERN ASSET CORE PLUS BOND PORTFOLIO
    03/15/2010 to 12/31/2010                                 $9.99737        $10.29910          1,222
    01/01/2011 to 12/31/2011                                $10.29910        $10.57630            771
-------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND
    03/15/2010 to 12/31/2010                                 $9.96990        $10.53697          2,458
    01/01/2011 to 12/31/2011                                $10.53697        $10.03503          3,725


 *  Denotes the start date of these sub-accounts

                                     A-31




       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 factors such as 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 and
 benefit 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
 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 Living Benefits                                HDI 2.0
 (for an additional cost)                               HDI 2.0 with LIA
                                                        SHDI 2.0
                                                        HDI 2.0 with HD DB
                                                        SHDI 2.0 with HD DB
                                                        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 1.07% for
 all Series) based on the fees and expenses of the applicable underlying
 portfolios as of December 31, 2011. The arithmetic average of all fund
 expenses is computed by adding portfolio management fees, 12b-1 fees and other
 expenses of all the underlying portfolios and then dividing by the number of
 portfolios. For purposes of the illustrations, we do not reflect any expense
 reimbursements or expense waivers that might apply and are described in the
 prospectus fee table. The Separate Account level charges refer to the
 Insurance Charge.

 The 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.

                                      B-2





 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



        -----------------------------------------------------------------------------------------------
        0% Gross Rate of Return 0% Gross Rate of Return 0% Gross Rate of Return 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     -2.75%     All years    -2.36%     Yrs 1-10     -2.90%     Yrs 1-10     -2.80%
        Yrs 10+      -2.36%                             Yrs 10+      -2.36%     Yrs 10+      -2.36%
        -----------------------------------------------------------------------------------------------
Annuity Contract    Surrender   Contract    Surrender   Contract    Surrender   Contract    Surrender
 Year    Value        Value       Value       Value      Value        Value      Value        Value
-------------------------------------------------------------------------------------------------------
                                                                    
   1     97,256      90,256      97,650      90,650     102,934      93,934      97,206      97,206
-------------------------------------------------------------------------------------------------------
   2     94,579      87,579      95,350      88,350      99,949      90,949      94,483      94,483
-------------------------------------------------------------------------------------------------------
   3     91,977      85,977      93,103      87,103      97,050      88,050      91,837      91,837
-------------------------------------------------------------------------------------------------------
   4     89,446      84,446      90,909      84,909      94,235      85,235      89,264      89,264
-------------------------------------------------------------------------------------------------------
   5     86,984      86,984      88,768      83,768      91,502      83,502      86,763      86,763
-------------------------------------------------------------------------------------------------------
   6     84,591      84,591      86,676      81,676      88,849      80,849      84,333      84,333
-------------------------------------------------------------------------------------------------------
   7     82,263      82,263      84,634      79,634      86,272      78,272      81,971      81,971
-------------------------------------------------------------------------------------------------------
   8     79,999      79,999      82,640      82,640      83,770      78,770      79,674      79,674
-------------------------------------------------------------------------------------------------------
   9     77,798      77,798      80,693      80,693      81,340      78,840      77,442      77,442
-------------------------------------------------------------------------------------------------------
  10     75,657      75,657      78,792      78,792      78,981      78,981      75,273      75,273
-------------------------------------------------------------------------------------------------------
  11     73,874      73,874      76,935      76,935      77,119      77,119      73,499      73,499
-------------------------------------------------------------------------------------------------------
  12     72,133      72,133      75,123      75,123      75,302      75,302      71,767      71,767
-------------------------------------------------------------------------------------------------------
  13     70,433      70,433      73,353      73,353      73,528      73,528      70,076      70,076
-------------------------------------------------------------------------------------------------------
  14     68,774      68,774      71,624      71,624      71,796      71,796      68,425      68,425
-------------------------------------------------------------------------------------------------------
  15     67,154      67,154      69,937      69,937      70,104      70,104      66,813      66,813
-------------------------------------------------------------------------------------------------------
  16     65,571      65,571      68,289      68,289      68,452      68,452      65,239      65,239
-------------------------------------------------------------------------------------------------------
  17     64,027      64,027      66,680      66,680      66,840      66,840      63,702      63,702
-------------------------------------------------------------------------------------------------------
  18     62,518      62,518      65,109      65,109      65,265      65,265      62,201      62,201
-------------------------------------------------------------------------------------------------------
  19     61,045      61,045      63,575      63,575      63,727      63,727      60,735      60,735
-------------------------------------------------------------------------------------------------------
  20     59,607      59,607      62,077      62,077      62,226      62,226      59,304      59,304
-------------------------------------------------------------------------------------------------------
  21     58,202      58,202      60,615      60,615      60,759      60,759      57,907      57,907
-------------------------------------------------------------------------------------------------------
  22     56,831      56,831      59,186      59,186      59,328      59,328      56,543      56,543
-------------------------------------------------------------------------------------------------------
  23     55,492      55,492      57,792      57,792      57,930      57,930      55,210      55,210
-------------------------------------------------------------------------------------------------------
  24     54,185      54,185      56,430      56,430      56,565      56,565      53,910      53,910
-------------------------------------------------------------------------------------------------------
  25     52,908      52,908      55,101      55,101      55,233      55,233      52,639      52,639
-------------------------------------------------------------------------------------------------------


 ASSUMPTIONS:

 a. $100,000 initial investment

 b. Fund Expenses = 1.07%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after May 1, 2012

 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 F for details.


 6% GROSS RATE OF RETURN



        -----------------------------------------------------------------------------------------------
        6% Gross Rate of Return 6% Gross Rate of Return 6% Gross Rate of Return 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      3.07%     All years     3.49%     Yrs 1-10      2.92%     Yrs 1-10      3.02%
        Yrs 10+       3.49%                             Yrs 10+       3.49%     Yrs 10+       3.49%
        -----------------------------------------------------------------------------------------------
Annuity Contract    Surrender   Contract    Surrender   Contract    Surrender   Contract    Surrender
 Year    Value        Value       Value       Value      Value        Value      Value        Value
-------------------------------------------------------------------------------------------------------
                                                                    
   1    103,075       96,075     103,493      96,493    109,093      100,093    103,022      103,022
-------------------------------------------------------------------------------------------------------
   2    106,252       99,252     107,118     100,118    112,285      103,285    106,144      106,144
-------------------------------------------------------------------------------------------------------
   3    109,528      103,528     110,870     104,870    115,570      106,570    109,361      109,361
-------------------------------------------------------------------------------------------------------
   4    112,905      107,905     114,753     108,753    118,951      109,951    112,676      112,676
-------------------------------------------------------------------------------------------------------
   5    116,386      116,386     118,772     113,772    122,431      114,431    116,090      116,090
-------------------------------------------------------------------------------------------------------
   6    119,974      119,974     122,932     117,932    126,013      118,013    119,609      119,609
-------------------------------------------------------------------------------------------------------
   7    123,673      123,673     127,238     122,238    129,700      121,700    123,234      123,234
-------------------------------------------------------------------------------------------------------
   8    127,486      127,486     131,694     131,694    133,495      128,495    126,968      126,968
-------------------------------------------------------------------------------------------------------
   9    131,417      131,417     136,307     136,307    137,401      134,901    130,816      130,816
-------------------------------------------------------------------------------------------------------
  10    135,468      135,468     141,081     141,081    141,421      141,421    134,781      134,781
-------------------------------------------------------------------------------------------------------
  11    140,212      140,212     146,023     146,023    146,372      146,372    139,500      139,500
-------------------------------------------------------------------------------------------------------
  12    145,123      145,123     151,137     151,137    151,499      151,499    144,386      144,386
-------------------------------------------------------------------------------------------------------
  13    150,206      150,206     156,431     156,431    156,805      156,805    149,443      149,443
-------------------------------------------------------------------------------------------------------
  14    155,467      155,467     161,910     161,910    162,297      162,297    154,678      154,678
-------------------------------------------------------------------------------------------------------
  15    160,912      160,912     167,581     167,581    167,982      167,982    160,095      160,095
-------------------------------------------------------------------------------------------------------
  16    166,548      166,548     173,450     173,450    173,865      173,865    165,703      165,703
-------------------------------------------------------------------------------------------------------
  17    172,381      172,381     179,526     179,526    179,955      179,955    171,506      171,506
-------------------------------------------------------------------------------------------------------
  18    178,419      178,419     185,814     185,814    186,258      186,258    177,514      177,514
-------------------------------------------------------------------------------------------------------
  19    184,668      184,668     192,322     192,322    192,782      192,782    183,731      183,731
-------------------------------------------------------------------------------------------------------
  20    191,136      191,136     199,058     199,058    199,534      199,534    190,166      190,166
-------------------------------------------------------------------------------------------------------
  21    197,831      197,831     206,030     206,030    206,523      206,523    196,827      196,827
-------------------------------------------------------------------------------------------------------
  22    204,760      204,760     213,246     213,246    213,756      213,756    203,721      203,721
-------------------------------------------------------------------------------------------------------
  23    211,932      211,932     220,715     220,715    221,243      221,243    210,856      210,856
-------------------------------------------------------------------------------------------------------
  24    219,355      219,355     228,446     228,446    228,992      228,992    218,242      218,242
-------------------------------------------------------------------------------------------------------
  25    227,038      227,038     236,447     236,447    237,013      237,013    225,886      225,886
-------------------------------------------------------------------------------------------------------


 ASSUMPTIONS:

 a. $100,000 initial investment

 b. Fund Expenses = 1.07%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after May 1, 2012

 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 F 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



        ---------------------------------------------------------------------------------------------------
        10% Gross Rate of Return 10% Gross Rate of Return 10% Gross Rate of Return 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      6.96%      All years      7.40%     Yrs 1-10      6.80%      Yrs 1-10      6.91%
        Yrs 10+       7.40%                               Yrs 10+       7.40%      Yrs 10+       7.40%
        ---------------------------------------------------------------------------------------------------
Annuity Contract    Surrender    Contract     Surrender   Contract    Surrender    Contract    Surrender
 Year    Value        Value        Value        Value      Value        Value       Value        Value
-----------------------------------------------------------------------------------------------------------
                                                                       
   1    106,953       99,953      107,387      100,387    113,198      104,198     106,899      106,899
-----------------------------------------------------------------------------------------------------------
   2    114,411      107,411      115,343      108,343    120,906      111,906     114,295      114,295
-----------------------------------------------------------------------------------------------------------
   3    122,389      116,389      123,888      117,888    129,140      120,140     122,203      122,203
-----------------------------------------------------------------------------------------------------------
   4    130,923      125,923      133,066      127,066    137,934      128,934     130,657      130,657
-----------------------------------------------------------------------------------------------------------
   5    140,052      140,052      142,924      137,924    147,327      139,327     139,697      139,697
-----------------------------------------------------------------------------------------------------------
   6    149,818      149,818      153,512      148,512    157,360      149,360     149,362      149,362
-----------------------------------------------------------------------------------------------------------
   7    160,265      160,265      164,885      159,885    168,076      160,076     159,696      159,696
-----------------------------------------------------------------------------------------------------------
   8    171,441      171,441      177,100      177,100    179,521      174,521     170,744      170,744
-----------------------------------------------------------------------------------------------------------
   9    183,395      183,395      190,220      190,220    191,746      189,246     182,558      182,558
-----------------------------------------------------------------------------------------------------------
  10    196,183      196,183      204,312      204,312    204,804      204,804     195,188      195,188
-----------------------------------------------------------------------------------------------------------
  11    210,715      210,715      219,448      219,448    219,973      219,973     209,645      209,645
-----------------------------------------------------------------------------------------------------------
  12    226,325      226,325      235,705      235,705    236,269      236,269     225,177      225,177
-----------------------------------------------------------------------------------------------------------
  13    243,092      243,092      253,167      253,167    253,772      253,772     241,858      241,858
-----------------------------------------------------------------------------------------------------------
  14    261,101      261,101      271,922      271,922    272,573      272,573     259,776      259,776
-----------------------------------------------------------------------------------------------------------
  15    280,444      280,444      292,067      292,067    292,766      292,766     279,021      279,021
-----------------------------------------------------------------------------------------------------------
  16    301,220      301,220      313,704      313,704    314,455      314,455     299,692      299,692
-----------------------------------------------------------------------------------------------------------
  17    323,536      323,536      336,944      336,944    337,750      337,750     321,894      321,894
-----------------------------------------------------------------------------------------------------------
  18    347,504      347,504      361,906      361,906    362,772      362,772     345,741      345,741
-----------------------------------------------------------------------------------------------------------
  19    373,248      373,248      388,717      388,717    389,647      389,647     371,354      371,354
-----------------------------------------------------------------------------------------------------------
  20    400,900      400,900      417,515      417,515    418,513      418,513     398,865      398,865
-----------------------------------------------------------------------------------------------------------
  21    430,599      430,599      448,446      448,446    449,518      449,518     428,414      428,414
-----------------------------------------------------------------------------------------------------------
  22    462,499      462,499      481,668      481,668    482,820      482,820     460,152      460,152
-----------------------------------------------------------------------------------------------------------
  23    496,763      496,763      517,351      517,351    518,588      518,588     494,242      494,242
-----------------------------------------------------------------------------------------------------------
  24    533,565      533,565      555,678      555,678    557,007      557,007     530,857      530,857
-----------------------------------------------------------------------------------------------------------
  25    573,093      573,093      596,844      596,844    598,272      598,272     570,184      570,184
-----------------------------------------------------------------------------------------------------------


 ASSUMPTIONS:

 a. $100,000 initial investment

 b. Fund Expenses = 1.07%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after May 1, 2012

 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:


 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 F 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.


                                      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


        These benefits were offered March 15, 2010 to January 23, 2011.


 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. Highest Daily Lifetime 6 Plus is no longer available.

 If you have elected this benefit, the benefit 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 result 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 partial withdrawals from your Annuity are considered a "Lifetime
 Withdrawal" under the benefit. Withdrawals are taken first from your own
 Account Value. We are only required to begin making lifetime income payments
 to you under our guarantee when and if your Unadjusted Account Value is
 reduced to zero (for any reason other than due to partial withdrawals of
 Excess Income). 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 (DESCRIBED BELOW) THAT BRINGS YOUR UNADJUSTED
 ACCOUNT VALUE TO ZERO, YOUR ANNUAL INCOME AMOUNT ALSO WOULD FALL TO ZERO, AND
 THE BENEFIT AND THE ANNUITY THEN WOULD TERMINATE. IN THAT SCENARIO, NO FURTHER
 AMOUNT WOULD BE PAYABLE UNDER THE HIGHEST DAILY LIFETIME 6 PLUS BENEFIT. AS TO
 THE IMPACT OF SUCH A SCENARIO ON ANY OTHER OPTIONAL BENEFIT YOU MAY HAVE,
 PLEASE SEE THE APPLICABLE SECTION IN THIS PROSPECTUS.

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

 KEY FEATURE - PROTECTED WITHDRAWAL VALUE
 The Protected Withdrawal Value is used to calculate the initial Annual Income
 Amount. The Protected Withdrawal Value is separate from your Unadjusted
 Account Value and not available as cash or a lump sum 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 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 20th
 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 10th 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 10th 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.

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

 KEY FEATURE - ANNUAL INCOME AMOUNT UNDER HIGHEST DAILY LIFETIME 6 PLUS
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. The percentage initially depends
 on the age of the Annuitant on the date 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 or older. (Note that for purposes of the age tiers used
 with this benefit, we deem the Annuitant to have reached age 59 1/2 on the
 183rd day after his/her 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 PARTIAL 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 PARTIAL 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) immediately 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





 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). Subject to state law, we reserve the
 right to not accept additional Purchase Payments if we are not then offering
 this benefit for new elections. We will exercise such reservation of right for
 all annuity purchasers in the same class in a nondiscriminatory manner.

 HIGHEST DAILY AUTO STEP-UP
 An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
 Daily Lifetime 6 Plus. As detailed in this paragraph, the Highest Daily Auto
 Step-Up feature can result in a larger Annual Income Amount subsequent to your
 first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
 anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
 immediately after your first Lifetime Withdrawal under the benefit.
 Specifically, upon the first such Annuity Anniversary, we identify the
 Unadjusted Account Value on each Valuation Day within the immediately
 preceding Annuity Year after your first Lifetime Withdrawal. Having identified
 the highest daily value (after all daily values have been adjusted for
 subsequent Purchase Payments and withdrawals), we then multiply that value by
 a percentage that varies based on the age of the Annuitant on the Annuity
 Anniversary as of which the step-up would occur. The percentages are: 4% for
 ages 45 - less than 59 1/2; 5% for ages 59 1/2 - 79, and 6% for ages 80 and
 older. If that value exceeds the existing Annual Income Amount, we replace the
 existing amount with the new, higher amount. Otherwise, we leave the existing
 Annual Income Amount intact. We will not automatically increase your Annual
 Income Amount solely as a result of your attaining a new age that is
 associated with a new age-based percentage. The Unadjusted Account Value on
 the Annuity Anniversary is considered the last daily step-up value of the
 Annuity Year. All daily valuations and annual step-ups will only occur on a
 Valuation Day. In later years (i.e., after the first Annuity Anniversary after
 the first Lifetime Withdrawal), we determine whether an automatic step-up
 should occur on each Annuity Anniversary, by performing a similar examination
 of the Unadjusted Account Values that occurred on Valuation Days during the
 year. Taking Lifetime Withdrawals could produce a greater difference between
 your Protected Withdrawal Value and your Unadjusted Account Value, which may
 make a Highest Daily Auto Step-up less likely to occur. At the time that we
 increase your Annual Income Amount, we also increase your Protected Withdrawal
 Value to equal the highest daily value upon which your step-up was based only
 if that results in an increase to the Protected Withdrawal Value. Your
 Protected Withdrawal Value will never be decreased as a result of an income
 step-up. If, on the date that we implement a Highest Daily Auto Step-Up to
 your Annual Income Amount, the charge for Highest Daily Lifetime 6 Plus has
 changed for new purchasers, you may be subject to the new charge at the time
 of such step-up. Prior to increasing your charge for Highest Daily Lifetime 6
 Plus upon a step-up, we would notify you, and give you the opportunity to
 cancel the automatic step-up feature. If you receive notice of a proposed
 step-up and accompanying fee increase, you should consult with your Financial
 Professional and carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject. Any such increased
 charge will not be greater than the maximum charge set forth in the table
 entitled "Your Optional Benefit Fees and Charges."

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

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

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

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Highest Daily Lifetime 6
 Plus benefit or any other fees and charges under the Annuity. Assume the
 following for all three examples:
   .   The Issue Date is November 1, 2010
   .   The Highest Daily Lifetime 6 Plus benefit is elected on August 1, 2011
   .   The Annuitant was 70 years old when he/she elected the Highest Daily
       Lifetime 6 Plus benefit
   .   The first withdrawal is a Lifetime Withdrawal

 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%

                                      C-3




 of the Protected Withdrawal Value, in this case 5% of $120,000). Assuming
 $2,500 is withdrawn from the Annuity on this date, the remaining Annual Income
 Amount for that Annuity Year (up to and including October 31, 2011) is $3,500.
 This is the result of a dollar-for-dollar reduction of the Annual Income
 Amount ($6,000 less $2,500 = $3,500).

 EXAMPLE OF PROPORTIONAL REDUCTIONS
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on October 27, 2011 and the Unadjusted Account Value at the time and
 immediately prior to this withdrawal is $118,000. The first $3,500 of this
 withdrawal reduces the Annual Income Amount for that Annuity Year to $0. The
 remaining withdrawal amount of $1,500 reduces the Annual Income Amount in
 future Annuity Years on a proportional basis based on the ratio of the Excess
 Income to the Unadjusted Account Value immediately prior to the Excess Income.
 (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 Income                                   $  3,500.00
Unadjusted Account Value immediately before Excess Income of $1,500  $114,500.00
Excess Income amount                                                 $   1500.00
Ratio                                                                       1.31%
Annual Income Amount                                                 $  6,000.00
Less ratio of 1.31%                                                  $     78.60
Annual Income Amount for future Annuity Years                        $  5,921.40


 EXAMPLE OF HIGHEST DAILY AUTO STEP-UP
 On each Annuity Anniversary date after the first Lifetime Withdrawal, the
 Annual Income Amount is stepped-up if the appropriate percentage (based on the
 Annuitant's age on that Annuity Anniversary) of the highest daily value since
 your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
 years), adjusted for withdrawals and additional Purchase Payments (including
 any associated Purchase Credits), is higher than the Annual Income Amount,
 adjusted for Excess Income 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 Income 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 greater than $5,921.40. Here are the
 calculations for determining the daily values. Only the October 26 value is
 being adjusted for Excess Income as the October 28 and October 31 Valuation
 Days occur after the Excess Income on October 27.



                                  HIGHEST DAILY VALUE    ADJUSTED ANNUAL INCOME
                   UNADJUSTED   (ADJUSTED FOR WITHDRAWAL   AMOUNT (5% OF THE
DATE*             ACCOUNT VALUE AND PURCHASE 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 Income.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) 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 greater 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 Income), 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.

                                      C-4





 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. You cannot take
 a Non-Lifetime Withdrawal in an amount that would cause your Annuity's Account
 Value, after taking the withdrawal, to fall below the minimum Surrender Value
 (see "Surrenders - Surrender Value" earlier in this prospectus). 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 Annual Income Amount, which is based on your
 Protected Withdrawal Value. Once you elect to take the Non-Lifetime Withdrawal
 or Lifetime Withdrawals, no additional Non-Lifetime Withdrawals may be taken.
 If you do not take a Non-Lifetime Withdrawal before beginning Lifetime
 Withdrawals, you lose the ability to take it.


 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantees on the tenth and twentieth anniversaries of the benefit effective
 date (see description in "Key Feature - Protected Withdrawal Value," above).
 It will reduce both 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. Thus, the first withdrawal will be a Lifetime Withdrawal.

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

 Assume the following:
 The Issue Date is December 1, 2010
   .   The Highest Daily Lifetime 6 Plus benefit is elected on September 1, 2011
   .   The 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 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 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:


                                                              
      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
      10/th/ benefit year Minimum Periodic Value                 $183,750
      20/th/ benefit year Minimum Periodic Value                 $367,500


 REQUIRED MINIMUM DISTRIBUTIONS
 Required Minimum Distributions ("RMD") for this Annuity must be taken by
 April 1st in the year following the date you turn age 70 1/2 and by
 December 31st for subsequent calendar years. If the annual RMD amount is
 greater than the Annual Income Amount, a withdrawal of the RMD amount will not
 be treated as a withdrawal of Excess Income, as long as the RMD amount is
 calculated by us for this Annuity and administered under a program we support
 each calendar year. If you are not participating in an RMD withdrawal program
 each calendar year, you can alternatively satisfy the RMD amount without it
 being treated as a withdrawal of Excess Income as long as you abide by the
 following:

 The total amount within an Annuity Year that can be withdrawn is equal to:

 1. the Annual Income Amount remaining in the current Annuity Year, plus,
 2. The difference between:

 a. The RMD amount (assuming the RMD amount is greater than the Annual Income
    Amount) less any withdrawals already taken in the calendar year, less
 b. The Annual Income Amount.

                                      C-5




Pleasesee hypothetical examples below for details.

 If you do not comply with the rules described above, any withdrawal that
 exceeds the Annual Income Amount will be treated as a withdrawal of Excess
 Income, which will reduce your Annual Income Amount in future Annuity Years.
 This may include situations where you comply with the rules outlined above and
 then decide to take additional withdrawals after satisfying your RMD
 requirement from the Annuity.

 We will assume your first withdrawal under the benefit is a Lifetime
 Withdrawal unless you designated the withdrawal as a Non-Lifetime Withdrawal.

 Example
 The following example is purely hypothetical and intended to illustrate a
 scenario as described above. Note that withdrawals must comply with all IRS
 guidelines in order to satisfy the Required Minimum Distribution for the
 current calendar year.

 Assumptions:
 RMD Calendar Year
 01/01/2011 to 12/31/2011

 Annuity Year
 06/01/2010 to 05/31/2011

 Annual Income Amount and RMD Amount
 Annual Income Amount = $5,000
 Remaining Annual Income Amount as of 1/3/2011 = $3,000 (a $2,000 withdrawal
 was taken on 7/1/2010)
 RMD Amount for Calendar Year 2011 = $6,000

 The amount you may withdraw in the current Annuity Year (between 1/3/2011 and
 5/31/2011) without it being treated as Excess Income is $4,000. Here is the
 calculation: $3,000 + ($6,000 - $5,000) = $4,000.

 If the $4,000 withdrawal is taken in the current Annuity Year (prior to
 6/1/2011), the remaining Annual Income Amount will be zero and the remaining
 RMD amount of $2,000 may be taken in the subsequent Annuity Year beginning on
 6/1/2011 (when your Annual Income Amount is reset to $5,000).

 If you had chosen to not take any additional withdrawals until on or after
 6/1/2011, then you would be eligible to withdraw $6,000 without it being
 treated as a withdrawal of Excess Income.

 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 PARTIAL 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 PARTIAL 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.

                                      C-6




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

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

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

 OTHER IMPORTANT CONSIDERATIONS

..   Withdrawals under the Highest Daily Lifetime 6 Plus benefit are subject to
    all of the terms and conditions of the Annuity, including any applicable
    CDSC for the Non-Lifetime Withdrawal as well as partial 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 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.

..   Any Lifetime Withdrawal that you take that is less than or equal to the
    Annual Income Amount is not subject to a CDSC, even if the total amount of
    such withdrawals in any Annuity Year exceeds the maximum Free Withdrawal
    amount. For purposes of calculating a CDSC on any future withdrawal,
    Lifetime Withdrawals that are less than or equal to the Annual Income
    Amount in an Annuity Year are not treated as withdrawals of Purchase
    Payments. Moreover, any Lifetime Withdrawal that is treated as Excess
    Income is subject to any applicable CDSC if the withdrawal is greater than
    the Free Withdrawal amount.
..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 Permitted Sub-accounts, the DCA MVA Options, and
    the AST Investment Grade Bond Sub-account triggered by the predetermined
    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, 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.

..   Any Death Benefit, including any optional Death Benefit that you elected,
    will terminate if withdrawals taken under Highest Daily Lifetime 6 Plus
    reduce your Unadjusted Account Value to zero (see "Death Benefits" earlier
    in the prospectus).

..   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. You will begin paying this
    charge as of the effective date of the benefit even if you do not begin
    taking withdrawals for many years, or ever. We will not refund the charges
    you have paid if you choose never to take any withdrawals and/or if you
    never receive any lifetime income payments.

 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

                                      C-7




 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, partial 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. 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 could 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 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 have elected Highest Daily
 Lifetime 6 Plus so long as you participate in a Systematic Withdrawal program
 in which withdrawals are not taken pro rata.

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

 THE BENEFIT AUTOMATICALLY TERMINATES UPON THE FIRST TO OCCUR OF THE FOLLOWING:
 (I)YOUR TERMINATION OF THE BENEFIT,
(II)YOUR SURRENDER OF THE ANNUITY,
(III)YOUR ELECTION TO BEGIN RECEIVING ANNUITY PAYMENTS (ALTHOUGH IF YOU HAVE
     ELECTED TO RECEIVE THE ANNUAL INCOME AMOUNT IN THE FORM OF ANNUITY
     PAYMENTS, WE WILL CONTINUE TO PAY THE ANNUAL INCOME AMOUNT)
(IV)OUR RECEIPT OF DUE PROOF OF DEATH OF THE OWNER OR ANNUITANT (FOR
    ENTITY-OWNED ANNUITIES)
 (V)BOTH THE UNADJUSTED ACCOUNT VALUE AND ANNUAL INCOME AMOUNT EQUAL ZERO, OR
(VI)YOU CEASE TO MEET OUR REQUIREMENTS AS DESCRIBED IN "ELECTION OF AND
    DESIGNATIONS UNDER THE BENEFIT" ABOVE.

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

 If a surviving spouse elects to continue the Annuity, the Highest Daily
 Lifetime 6 Plus benefit terminates upon Due Proof of Death.

 HOW 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
 predetermined 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, referred to
 as the "Bond Sub-account"). This predetermined mathematical formula
 ("formula") runs each Valuation Day that the benefit is in effect on your
 Annuity and, as a result, transfers of Unadjusted Account Value between the
 Permitted Sub-accounts and the Bond Sub-account can occur on any Valuation Day
 subject to the conditions described below. Only the predetermined

                                      C-8




 mathematical formula can transfer Unadjusted Account Value to and from the
 Bond Sub-account, and thus you may not allocate Purchase Payments to or make
 transfers to or from the Bond Sub-account We are not providing you with
 investment advice through the use of the formula nor does the formula
 constitute an investment strategy that we are recommending to you. 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. The formula is not forward looking and contains no predictive
 or projective component with respect to the markets, the Unadjusted Account
 Value or the Protected Withdrawal Value. The formula is described below.

 As indicated above, we limit the Sub-accounts to which you may allocate
 Unadjusted Account Value if you elect Highest Daily Lifetime 6 Plus. For
 purposes of these benefits, we refer to those permitted Investment Options as
 the "Permitted Sub-accounts". Because these restrictions and the use of the
 formula lessen the risk that your Unadjusted Account Value will be reduced to
 zero while you are still alive, they also reduce the likelihood that we will
 make any lifetime income payments under this benefit. They may also limit your
 upside potential for growth.

 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 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 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 Bond Sub-account will only be transferred
 to the Permitted Sub-accounts, not the DCA MVA Options. We will not assess any
 applicable Market Value Adjustment with respect to transfers under the formula
 from the DCA MVA Options.

 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. This amount may be different than the actual Annual Income
 Amount currently guaranteed under your benefit. Then it produces an estimate
 of the total amount targeted in the formula, 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 Lifetime
 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), and any withdrawals of Excess
 Income. Next, the formula subtracts from the Target Value the amount held
 within the 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 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 Bond Sub-account. Once a
 transfer is made, the Target Ratio must again be greater than 83% but less
 than or equal to 84.5% for three consecutive Valuation Days before a
 subsequent transfer to the Bond Sub-account will occur. 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 Bond
 Sub-account (as described above). If the Target Ratio falls below 78% on any
 Valuation Day, then a transfer from the Bond Sub-account to the Permitted
 Sub-accounts (excluding the DCA MVA Options) will occur.

 The formula will not execute a transfer to the Bond Sub-account that results
 in more than 90% of your Unadjusted Account Value being allocated to the Bond
 Sub-account ("90% cap") on that Valuation Day. Thus, on any Valuation Day, if
 the formula would require a transfer to the Bond Sub-account that would result
 in more than 90% of the Unadjusted Account Value being allocated to the Bond
 Sub-account, only the amount that results in exactly 90% of the Unadjusted
 Account Value being allocated to the Bond Sub-account will be transferred.
 Additionally, future transfers into the Bond Sub-account will not be made
 (regardless of the performance of the Bond Sub-account and the Permitted
 Sub-accounts) at least until there is first a transfer out of the Bond
 Sub-account. Once this transfer occurs out of the Bond Sub-account, future
 amounts may be transferred to or from the Bond Sub-account if dictated by the
 formula (subject to the 90% cap). At no time will the formula make a transfer
 to the Bond Sub-account that results in greater than 90% of your Unadjusted
 Account Value being allocated to the Bond Sub-account. However, it is possible
 that, due to the investment performance of your allocations in the 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
 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 Bond Sub-account at least until there is first a transfer out
 of the 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 Bond
 Sub-account, and the formula will still not transfer any of your Unadjusted
 Account Value to the Bond Sub-account (at least until there is first a
 transfer out of the Bond Sub-account). For example,
   .   September 4, 2012 - a transfer is made to the Bond Sub-account that
       results in the 90% cap being met and now $90,000 is allocated to the
       Bond Sub-account and $10,000 is allocated to the Permitted Sub-accounts.

                                      C-9




   .   September 5, 2012 - you make an additional Purchase Payment of $10,000.
       No transfers have been made from the 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 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 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
       Bond Sub-account).
   .   Once there is a transfer out of the Bond Sub-account (of any amount),
       the formula will operate as described above, meaning that the formula
       could transfer amounts to or from the 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 Bond Sub-account as dictated by the formula.

 Under 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 Bond Sub-account because such investment performance will tend to increase
 the Target Ratio. In deciding how much to transfer, we use another formula,
 which essentially seeks to reallocate amounts held in the Permitted
 Sub-accounts and the Bond Sub-account so that the Target Ratio meets a target,
 which currently is equal to 80%. The further the Target Ratio is from 80% when
 a transfer is occurring under the formula, the greater the transfer amount
 will be. Once you elect Highest Daily Lifetime 6 Plus, the values we use to
 compare to the Target Ratio will be fixed. For newly-issued Annuities that
 elect Highest Daily Lifetime 6 Plus and existing Annuities that elect Highest
 Daily Lifetime 6 Plus in the future, however, we reserve the right to change
 such values.

 Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
 Anniversary does not fall on a Valuation Day, the next Valuation Day will be
 used), following all of the above described daily calculations, if there is
 money allocated to the Bond Sub-account, we will perform an additional monthly
 calculation to determine whether or not a transfer will be made from the 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 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 Bond
 Sub-account. 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 Bond
       Sub-account; or
   .   If a portion of your Unadjusted Account Value was previously allocated
       to the 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 Bond Sub-account.

 Prior to the first Lifetime Withdrawal, the primary driver of transfers to the
 Bond Sub-account is the difference between your Unadjusted Account Value and
 your Protected Withdrawal Value. If none of your Unadjusted Account Value is
 allocated to the Bond Sub-account, then over time the formula permits an
 increasing difference between the Unadjusted Account Value and the Protected
 Withdrawal Value before a transfer to the Bond Sub-account occurs. Therefore,
 as time goes on, while none of your Unadjusted Account Value is allocated to
 the Bond Sub-account, the smaller the difference between the Protected
 Withdrawal Value and the Unadjusted Account Value, the more the Unadjusted
 Account Value can decrease prior to a transfer to the Bond Sub-account.

 Each market cycle is unique, therefore the performance of your Sub-accounts,
 and its impact on your Unadjusted Account Value, will differ from market cycle
 to market cycle producing different transfer activity under the formula. The
 amount and timing of transfers to and from the Bond Sub-account pursuant to
 the formula depend on various factors unique to your Annuity and are not
 necessarily directly correlated with the securities markets, bond markets,
 interest rates or any other market or index. Some of the factors that
 determine the amount and timing of transfers (as applicable to your Annuity),
 include:
   .   The difference between your Unadjusted Account Value and your Protected
       Withdrawal Value;
   .   The amount of time Highest Daily Lifetime 6 Plus has been in effect on
       your Annuity;
   .   The amount allocated to and the performance of the Permitted
       Sub-accounts and the Bond Sub-account;
   .   Any additional Purchase Payments you make to your Annuity (while the
       benefit is in effect); and
   .   Any withdrawals you take from your Annuity (while the benefit is in
       effect).

                                     C-10





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

 Because the amount allocated to the 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. The greater the amounts allocated to either the Bond Sub-account or
 to the Permitted Sub-accounts, the greater the impact performance of that
 Sub-account has on your Unadjusted Account Value and thus the greater the
 impact on whether (and how much) your Unadjusted Account Value is transferred
 to or from the Bond Sub-account. It is possible, under the formula, that if a
 significant portion of your Unadjusted Account Value is allocated to the Bond
 Sub-account and that Sub-account has positive performance, the formula might
 transfer a portion of your Unadjusted Account Value to the Permitted
 Sub-accounts, even if the performance of your Permitted Sub-accounts is
 negative. Conversely, if a significant portion of your Unadjusted Account
 Value is allocated to the Bond Sub-account and that Sub-account has negative
 performance, the formula may transfer additional amounts from your Permitted
 Sub-accounts to the Bond Sub-account even if the performance of your Permitted
 Sub-accounts is positive.

 If you make additional Purchase Payments to your Annuity, they will be
 allocated in accordance with your Annuity. Once allocated, they will also be
 subject to the formula described above and therefore may be transferred to the
 Bond Sub-account, if dictated by the formula and subject to the 90% cap
 feature described above.

 Any Unadjusted Account Value in the Bond Sub-account will not participate in
 the positive or negative investment experience of the Permitted Sub-accounts
 until it is transferred out of the 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 rules under the tax law.

 As indicated, withdrawals made while this benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section for a detailed discussion
 of the tax treatment of withdrawals. We do not address each potential tax
 scenario that could arise with respect to this benefit here. However, we do
 note that if you participate in Highest Daily Lifetime 6 Plus or 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.

 HIGHEST DAILY LIFETIME 6 PLUS WITH LIFETIME INCOME ACCELERATOR (HD6 PLUS WITH
 LIA)
 Highest Daily Lifetime 6 Plus with LIA is no longer available. If you have
 elected this benefit, the benefit 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. You could choose Highest Daily Lifetime 6 Plus
 with or without also electing LIA, however you could not elect LIA without
 Highest Daily Lifetime 6 Plus and you must have elected the LIA benefit at the
 time you elected Highest Daily Lifetime 6 Plus. Please note that if you
 terminate Highest Daily Lifetime 6 Plus and elected the Highest Daily Lifetime
 6 Plus with LIA you would 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. This benefit 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.

                                     C-11





 If this benefit is 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.

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

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

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

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

 (2)The designated life is unable to perform two or more basic abilities of
    caring for oneself or "activities of daily living." We define these basic
    abilities as:
    i. Eating: Feeding oneself by getting food into the body from a receptacle
       (such as a plate, cup or table) or by a feeding tube or intravenously.
    ii.Dressing: Putting on and taking off all items of clothing and any
       necessary braces, fasteners or artificial limbs.
   iii.Bathing: Washing oneself by sponge bath; or in either a tub or shower,
       including the task of getting into or out of the tub or shower.
    iv.Toileting: Getting to and from the toilet, getting on and off the
       toilet, and performing associated personal hygiene.
    v. Transferring: Moving into or out of a bed, chair or wheelchair.
    vi.Continence: Maintaining control of bowel or bladder function; or when
       unable to maintain control of bowel or bladder function, the ability to
       perform personal hygiene (including caring for catheter or colostomy
       bag).

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

 Additionally, once eligibility is determined, we will reassess your
 eligibility on an annual basis although your LIA benefit for the Annuity Year
 that immediately precedes or runs concurrent with our reassessment will not be
 affected if it is determined that you are no longer eligible. Your first
 reassessment may occur in the same year as your initial assessment. If we
 determine that you are no longer eligible to receive the LIA Amount, upon the
 next Annuity Anniversary the Annual Income Amount would replace the LIA
 Amount. However, if you were receiving income based on the LIA Amount and do
 not take action to change your withdrawal amount to your Annual Income Amount,
 any cumulative Lifetime Withdrawals in an Annuity Year that are in excess of
 the Annual Income Amount will impact your Annual Income Amount in subsequent
 years (except with regard to Required Minimum

                                     C-12




 Distributions for this Annuity that comply with our rules). Please note that
 we will not change your current withdrawal amount unless you instruct us to do
 so. If you wish to establish or make changes to your existing withdrawal
 program to ensure that you are not taking Excess Income, please contact our
 Annuity Service Office. There is no limit on the number of times you can
 become eligible for the LIA Amount, however, each time would require the
 completion of the 120-day elimination period, notification that the designated
 life meets the LIA conditions, and determination, through our then current
 administrative process, that you are eligible for the LIA Amount, each as
 described above.

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

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

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

 WITHDRAWALS IN EXCESS OF THE LIA AMOUNT. Withdrawals (other than the
 Non-Lifetime Withdrawal) of any amount in a given Annuity Year up to the LIA
 Amount will reduce the Protected Withdrawal Value by the amount of the
 withdrawal. However, if your cumulative Lifetime Withdrawals in an Annuity
 Year are in excess of the LIA Amount ("Excess Income"), 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 Income. Excess
 Income 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 EXCESS INCOME 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 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 LIA AMOUNT WILL BE TREATED AS EXCESS
 INCOME - THEREBY REDUCING YOUR LIA AMOUNT IN SUBSEQUENT YEARS.

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

 PURCHASE PAYMENTS. If you are eligible for the LIA Amount as described under
 "Eligibility Requirements for LIA Amount" and you make an additional Purchase
 Payment, the Annual Income Amount is increased by an amount obtained by
 applying the applicable percentage (4% for ages 45 - less than 59 1/2; 5% for
 ages 59 1/2 - 79; and 6% for ages 80 and older) to the Purchase Payment
 (including any associated Purchase Credits). The applicable percentage is
 based on the attained age of the designated life on the date of the first
 Lifetime Withdrawal after the benefit effective date.

 (Note that for purposes of the age tiers used with this benefit, we deem the
 Annuitant to have reached age 59 1/2 on the 183/rd/ day after his/her 59/th/
 birthday).

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

                                     C-13





 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). Subject to state law, we reserve the
 right to not accept additional Purchase Payments if we are not then offering
 this benefit for new elections. We will exercise such reservation of right for
 all annuity purchasers in the same class in a nondiscriminatory manner.

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

 GUARANTEE PAYMENTS. If your Unadjusted Account Value is reduced to zero as a
 result of cumulative withdrawals that are equal to or less than the LIA Amount
 when you are eligible, and there is still a LIA Amount available, we will make
 an additional payment for that Annuity Year equal to the remaining LIA Amount.
 If this were to occur, you are not permitted to make additional Purchase
 Payments to your Annuity. Thus, in that scenario, the remaining LIA Amount
 would be payable even though your Unadjusted Account Value was reduced to
 zero. In subsequent Annuity Years we make payments that equal the LIA Amount
 as described in this section. We will make payments until the death of the
 single designated life. Should the designated life no longer qualify for the
 LIA Amount (as described under "Eligibility Requirements for LIA Amount"
 above), the Annual Income Amount would continue to be available. Subsequent
 eligibility for the LIA Amount would require the completion of the 120 day
 elimination period as well as meeting the LIA conditions listed above under
 "Eligibility Requirements for LIA Amount". TO THE EXTENT THAT CUMULATIVE
 WITHDRAWALS IN THE CURRENT ANNUITY YEAR THAT REDUCE YOUR UNADJUSTED ACCOUNT
 VALUE TO ZERO ARE MORE THAN THE LIA AMOUNT (EXCEPT IN THE CASE OF REQUIRED
 MINIMUM DISTRIBUTIONS), HIGHEST DAILY LIFETIME 6 PLUS WITH LIA TERMINATES, AND
 NO ADDITIONAL PAYMENTS ARE MADE. HOWEVER, IF A WITHDRAWAL IN THE LATTER
 SCENARIO WAS TAKEN TO SATISFY A REQUIRED MINIMUM DISTRIBUTION (AS DESCRIBED
 ABOVE) UNDER THE ANNUITY, THEN THE BENEFIT WILL NOT TERMINATE, AND WE WILL
 CONTINUE TO PAY THE LIA AMOUNT IN SUBSEQUENT ANNUITY YEARS UNTIL THE DEATH OF
 THE DESIGNATED LIFE.

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

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

 TERMINATION OF HIGHEST DAILY LIFETIME 6 PLUS WITH LIA. THE LIA BENEFIT
 TERMINATES UPON THE FIRST TO OCCUR OF THE FOLLOWING:
..   YOUR TERMINATION OF THE BENEFIT;
..   YOUR SURRENDER OF THE ANNUITY;
..   OUR RECEIPT OF DUE PROOF OF DEATH OF THE DESIGNATED LIFE;
..   THE ANNUITY DATE, IF UNADJUSTED ACCOUNT VALUE REMAINS ON THE ANNUITY DATE
    AND AN ELECTION IS MADE TO COMMENCE ANNUITY PAYMENTS PRIOR TO THE TENTH
    ANNUITY ANNIVERSARY;
..   THE VALUATION DAY ON WHICH EACH OF THE UNADJUSTED ACCOUNT VALUE AND THE
    ANNUAL INCOME AMOUNT IS ZERO; OR
..   IF YOU CEASE TO MEET OUR REQUIREMENTS FOR ELECTIONS OF THIS BENEFIT.

 Highest Daily Lifetime 6 Plus with LIA uses the same predetermined
 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 6 Plus Income Benefit (SHD6 Plus) is a lifetime
 guaranteed minimum withdrawal benefit, under which, subject to the terms of
 the benefit, we guarantee your ability to take a certain annual withdrawal
 amount for the lives of two individuals who are spouses. Spousal Highest Daily
 Lifetime 6 Plus is no longer available for election

 If you have elected this benefit, the benefit 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 result in your
 Unadjusted

                                     C-14




 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. Withdrawals are taken first from your own Account Value. We
 are only required to begin making lifetime income payments to you under our
 guarantee when and if your Unadjusted Account Value is reduced to zero (for
 any reason other than due to partial withdrawals of Excess Income). 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 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 above entitled "How 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. Currently, if you elect Spousal Highest Daily Lifetime 6 Plus
 and subsequently terminate the benefit, you may elect another living benefit,
 subject to our current rules. See "Election of and Designations under the
 Benefit" below and "Termination of Existing Benefits and Election of New
 Benefits" for details. Please note that if you terminate Spousal Highest Daily
 Lifetime 6 Plus and elect another benefit, you lose the guarantees that you
 had accumulated under your existing benefit and will begin the new guarantees
 under the new benefit you elect based on your Unadjusted Account Value as of
 the date the new benefit becomes active. Spousal Highest Daily Lifetime 6 Plus
 must have been elected based on two designated lives, as described below. The
 youngest designated life must have been at least 50 years old and the oldest
 designated life must have been 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 (DESCRIBED BELOW) THAT BRINGS YOUR UNADJUSTED
 ACCOUNT VALUE TO ZERO, YOUR ANNUAL INCOME AMOUNT ALSO WOULD FALL TO ZERO, AND
 THE BENEFIT AND THE ANNUITY THEN WOULD TERMINATE. IN THAT SCENARIO, NO FURTHER
 AMOUNT WOULD BE PAYABLE UNDER THE SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS
 BENEFIT. AS TO THE IMPACT OF SUCH A SCENARIO ON ANY OTHER OPTIONAL BENEFIT YOU
 MAY HAVE, PLEASE SEE THE APPLICABLE SECTION IN THIS PROSPECTUS.

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

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

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

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

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

 (1)the Periodic Value described above or,
 (2)the sum of (a), (b) and (c) proportionally reduced for any Non-Lifetime
    Withdrawal:
    (a)200% (on the 10th anniversary) or 400% (on the 20th anniversary) of the
       Unadjusted Account Value on the effective date of the benefit including
       any Purchase Payments (including any associated Purchase Credits) made
       on that day;

                                     C-15




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

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

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

 KEY FEATURE - ANNUAL INCOME AMOUNT UNDER THE SPOUSAL HIGHEST DAILY LIFETIME 6
 PLUS BENEFIT
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. 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 Unadjusted 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 PARTIAL 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 PARTIAL 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) immediately increase the then-existing Annual Income Amount by an
 amount equal to a percentage of the Purchase Payment (including any associated
 Purchase Credits) based on the age of the younger designated life at the time
 of the first Lifetime Withdrawal (the percentages are: 4% for ages 50-64, 5%
 for ages 65-84, and 6% for ages 85 and older), and (ii) increase the Protected
 Withdrawal Value by the amount of the Purchase Payment (including any
 associated Purchase Credits).

 If your Annuity permits additional Purchase Payments, we may limit any
 additional Purchase Payment(s) if we determine that as a result of the timing
 and amounts of your additional Purchase Payments and withdrawals, the Annual
 Income Amount is being increased in an unintended fashion. Among the factors
 we will use in making a determination as to whether an action is designed to
 increase the Annual Income Amount in an unintended fashion is the relative
 size of additional Purchase Payment(s). Subject to state law, 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.

                                     C-16





 HIGHEST DAILY AUTO STEP-UP
 An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
 benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
 can result in a larger Annual Income Amount subsequent to your first Lifetime
 Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
 Date of the Annuity (the "Annuity Anniversary") immediately after your first
 Lifetime Withdrawal under the benefit. Specifically, upon the first such
 Annuity Anniversary, we identify the Unadjusted Account Value on each
 Valuation Day within the immediately preceding Annuity Year after your first
 Lifetime Withdrawal. Having identified the highest daily value (after all
 daily values have been adjusted for subsequent Purchase Payments and
 withdrawals), we then multiply that value by a percentage that varies based on
 the age of the younger designated life on the Annuity Anniversary as of which
 the step-up would occur. The percentages are 4% for ages 50-64, 5% for ages
 65-84, and 6% for ages 85 and older. If that value exceeds the existing Annual
 Income Amount, we replace the existing amount with the new, higher amount.
 Otherwise, we leave the existing Annual Income Amount intact. We will not
 automatically increase your Annual Income Amount solely as a result of your
 attaining a new age that is associated with a new age-based percentage. The
 Unadjusted Account Value on the Annuity Anniversary is considered the last
 daily step-up value of the Annuity Year. In later years (i.e., after the first
 Annuity Anniversary after the first Lifetime Withdrawal), we determine whether
 an automatic step-up should occur on each Annuity Anniversary by performing a
 similar examination of the Unadjusted Account Values that occurred on
 Valuation Days during the year. Taking Lifetime Withdrawals could produce a
 greater difference between your Protected Withdrawal Value and your Unadjusted
 Account Value, which may make a Highest Daily Auto Step-up less likely to
 occur. At the time that we increase your Annual Income Amount, we also
 increase your Protected Withdrawal Value to equal the highest daily value upon
 which your step-up was based only if that results in an increase to the
 Protected Withdrawal Value. Your Protected Withdrawal Value will never be
 decreased as a result of an income step-up. If, on the date that we implement
 a Highest Daily Auto Step-Up to your Annual Income Amount, the charge for
 Spousal Highest Daily Lifetime 6 Plus has changed for new purchasers, you may
 be subject to the new charge at the time of such step-up. Prior to increasing
 your charge for Spousal Highest Daily Lifetime 6 Plus upon a step-up, we would
 notify you, and give you the opportunity to cancel the automatic step-up
 feature. If you receive notice of a proposed step-up and accompanying fee
 increase, you should carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject. Any such increased
 charge will not be greater than the maximum charge set forth in the table
 entitled "Your Optional Benefit Fees and Charges".

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

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

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

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Spousal Highest Daily
 Lifetime 6 Plus benefit or any other fees and charges under the Annuity.
 Assume the following for all three examples:
..   The Issue Date is November 1, 2010
..   The Spousal Highest Daily Lifetime 6 Plus benefit is elected on August 1,
    2011
..   The younger designated life was 70 years old when he/she elected the
    Spousal Highest Daily Lifetime 6 Plus benefit.
..   The first withdrawal is a Lifetime Withdrawal

 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

                                     C-17




 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 Excess Income to the Unadjusted Account Value
 immediately prior to the Excess Income. (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 Income                                   $  3,500.00
Unadjusted Account Value immediately before Excess Income of $1,500  $114,500.00
Excess Income 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
 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 greater than the
 Annual Income Amount, adjusted for Excess Income 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 Income 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 greater than
 $5921.40. Here are the calculations for determining the daily values. Only the
 October 26 value is being adjusted for Excess Income as the October 28 and
 October 31 Valuation Days occur after the Excess Income on October 27.



                                  HIGHEST DAILY VALUE    ADJUSTED ANNUAL INCOME
                                (ADJUSTED FOR WITHDRAWAL   AMOUNT (5% OF THE
DATE*             ACCOUNT VALUE AND PURCHASE 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 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 Income.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) 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 greater 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
       greater 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 greater than the current year's Annual Income
 Amount of $5,921.40 (adjusted for Excess Income), 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 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. You
 cannot take a Non-Lifetime Withdrawal in an amount that would cause your
 Annuity's Account Value, after taking the withdrawal, to fall below the
 minimum Surrender Value (see "Surrenders - Surrender Value" earlier in this
 prospectus). This Non-Lifetime Withdrawal will not establish your 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

                                     C-18





 tell us at the time you take the partial 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 Annual Income Amount,
 which is based on your Protected Withdrawal Value. Once you elect the
 Non-Lifetime Withdrawal or Lifetime Withdrawals, no additional Non-Lifetime
 Withdrawals may be taken. If you do not take a Non-Lifetime Withdrawal before
 beginning Lifetime Withdrawals, you lose the ability to take it.


 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantees on the tenth and twentieth anniversaries of the benefit effective
 date (see description in "Key Feature - Protected Withdrawal Value," above).
 It will reduce both 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. Thus, the first withdrawal will be a Lifetime Withdrawal.

 EXAMPLE - NON-LIFETIME WITHDRAWAL (PROPORTIONAL REDUCTION)
 This example is purely hypothetical and does not reflect the charges for the
 benefit or any other fees and charges under the Annuity. It is intended to
 illustrate the proportional reduction of the Non-Lifetime Withdrawal under
 this benefit. Assume the following:
   .   The Issue Date is December 1, 2010
   .   The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
       September 1, 2011
   .   The Unadjusted Account Value at benefit election was $105,000
   .   The younger designated life was 70 years old when he/she elected the
       Spousal Highest Daily Lifetime 6 Plus benefit
   .   No previous withdrawals have been taken under the Spousal Highest Daily
       Lifetime 6 Plus benefit

 On October 3, 2011, the Protected Withdrawal Value is $125,000, the 10th
 benefit year minimum Periodic Value guarantee is $210,000 and the 20th benefit
 year minimum Periodic Value guarantee is $420,000, and the Unadjusted Account
 Value is $120,000. Assuming $15,000 is withdrawn from the Annuity on
 October 3, 2011 and is designated as a Non-Lifetime Withdrawal, all guarantees
 associated with the Spousal Highest Daily Lifetime 6 Plus benefit will be
 reduced by the ratio the total withdrawal amount represents of the 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
      10th benefit year Minimum Periodic Value                   $183,750
      20th benefit year Minimum Periodic Value                   $367,500


 REQUIRED MINIMUM DISTRIBUTIONS
 See the sub-section entitled "Required Minimum Distributions" in the section
 above concerning Highest Daily Lifetime 6 Plus for a discussion of the
 relationship between the RMD amount and the Annual Income Amount.

 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 PARTIAL 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.

                                     C-19




..   Please note that if your Unadjusted Account Value is reduced to zero, all
    subsequent payments will be treated as annuity payments. Further, payments
    that we make under this benefit after the Latest Annuity Date will be
    treated as annuity payments.
..   If annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving annuity payments and there is an Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

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

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

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

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

 OTHER IMPORTANT CONSIDERATIONS
..   Withdrawals under the Spousal Highest Daily Lifetime 6 Plus benefit are
    subject to all of the terms and conditions of the Annuity, including any
    applicable CDSC for the Non-Lifetime Withdrawal as well as partial
    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.
..   Any Lifetime Withdrawal that you take that is less than or equal to the
    Annual Income Amount is not subject to a CDSC, even if the total amount of
    such withdrawals in any Annuity Year exceeds the maximum Free Withdrawal
    amount. For purposes of calculating a CDSC on any future withdrawal,
    Lifetime Withdrawals that are less than or equal to the Annual Income
    Amount in an Annuity Year are not treated as withdrawals of Purchase
    Payments. Moreover, any Lifetime Withdrawal that is treated as Excess
    Income is subject to any applicable CDSC if the withdrawal is greater than
    the Free Withdrawal amount.
..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 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 Unadjusted Account Value
    with this benefit, 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 Unadjusted Account Value, or upon addition
    of additional Purchase Payments. That is, we will not require such current
    participants to re-allocate Unadjusted Account Value to comply with any new
    requirements.

                                     C-20





..   Any Death Benefit, including any optional Death Benefit that you elected,
    will terminate if withdrawals taken under Spousal Highest Daily Lifetime 6
    Plus reduce your Unadjusted Account Value to zero (see "Death Benefits"
    earlier in the prospectus).

..   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. You will
    begin paying this charge as of the effective date of the benefit even if
    you do not begin taking withdrawals for many years, or ever. We will not
    refund the charges you have paid if you choose never to take any
    withdrawals and/or if you never receive any lifetime income payments.

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

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

                                     C-21





 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; OR
..   YOU CEASE TO MEET OUR REQUIREMENTS AS DESCRIBED IN "ELECTION OF AND
    DESIGNATIONS UNDER THE BENEFIT".

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

 HOW SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS TRANSFERS UNADJUSTED ACCOUNT VALUE
 BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST INVESTMENT GRADE BOND
 SUB-ACCOUNT. See "How Highest Daily Lifetime 6 Plus 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
 Please see the Additional Tax Considerations section under Highest Daily
 Lifetime 6 Plus above.

    FORMULA FOR 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


 Please see Appendix I: "Formula for Highest Daily Lifetime Income 2.0 Suite,
 Highest Daily Lifetime Income Suite and Highest Daily Lifetime 6 Plus Suite of
 Living Benefits."


                                     C-22





APPENDIX D - HIGHEST DAILY LIFETIME INCOME, HIGHEST DAILY LIFETIME INCOME WITH
  LIA AND SPOUSAL HIGHEST DAILY LIFETIME INCOME - NO LONGER AVAILABLE FOR NEW
                                   ELECTIONS

        These benefits were offered January 24, 2011 to August 20, 2012.

 HIGHEST DAILY LIFETIME INCOME 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 for new
 elections, 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 result 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 partial withdrawals from
 your Annuity are considered a "Lifetime Withdrawal" under the benefit.
 Withdrawals are taken first from your own Account Value. We are only required
 to begin making lifetime income payments to you under our guarantee when and
 if your Unadjusted Account Value is reduced to zero (for any reason other than
 due to partial withdrawals of Excess Income). 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 (described below) 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.


                                      D-1






 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 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 HIGHEST DAILY LIFETIME INCOME
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. The percentage initially depends
 on the age of the Annuitant on the date 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. 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.

 AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A PARTIAL 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 PARTIAL 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 Income and subsequent to the first Lifetime Withdrawal will
 (i) immediately 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). Subject to


                                      D-2





 state law, 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 partial
 withdrawals under your Annuity, or limit your ability to take partial
 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. If your cumulative Lifetime
 Withdrawals in an Annuity Year exceed the Annual Income Amount, 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).

 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
..   The first withdrawal is a Lifetime Withdrawal

 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).


                                      D-3






 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
 Income to the Unadjusted Account Value immediately prior to the Excess Income.
 (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 Income                                   $  3,500.00
Unadjusted Account Value immediately before Excess Income of $1,500  $114,500.00
Excess Income 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 greater than the Annual Income Amount,
 adjusted for Excess Income 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 Income 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 greater than $5,921.40. Here are the
 calculations for determining the daily values. Only the October 26 value is
 being adjusted for Excess Income as the October 30, October 31, and November 1
 Valuation Days occur after the Excess Income on October 29.





                                  HIGHEST DAILY VALUE    ADJUSTED ANNUAL INCOME
                   UNADJUSTED   (ADJUSTED FOR WITHDRAWAL   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
November 1, 2012   $118,473.00        $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 Income.
   .   This amount ($115,500) is further reduced by 1.31% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) resulting in a
       Highest Daily Value of $113,986.95.
   .   The adjusted October 29 Highest Daily Value, $113,986.95, 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
       $113,986.95 is greater than the October 30 value, we will continue to
       carry $113,986.95 forward to the next 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 $113,986.95 carried forward.
   .   The October 31 adjusted Highest Daily Value of $119,000.00 is also
       greater than the November 1 value, so we will continue to carry
       $119,000.00 forward to the final Valuation Day of November 1.

 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 greater than the
 current year's Annual Income Amount of $5,921.40 (adjusted for Excess Income),
 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.


                                      D-4






 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. You cannot take
 a Non-Lifetime Withdrawal in an amount that would cause your Annuity's Account
 Value, after taking the withdrawal, to fall below the minimum Surrender Value
 (see "Surrenders - Surrender Value"). 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 Annual Income Amount, which is
 based on your Protected Withdrawal Value. Once you elect to take the
 Non-Lifetime Withdrawal or Lifetime Withdrawals, no additional Non-Lifetime
 Withdrawals may be taken. If you do not take a Non-Lifetime Withdrawal before
 beginning Lifetime Withdrawals, you lose the ability to take it.

 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantee on the twelfth anniversary of the benefit effective date (see
 description in "Key Feature - Protected Withdrawal Value," above). It will
 reduce both 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. Thus, the first withdrawal will be a 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
..   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 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 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
       12/th/ benefit year Minimum Periodic Value             $183,750




 REQUIRED MINIMUM DISTRIBUTIONS
 Required Minimum Distributions ("RMD") for this Annuity must be taken by
 April 1st in the year following the date you turn age 70 1/2 and by
 December 31st for subsequent calendar years. If the annual RMD amount is
 greater than the Annual Income Amount, a withdrawal of the RMD amount will not
 be treated as a withdrawal of Excess Income, as long as the RMD amount is
 calculated by us for this Annuity and administered under a program we support
 each calendar year. If you are not participating in an RMD withdrawal program
 each calendar year, you can alternatively satisfy the RMD amount without it
 being treated as a withdrawal of Excess Income as long as you abide by the
 following:

 The total amount within an Annuity Year that can be withdrawn is equal to:

    1. the Annual Income Amount remaining in the current Annuity Year, plus,
    2. The difference between:

       a. The RMD amount (assuming the RMD amount is greater than the Annual
          Income Amount) less any withdrawals already taken in the calendar
          year, less
       b. The Annual Income Amount.


                                      D-5






 Please see hypothetical examples below for details.

 If you do not comply with the rules described above, any withdrawal that
 exceeds the Annual Income Amount will be treated as a withdrawal of Excess
 Income, which will reduce your Annual Income Amount in future Annuity Years.
 This may include situations where you comply with the rules outlined above and
 then decide to take additional withdrawals after satisfying your RMD
 requirement from the Annuity.

 We will assume your first withdrawal under the benefit is a Lifetime
 Withdrawal unless you designated the withdrawal as a Non-Lifetime Withdrawal.

 Example
 The following example is purely hypothetical and intended to illustrate a
 scenario as described above. Note that withdrawals must comply with all IRS
 guidelines in order to satisfy the Required Minimum Distribution for the
 current calendar year.

 Assumptions:
 RMD Calendar Year
 01/01/2011 to 12/31/2011

 Annuity Year
 06/01/2010 to 05/31/2011

 Annual Income Amount and RMD Amount
 Annual Income Amount = $5,000
 Remaining Annual Income Amount as of 1/3/2011 = $3,000 (a $2,000 withdrawal
 was taken on 7/1/2010)
 RMD Amount for Calendar Year 2011 = $6,000

 The amount you may withdraw in the current Annuity Year (between 1/3/2011 and
 5/31/2011) without it being treated as Excess Income is $4,000. Here is the
 calculation: $3,000 + ($6,000 - $5,000) = $4,000.

 If the $4,000 withdrawal is taken in the current Annuity Year (prior to
 6/1/2011), the remaining Annual Income Amount will be zero and the remaining
 RMD amount of $2,000 may be taken in the subsequent Annuity Year beginning on
 6/1/2011 (when your Annual Income Amount is reset to $5,000).

 If you had chosen to not take any additional withdrawals until on or after
 6/1/2011, then you would be eligible to withdraw $6,000 without it being
 treated as a withdrawal of Excess Income.

 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 PARTIAL 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 PARTIAL 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


                                      D-6





    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 partial 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.
..   Any Lifetime Withdrawal that you take that is less than or equal to the
    Annual Income Amount is not subject to a CDSC, even if the total amount of
    such withdrawals in any Annuity Year exceeds the maximum Free Withdrawal
    amount. For purposes of calculating a CDSC on any future withdrawal,
    Lifetime Withdrawals that are less than or equal to the Annual Income
    Amount in an Annuity Year are not treated as withdrawals of Purchase
    Payments. Moreover, any Lifetime Withdrawal that is treated as Excess
    Income is subject to any applicable CDSC if the withdrawal is greater than
    the Free Withdrawal amount.
..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 Permitted Sub-accounts, the DCA MVA Options, and
    the AST Investment Grade Bond Sub-account triggered by the predetermined
    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 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 begin until the close of business on the following
    Valuation Day.
..   Any Death Benefit, including any optional Death Benefit that you elect,
    will terminate if withdrawals taken under Highest Daily Lifetime Income
    reduce your Unadjusted Account Value to zero (see "Death Benefits" earlier
    in the prospectus).
..   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. You will begin paying this
    charge as of the effective date of the benefit even if you do not begin
    taking withdrawals for many years, or ever. We will not refund the charges
    you have paid if you choose never to take any withdrawals and/or if you
    never receive any lifetime income payments.


                                      D-7






 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, partial 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.

 "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.

 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


                                      D-8





 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 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
 predetermined 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, referred to
 in this section as the "Bond Sub-account"). This predetermined mathematical
 formula ("formula") runs each Valuation Day that the benefit is in effect on
 your Annuity and, as a result, transfers of Unadjusted Account Value between
 the Permitted Sub-accounts and the Bond Sub-account can occur on any Valuation
 Day subject to the conditions described below. Only the predetermined
 mathematical formula can transfer Unadjusted Account Value to and from the
 Bond Sub-account, and thus you may not allocate Purchase Payments to or make
 transfers to or from the Bond Sub-account. We are not providing you with
 investment advice through the use of the formula nor does the formula
 constitute an investment strategy that we are recommending to you. 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 Income. The formula is not forward looking and contains no predictive
 or projective component with respect to the markets, the Unadjusted Account
 Value or the Protected Withdrawal Value. The formula is set forth in Appendix
 I (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". Because these restrictions and the use of the
 formula lessen the risk that your Unadjusted Account Value will be reduced to
 zero while you are still alive, they also reduce the likelihood that we will
 make any lifetime income payments under this benefit. They may also limit your
 upside potential for growth.

 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 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 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 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.

 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. This amount may be different than the actual Annual Income
 Amount currently guaranteed under your benefit. Then it produces an estimate
 of the total amount targeted in the formula, 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 Lifetime
 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 withdrawals of Excess Income. Next, the formula subtracts from the Target
 Value the amount held within the 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 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 Bond
 Sub-account. Once a transfer is made, the Target Ratio must again be greater
 than 83% but less than or equal to 84.5% for three consecutive Valuation Days
 before a subsequent transfer to the Bond Sub-account will occur. 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 Bond
 Sub-account (as described above). If the Target Ratio falls below 78% on any
 Valuation Day, then a transfer from the Bond Sub-account to the Permitted
 Sub-accounts (excluding the DCA MVA Options) will occur.

 The formula will not execute a transfer to the Bond Sub-account that results
 in more than 90% of your Unadjusted Account Value being allocated to the Bond
 Sub-account ("90% cap") on that Valuation Day. Thus, on any Valuation Day, if
 the formula would require a transfer to the Bond Sub-account that would result
 in more than 90% of the Unadjusted Account Value being allocated to


                                      D-9





 the Bond Sub-account, only the amount that results in exactly 90% of the
 Unadjusted Account Value being allocated to the Bond Sub-account will be
 transferred. Additionally, future transfers into the Bond Sub-account will not
 be made (regardless of the performance of the Bond Sub-account and the
 Permitted Sub-accounts) at least until there is first a transfer out of the
 Bond Sub-account. Once this transfer occurs out of the Bond Sub-account,
 future amounts may be transferred to or from the Bond Sub-account if dictated
 by the formula (subject to the 90% cap). At no time will the formula make a
 transfer to the Bond Sub-account that results in greater than 90% of your
 Unadjusted Account Value being allocated to the Bond Sub-account. However, it
 is possible that, due to the investment performance of your allocations in the
 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
 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 Bond Sub-account at least until there is first a transfer out
 of the 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 Bond
 Sub-account, and the formula will still not transfer any of your Unadjusted
 Account Value to the Bond Sub-account (at least until there is first a
 transfer out of the Bond Sub-account). For example,
..   September 4, 2012 - a transfer is made to the Bond Sub-account that results
    in the 90% cap being met and now $90,000 is allocated to the 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 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 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 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 Bond
    Sub-account).
..   Once there is a transfer out of the Bond Sub-account (of any amount), the
    formula will operate as described above, meaning that the formula could
    transfer amounts to or from the 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 Bond Sub-account as dictated by the formula.

 Under 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 Bond Sub-account because such investment performance will tend to increase
 the Target Ratio. In deciding how much to transfer, we use another formula,
 which essentially seeks to reallocate amounts held in the Permitted
 Sub-accounts and the Bond Sub-account so that the Target Ratio meets a target,
 which currently is equal to 80%. The further the Target Ratio is from 80% when
 a transfer is occurring under the formula, the greater the transfer amount
 will be. 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 Bond Sub-account, we will perform an additional monthly
 calculation to determine whether or not a transfer will be made from the 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 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 Bond
 Sub-account. 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 Bond
    Sub-account; or
..   If a portion of your Unadjusted Account Value was previously allocated to
    the 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 Bond Sub-account.


                                     D-10






 Prior to the first Lifetime Withdrawal, the primary driver of transfers to the
 Bond Sub-account is the difference between your Unadjusted Account Value and
 your Protected Withdrawal Value. If none of your Unadjusted Account Value is
 allocated to the Bond Sub-account, then over time the formula permits an
 increasing difference between the Unadjusted Account Value and the Protected
 Withdrawal Value before a transfer to the Bond Sub-account occurs. Therefore,
 as time goes on, while none of your Unadjusted Account Value is allocated to
 the Bond Sub-account, the smaller the difference between the Protected
 Withdrawal Value and the Unadjusted Account Value, the more the Unadjusted
 Account Value can decrease prior to a transfer to the Bond Sub-account.

 Each market cycle is unique, therefore the performance of your Sub-accounts,
 and its impact on your Unadjusted Account Value, will differ from market cycle
 to market cycle producing different transfer activity under the formula. The
 amount and timing of transfers to and from the Bond Sub-account pursuant to
 the formula depend on various factors unique to your Annuity and are not
 necessarily directly correlated with the securities markets, bond markets,
 interest rates or any other market or index. Some of the factors that
 determine the amount and timing of transfers (as applicable to your Annuity),
 include:
..   The difference between your Unadjusted Account Value and your Protected
    Withdrawal Value;
..   The amount of time Highest Daily Lifetime Income has been in effect on your
    Annuity;
..   The amount allocated to and the performance of the Permitted Sub-accounts
    and the Bond Sub-account;
..   Any additional Purchase Payments you make to your Annuity (while the
    benefit is in effect); and
..   Any withdrawals you take from your Annuity (while the benefit is in effect).

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

 Because the amount allocated to the 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. The greater the amounts allocated to either the Bond Sub-account or
 to the Permitted Sub-accounts, the greater the impact performance of that
 Sub-account has on your Unadjusted Account Value and thus the greater the
 impact on whether (and how much) your Unadjusted Account Value is transferred
 to or from the Bond Sub-account. It is possible, under the formula, that if a
 significant portion of your Unadjusted Account Value is allocated to the Bond
 Sub-account and that Sub-account has positive performance, the formula might
 transfer a portion of your Unadjusted Account Value to the Permitted
 Sub-accounts, even if the performance of your Permitted Sub-accounts is
 negative. Conversely, if a significant portion of your Unadjusted Account
 Value is allocated to the Bond Sub-account and that Sub-account has negative
 performance, the formula may transfer additional amounts from your Permitted
 Sub-accounts to the Bond Sub-account even if the performance of your Permitted
 Sub-accounts is positive.

 If you make additional Purchase Payments to your Annuity, they will be
 allocated in accordance with your Annuity. Once allocated, they will also be
 subject to the formula described above and therefore may be transferred to the
 Bond Sub-account, if dictated by the formula and subject to the 90% cap
 feature described above.

 Any Unadjusted Account Value in the Bond Sub-account will not participate in
 the positive or negative investment experience of the Permitted Sub-accounts
 until it is transferred out of the 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 rules 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 or 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.

 HIGHEST DAILY LIFETIME 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


                                     D-11





 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 laws of any
    United States jurisdiction 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.


                                     D-12





 (2)The designated life is unable to perform two or more basic abilities of
    caring for oneself or "activities of daily living." We define these basic
    abilities as:
    i. Eating: Feeding oneself by getting food into the body from a receptacle
       (such as a plate, cup or table) or by a feeding tube or intravenously.
    ii.Dressing: Putting on and taking off all items of clothing and any
       necessary braces, fasteners or artificial limbs.
   iii.Bathing: Washing oneself by sponge bath; or in either a tub or shower,
       including the task of getting into or out of the tub or shower.
    iv.Toileting: Getting to and from the toilet, getting on and off the
       toilet, and performing associated personal hygiene.
    v. Transferring: Moving into or out of a bed, chair or wheelchair.
    vi.Continence: Maintaining control of bowel or bladder function; or when
       unable to maintain control of bowel or bladder function, the ability to
       perform personal hygiene (including caring for catheter or colostomy
       bag).

 You must notify us in writing when the LIA conditions have been met. If, when
 we receive such notification, there are more than 120 days remaining until the
 end of the waiting period described above, you will not be eligible for the
 LIA Amount, and you will have to notify us again in writing in order to become
 eligible. If there are 120 days or less remaining until the end of the waiting
 period when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. The designated life must
 be available for any assessment or reassessment pursuant to our administrative
 process requirements. Please note that you must be available in the U.S. for
 the assessment. 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. However, if you were receiving income based on the LIA Amount and do
 not take action to change your withdrawal amount to your Annual Income Amount,
 any cumulative Lifetime Withdrawals in an Annuity Year that are in excess of
 the Annual Income Amount will impact your Annual Income Amount in subsequent
 years (except with regard to Required Minimum Distributions for this Annuity
 that comply with our rules). Please note that we will not change your current
 withdrawal amount unless you instruct us to do so. If you wish to establish or
 make changes to your existing withdrawal program to ensure that you are not
 taking Excess Income, please contact our Annuity Service Office. 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 Income"), 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 Income. Excess
 Income 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


                                     D-13





 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 INCOME 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 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 LIA AMOUNT WILL BE TREATED AS EXCESS
 INCOME - 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 Excess Income 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). Subject to state law, 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


                                     D-14





 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; OR
..   IF YOU CEASE TO MEET OUR REQUIREMENTS FOR ELECTIONS OF THIS BENEFIT.

 Highest Daily Lifetime Income with LIA uses the same predetermined
 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 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 individuals who are spouses. We reserve the right, in our sole
 discretion, to cease offering this benefit for new elections 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 result 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. Withdrawals are taken first from your
 own Account Value. We are only required to begin making lifetime income
 payments to you under our guarantee when and if your Unadjusted Account Value
 is reduced to zero (for any reason other than due to partial withdrawals of
 Excess Income). 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 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 above entitled "How 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,


                                     D-15





 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.

 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) 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.

 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 at the first Lifetime Withdrawal and does not reduce in
 subsequent Annuity Years, as described below. 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 Unadjusted 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.


                                     D-16






 AS DISCUSSED IN THIS PARAGRAPH, WHEN YOU MAKE A PARTIAL 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 PARTIAL 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) immediately 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).

 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). Subject to state law, we reserve the
 right to not accept additional Purchase Payments if we are not then offering
 this benefit for new elections. We will exercise such reservation of right for
 all annuity purchasers in the same class in a nondiscriminatory manner.

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


                                     D-17






 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.

 Spousal Highest Daily Lifetime Income does not affect your ability to take
 withdrawals under your Annuity, or limit your ability to take partial
 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. If your cumulative
 Lifetime Withdrawals in an Annuity Year exceed the Annual Income Amount, 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).

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

 Examples of dollar-for-dollar and proportional reductions and the Highest
 Daily Auto Step-Up are set forth below. The values shown here are purely
 hypothetical, and do not reflect the charges for the Spousal Highest Daily
 Lifetime 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
..   The first withdrawal is a Lifetime Withdrawal

 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 Income to the
 Unadjusted Account Value immediately prior to the Excess Income. (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 Income                                   $  2,900.00
Unadjusted Account Value immediately before Excess Income of $2,100  $115,100.00
Excess Income 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 greater than the
 Annual Income Amount, adjusted for Excess Income and additional Purchase
 Payments (including any associated Purchase Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $5,400. However, the Excess Income on October 29 reduces the
 amount to $5,301.72 for future years (see above). For the next Annuity Year,
 the Annual Income


                                     D-18





 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 greater than $5,301.72. Here
 are the calculations for determining the daily values. Only the October 26
 value is being adjusted for Excess Income as the October 30, October 31 and
 November 1 Valuation Days occur after the Excess Income on October 29.





                                  HIGHEST DAILY VALUE    ADJUSTED ANNUAL INCOME
                                (ADJUSTED FOR WITHDRAWAL  AMOUNT (4.5% 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
November 1, 2012   $118,473.00        $119,000.00              $5,355.00




 *  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 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
    $5,355.00. 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 $2,900 ($2,900 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an Unadjusted Account Value
       of $116,100 before the Excess Income.
   .   This amount ($116,100) is further reduced by 1.82% (this is the ratio in
       the above example which is the Excess Income divided by the Unadjusted
       Account Value immediately preceding the Excess Income) 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 greater than the October 30 value, we will continue to
       carry $113,986.98 forward to the next 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.
   .   The October 31 adjusted Highest Daily Value of $119,000.00 is also
       greater than the November 1 value, so we will continue to carry
       $119,000.00 forward to the final Valuation Day of November 1.

 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 greater than the
 current year's Annual Income Amount of $5,301.72 (adjusted for Excess Income),
 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. You
 cannot take a Non-Lifetime Withdrawal in an amount that would cause your
 Annuity's Account Value, after taking the withdrawal, to fall below the
 minimum Surrender Value (see "Surrenders - Surrender Value"). 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 partial 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 Annual Income Amount, which is based on your Protected
 Withdrawal Value. Once you elect the Non-Lifetime Withdrawal or Lifetime
 Withdrawals, no additional Non-Lifetime withdrawals may be taken. If you do
 not take a Non-Lifetime Withdrawal before beginning Lifetime Withdrawals, you
 lose the ability to take it.

 The Non-Lifetime Withdrawal will proportionally reduce the Protected
 Withdrawal Value. It will also proportionally reduce the Periodic Value
 guarantee on the twelfth anniversary of the benefit effective date (see
 description in "Key Feature - Protected Withdrawal Value," above). It will
 reduce both by the percentage the total withdrawal amount (including any
 applicable CDSC) represents of the then current Unadjusted Account Value
 immediately prior to the time of the withdrawal.

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


                                     D-19





..   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:




                                                           
       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
       12/th/ benefit year Minimum Periodic Value             $183,750




 REQUIRED MINIMUM DISTRIBUTIONS
 See the sub-section entitled "Required Minimum Distributions" in the
 prospectus section above concerning Highest Daily Lifetime Income for a
 discussion of the relationship between the RMD amount and the Annual Income
 Amount.

 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 PARTIAL 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.


                                     D-20






..   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 partial
    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.
..   Any Lifetime Withdrawal that you take that is less than or equal to the
    Annual Income Amount is not subject to a CDSC, even if the total amount of
    such withdrawals in any Annuity Year exceeds the maximum Free Withdrawal
    amount. For purposes of calculating a CDSC on any future withdrawal,
    Lifetime Withdrawals that are less than or equal to the Annual Income
    Amount in an Annuity Year are not treated as withdrawals of Purchase
    Payments. Moreover, any Lifetime Withdrawal that is treated as Excess
    Income is subject to any applicable CDSC if the withdrawal is greater than
    the Free Withdrawal amount.
..   You should carefully consider when to begin taking Lifetime Withdrawals. If
    you begin taking withdrawals early, you may maximize the time during which
    you may take Lifetime Withdrawals due to longer life expectancy, and you
    will be using an optional benefit for which you are paying a charge. On the
    other hand, you could limit the value of the benefit if you begin taking
    withdrawals too soon. For example, withdrawals reduce your Unadjusted
    Account Value and may limit the potential for increasing your Protected
    Withdrawal Value. You should discuss with your Financial Professional when
    it may be appropriate for you to begin taking Lifetime Withdrawals.
..   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 predetermined
    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 Unadjusted 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 Unadjusted Account Value, or upon addition of additional
    Purchase Payments. That is, we will not require such current participants
    to re-allocate Unadjusted 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 begin until the close of business on the following
    Valuation Day.
..   Any Death Benefit, including any optional Death Benefit that you elect,
    will terminate if withdrawals taken under Spousal Highest Daily Lifetime
    Income reduce your Unadjusted Account Value to zero (see "Death Benefits"
    earlier in the prospectus).
..   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. You will
    begin paying this charge as of the effective date of the benefit even if
    you do not begin taking withdrawals for many years, or ever. We will not
    refund the charges you have paid if you choose never to take any
    withdrawals and/or if you never receive any lifetime income payments.

 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 Spousal Highest Daily Lifetime Income
 would be deducted on the same day we process a withdrawal


                                     D-21





 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 if 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; OR
..   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


                                     D-22





 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 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
 Please see the Additional Tax Considerations section under Highest Daily
 Lifetime Income above.


                                     D-23





                      APPENDIX E: 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\\))}


                                      E-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.

                                      E-2





APPENDIX F - 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. Highest Daily Lifetime
              Income 2.0 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. Highest Daily Lifetime
              Income 2.0 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. With respect to
               those who are 65 years or older on the date of purchase, in no
               event will the Contingent Deferred Sales Charge exceed 10% in
               accordance with Florida law.

Hawaii         Highest Daily Lifetime Income 2.0 with Lifetime Income
               Accelerator is not available.

Iowa           6 and 12 Month DCA Options are not available. 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.

Oregon         6 and 12 Month DCA Options are not available. Market Value
               Adjustment Options are not available.

South Dakota   Highest Daily Lifetime Income 2.0 with Lifetime Income
               Accelerator is not available.

Texas          No MVA Options are available under the X Series Annuity. The
               Beneficiary Annuity is not available.

Virginia       Highest Daily Lifetime Income 2.0 with Lifetime Income
               Accelerator 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. Highest Daily
               Lifetime Income with Lifetime Income Accelerator is not
               available. Highest Daily Lifetime Income 2.0 with Lifetime
               Income Accelerator is not available.



                                      F-1





                           APPENDIX G - 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, currently equal to 0.0025; 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.

                                      G-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, currently equal to 0.0025; and

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

                                      G-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.

                                      G-3





                 APPENDIX H - 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

   .   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\\))}


                                      H-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.

 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

                                      H-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.

                                      H-3





APPENDIX I - FORMULA FOR HIGHEST DAILY LIFETIME INCOME 2.0 SUITE, HIGHEST DAILY
LIFETIME INCOME SUITE AND HIGHEST DAILY LIFETIME 6 PLUS SUITE OF LIVING BENEFITS


 This Appendix describes the formula used with the following living benefits:


 The Highest Daily Lifetime Income 2.0 Suite:
..   Highest Daily Lifetime Income 2.0;
..   Highest Daily Lifetime Income 2.0 with Lifetime Income Accelerator;
..   Spousal Highest Daily Lifetime Income 2.0;
..   Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit;
..   Spousal Highest Daily Lifetime Income 2.0 with Highest Daily Death Benefit.

 The Highest Daily Lifetime Income Suite (offered from January 24, 2011 to
 August 20, 2012):
..   Highest Daily Lifetime Income;
..   Highest Daily Lifetime Income with Lifetime Income Accelerator, and
..   Spousal Highest Daily Lifetime Income.

 The Highest Daily Lifetime 6 Plus Suite (offered from March 15, 2010 to
 January 23, 2011):

..   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.



  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 2.0 Suite, Highest Daily Lifetime Income
       Suite and Highest Daily Lifetime 6 Plus Suite of benefits (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 2.0 Suite, Highest Daily
       Lifetime Income Suite and Highest Daily Lifetime 6 Plus Suite of
       benefits 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.

                                      I-1





   .   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


 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.


                                      I-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
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                     
  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

                                      I-3









                                          
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