-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KJBnnu1ODPmIrXn4TxbP5fOJax60O17fuYvRDEJLLXLRMy1UcF7MswyN2EusZqHB 3c/vAGHWdRbEnZ75TyerxQ== 0000950110-95-000514.txt : 19950731 0000950110-95-000514.hdr.sgml : 19950731 ACCESSION NUMBER: 0000950110-95-000514 CONFORMED SUBMISSION TYPE: N-4 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19950719 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT CENTRAL INDEX KEY: 0000947703 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 221944557 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61125 FILM NUMBER: 95554839 FILING VALUES: FORM TYPE: N-4 SEC ACT: 1940 Act SEC FILE NUMBER: 811-07325 FILM NUMBER: 95554869 BUSINESS ADDRESS: STREET 1: PRUDENTIAL INSURANCE & FINANCIAL SERVICE STREET 2: 1111 DURHAM AVENUE CITY: SOUTH PLAINFIELD STATE: NJ ZIP: 07080 BUSINESS PHONE: 2018026000 MAIL ADDRESS: STREET 1: PRUCO LIFE INSURANCE CO STREET 2: 213 WASHINGTON STREET CITY: NEWARK STATE: NJ ZIP: 07102 N-4 EL 1 N-4 REGISTRATION STATEMENT As filed with the SEC on_________. Registration No. ___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. [ ] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. [ ] (Check appropriate box or boxes) ------------ PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT (Exact Name of Registrant) PRUCO LIFE INSURANCE COMPANY (Name of Depositor) 213 Washington Street Newark, New Jersey 07102-2992 (800) 445-4571 (Address and telephone number of principal executive offices) ------------ Thomas C. Castano Assistant Secretary Pruco Life Insurance Company 213 Washington Street Newark, New Jersey 07102-2992 (Name and address of agent for service) Copy to: Jeffrey C. Martin Shea & Gardner 1800 Massachusetts Avenue, N.W. Washington, D.C. 20036 ------------ Individual Variable Annuity Contracts--The Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940. The filing fee is $500. ------------ Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement ------------ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ CROSS REFERENCE SHEET (as required by Rule 495(a) under the 1933 Act)
N-4 Item Number and Caption Location - - --------------------------- -------- Part A 1. Cover Page ......................................................... Cover Page 2. Definitions ........................................................ Definitions of Special Terms Used in This Prospectus 3. Synopsis or Highlights ............................................. Brief Description of the Contract 4. Condensed Financial Information .................................... N/A 5. General Description of Registrant, Depositor, and Portfolio Companies General Information About Pruco Life, The Pruco Life Flexible Premium Variable Annuity Account, and The Investment Options Available Under the Contract; The Interest-Rate Investment Options and Investments by Pruco Life 6. Deductions and Expenses ............................................ Brief Description of the Contract; Charges, Fees, and Deductions 7. General Description of Variable Annuity Contracts .................. Part A: Brief Description of the Contract; Allocation of Purchase Payments; Transfers; Death Benefit; The Interest-Rate Investment Options and Investments by Pruco Life; Voting Rights; Ownership of the Contract; State Regulation Part B: Participation in Divisible Surplus 8. Annuity Period ..................................................... Brief Description of the Contract; Effecting an Annuity 9. Death Benefit ...................................................... Death Benefit; Effecting an Annuity 10. Purchases and Contract Value. ...................................... Brief Description of the Contract; Pruco Life Insurance Company; Requirements for Issuance of a Contract; Valuation of a Contract Owner's Contract Fund 11. Redemptions ........................................................ Brief Description of the Contract; Short-Term Cancellation Right or "Free Look"; Withdrawals; Charges, Fees and Deductions; Effecting an Annuity 12. Taxes .............................................................. Premium Taxes and Taxes Attributable to Purchase Payments; Federal Tax Status 13. Legal Proceedings .................................................. Litigation 14. Table of Contents of the Statement of Additional Information ....... Additional Information Part B 15. Cover Page ......................................................... Cover Page 16. Table of Contents .................................................. Contents 17. General Information and History .................................... Not Applicable 18. Services ........................................................... Part A: Experts 19. Purchase of Securities Being Offered ............................... Part A: Brief Description of the Contract; Charges, Fees and Deductions; Sale of the Contract and Sales Commissions
N-4 Item Number and Caption Location - - --------------------------- -------- 20. Underwriters ....................................................... Part A: Sale of the Contract and Sales Commissions Part B: Principal Underwriters 21. Calculation of Performance Data .................................... Performance Information 22. Annuity Payments ................................................... Part A: Valuation of a Contract Owner's Contract Fund; Effecting an Annuity 23. Financial Statements ............................................... Part A: Consolidated Financial Statements of Pruco Life Insurance Company and Subsidiaries
Part C Information required to be included in Part C is set forth under the appropriate Item, so numbered in Part C to this Registration Statement. PART A INFORMATION REQUIRED IN A PROSPECTUS PROSPECTUS _________, 1995 PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT VARIABLE ANNUITY CONTRACTS PRUCO LIFE MARKET-VALUE ADJUSTMENT ANNUITY CONTRACTS DISCOVERY PREFERRED This prospectus describes the Discovery(sm) Preferred Annuity Contract*, an individual variable annuity contract offered by Pruco Life Insurance Company ("Pruco Life", "we" or "us"), a stock life insurance company that is a wholly-owned subsidiary of The Prudential Insurance Company of America ("The Prudential"). The Contract is purchased by making an initial payment of $10,000 or more. Additional payments of $1,000 or more may also be made. Following the deduction for any applicable taxes, the purchase payments may be allocated as you direct in one or more of the following ways. o They may be allocated to one or more of eleven subaccounts each of which invests in a corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund"). o They may be allocated to a fixed-rate option which guarantees a stipulated rate of interest for a one year period. o They may be allocated to a market-value adjustment option which guarantees a stipulated rate of interest if held for a seven year period. The value allocated to the subaccounts will vary daily with the investment performance of those accounts. If amounts allocated to a market-value adjustment option are withdrawn or transferred prior to the expiration of the interest rate period, the contract value will be subject to a Market-Value Adjustment, which could result in receipt of more or less than the original amount allocated to that option. On the annuity date, the amount credited under the Contract will be applied to effect a fixed-dollar annuity. Upon annuitization, your participation in the investment options ceases. Prior to that annuity date, you may withdraw in whole or in part the cash value of the Contract. ---------------------------------------------------------- This prospectus provides information a prospective investor should know before investing. Additional information about the Contract has been filed with the Securities and Exchange Commission in a Statement of Additional Information, dated _________, 1995, which information is incorporated herein by reference, and is available without charge upon written request to Pruco Life Insurance Company, 213 Washington Street, Newark, New Jersey 07102-2992, or by telephoning (800) 445-4571. The attached prospectus for the Series Fund and its statement of additional information describe the investment objectives and risks of investing in the portfolios. Additional portfolios and subaccounts may be offered in the future. The Contents of the Statement of Additional Information appear on page 18 of this prospectus. ---------------------------------------------------------- PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO A CURRENT PROSPECTUS FOR THE PRUDENTIAL SERIES FUND, INC. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Pruco Life Insurance Company 213 Washington Street Newark, New Jersey 07102-2992 Telephone: (800) 445-4571 *Discovery is a service mark of The Prudential. DISCOP-1 Ed____-95 Cat. # PROSPECTUS CONTENTS Page ---- DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS..........................1 BRIEF DESCRIPTION OF THE CONTRACT.............................................2 FEE TABLE.....................................................................4 GENERAL INFORMATION ABOUT PRUCO LIFE, THE PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT, AND THE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.........................................................7 Pruco Life Insurance Company...............................................7 Pruco Life Flexible Premium Variable Annuity Account.......................7 The Prudential Series Fund, Inc............................................7 The Interest-Rate Investment Options and Investments by Pruco Life.........8 DETAILED INFORMATION ABOUT THE CONTRACT.......................................8 Requirements for Issuance of a Contract....................................8 Short-Term Cancellation Right or "Free Look"...............................8 Allocation of Purchase Payments............................................9 Cash Value.................................................................9 Guaranteed Interest Rate Periods...........................................9 What Happens When an Interest Cell Reaches its Maturity Date?..............9 Transfers..................................................................9 Dollar Cost Averaging......................................................9 Auto-Rebalancing..........................................................10 Withdrawals...............................................................10 Automated Withdrawals.....................................................10 Market-Value Adjustment...................................................10 Death Benefit.............................................................11 Valuation of a Contract Owner's Contract Fund.............................11 CHARGES, FEES AND DEDUCTIONS.................................................11 1. Premium Taxes and Taxes Attributable to Purchase Payments..............11 2. Administrative Charge..................................................12 3. Charge for Assuming Mortality and Expense Risks........................12 4. Expenses Incurred by the Series Fund...................................12 5. Withdrawal Charge......................................................12 6. Transaction Charge.....................................................13 Critical Care Access......................................................13 FEDERAL TAX STATUS..........................................................13 Diversification...........................................................13 Taxes Payable by Contract Owners..........................................13 Withholding...............................................................14 Impact of Federal Income Taxes............................................14 IRAs......................................................................14 Taxes on Pruco Life.......................................................15 EFFECTING AN ANNUITY........................................................15 1. Annuity Payments for a Fixed Period....................................15 2. Life Annuity with 120 Payments Certain.................................15 3. Interest Payment Option................................................15 Legal Considerations Relating to Sex-Distinct Annuity Purchase Rates......16 OTHER INFORMATION...........................................................16 Required Distributions on Death of Owner..................................16 Misstatement of Age or Sex................................................16 Sale of the Contract and Sales Commissions................................16 Voting Rights.............................................................16 Substitution of Series Fund Shares........................................17 Ownership of the Contract.................................................17 Performance Information...................................................17 Reports to Contract Owners................................................17 State Regulation..........................................................17 Experts...................................................................18 Litigation................................................................18 Additional Information....................................................18 DIRECTORS AND OFFICERS.......................................................19 CONSOLIDATED FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES..............................................................A1 MARKET-VALUE ADJUSTMENT FORMULA..............................................B1 DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS Account--See the Pruco Life Flexible Premium Variable Annuity Account (the "Account"), below. annuitant--The person or persons, designated by the Contract owner, upon whose life or lives monthly annuity payments are based after an annuity is effected. annuity contract--A contract designed to provide an annuitant with an income, which may be a lifetime income, beginning on the annuity date. annuity date--The date, specified in the Contract, when annuity payments begin. cash value--The surrender value of the Contract, which equals the Contract Fund plus or minus any Market-Value Adjustments less any withdrawal charge and any administrative charge due upon surrender. charge-free amount--The amount of your Contract Fund that is not subject to a withdrawal charge. Contract anniversary--The same day and month as the Contract date in each later year. Contract date--The date Pruco Life received the initial purchase payment and necessary documentation for the Contract. Contract Fund--The total value attributable to a specific Contract representing amounts invested in all the subaccounts and in the interest-rate investment options. Contract owner--You. The person who purchases a Discovery Preferred Contract and makes the purchase payments. The owner will usually also be an annuitant, but need not be. The owner has all rights in the Contract before the annuity date. Subject to certain limitations and requirements described in this prospectus, these rights include the right to make withdrawals or surrender the Contract, to designate and change the beneficiaries who will receive the proceeds at the death of the annuitant before the annuity date, to transfer funds among the investment options, and to designate a mode of settlement for the annuitant on the annuity date. Contract year--A year that starts on the Contract date or on a Contract anniversary. fixed-rate option--An investment option under which Pruco Life credits interest to the amount allocated at a guaranteed interest rate periodically declared in advance by Pruco Life but not less than 3%. guaranteed interest rate--The effective annual interest rate credited during the interest rate period. interest cell--A division of the interest-rate investment options which is established whenever you allocate or transfer money into an interest-rate investment option. The amount in the interest cell is credited with a guaranteed interest rate, declared in advance by Pruco Life and never less than 3%, if held for the duration of the cell's interest rate period. interest-rate investment options--The fixed-rate option and the market-value adjustment option. interest rate period--The period for which the guaranteed interest rate is credited. Market-Value Adjustment--If amounts are withdrawn or transferred from a market-value adjustment option before the end of the interest rate period, a Market-Value Adjustment will occur. A Market-Value Adjustment may result in an increase, decrease or no change in the value of the money that was in the interest cell. For the formula used to calculate the adjustment, see MARKET-VALUE ADJUSTMENT FORMULA, on page B1. market-value adjustment option ("MVA option")--An interest-rate investment option subject to a Market-Value Adjustment. The Pruco Life Flexible Premium Variable Annuity Account (the "Account")--A separate account of Pruco Life registered as a unit investment trust under the Investment Company Act of 1940. The Prudential Series Fund, Inc. (the "Series Fund")--A series mutual fund with separate portfolios, one or more of which may be chosen as an underlying investment for the Contract. subaccount--A division of the Account, the assets of which are invested in shares of the corresponding portfolio of the Series Fund. valuation period--The period of time from one determination of the value of the amount invested in a subaccount to the next. Such determinations are made when the net asset values of the portfolios are calculated, which is generally at 4:15 p.m. New York City time on each day during which the New York Stock Exchange is open. variable investment options--The subaccounts. 1 BRIEF DESCRIPTION OF THE CONTRACT The Discovery Preferred Annuity Contract offers you a way to invest on a tax-deferred basis in a variety of investment options and provide income protection for later life by financing annuity payments commencing on the annuity date. The Contract is a variable annuity contract. The value of the Contract depends upon investment results of the investment option[s]. Currently, you may place the invested portion of your purchase payments into one or a combination of variable and interest-rate investment options. Amounts held under the Contract may be withdrawn, in whole or in part, prior to the annuity date. The Contract also provides for a death benefit. The Contract is purchased by making an initial payment of at least $10,000. Additional payments of $1,000 or more may also be made. After the deduction of any charge for taxes attributable to purchase payments is made, purchase payments are allocated to the subaccounts and/or the fixed-rate investment or market-value adjustment options in accordance with your instructions. Currently, there are eleven variable investment options, each of which is called a subaccount. The assets of each subaccount are invested in a corresponding portfolio of The Prudential Series Fund, Inc., a series mutual fund for which The Prudential acts as investment adviser. The Money Market Portfolio is invested in short-term debt obligations similar to those purchased by money market funds; the Bond Portfolio is invested primarily in high quality medium-term corporate and government debt securities; the Conservatively Managed Flexible Portfolio is invested in a mix of money market instruments, fixed income securities, and common stocks, in proportions believed by the investment manager to be appropriate for an investor who desires diversification of investment and who prefers a relatively lower risk of loss and a correspondingly reduced chance of high appreciation; the Aggressively Managed Flexible Portfolio is invested in a mix of money market instruments, fixed income securities, and common stocks, in proportions believed by the investment manager to be appropriate for an investor desiring diversification of investment who is willing to accept a relatively high level of loss in an effort to achieve greater appreciation; the High Yield Bond Portfolio is invested primarily in high yield fixed income securities of medium to lower quality, also known as high risk bonds; the High Dividend Stock Portfolio is invested primarily in common stocks and convertible securities that provide favorable prospects for investment income returns above those of the Standard & Poor's 500 Stock Index or the NYSE Composite Index; the Common Stock Portfolio is invested primarily in common stocks; the Growth Stock Portfolio is invested primarily in equity securities of established companies with above-average growth prospects; the Small Capitalization Stock Portfolio is invested primarily in equity securities of publicly-traded companies with small market capitalization; the Global Equity Portfolio is invested primarily in common stocks and common stock equivalents (such as convertible debt securities) of foreign and domestic insurers; and the Natural Resources Portfolio is invested primarily in common stocks and convertible securities of natural resource companies, and in securities (typically debt securities or preferred stock) the terms of which are related to the market value of a natural resource. Further information about the Series Fund portfolios can be found under The Prudential Series Fund, Inc. on page 7 and in the attached prospectus for the Series Fund. The fixed-rate option guarantees a stipulated rate of interest for a one-year period. The market-value adjustment option (the "MVA option") guarantees a stipulated rate of interest for a seven-year period. The quoted interest rates will be expressed as an effective annual yield. Interest will be credited daily throughout the interest rate period at a rate that will provide the guaranteed annual effective yield over the period of one year. The MVA and fixed-rate options are made up of individual "interest cells" each of which is established whenever you allocate or transfer money into those options. Your Pruco Life representative will tell you the rates of interest currently in effect. This rate will never be below 3%. The value of each Market-Value Adjustment interest cell, prior to its maturity date, varies with changes in interest rates in the same way that the value of a bond changes. If interest rates have risen since the interest cell was established, its value will have decreased. If you make a withdrawal or transfer prior to the maturity date, the value of the interest cell will be adjusted up or down or not at all, depending upon the difference in interest rates between the date when the cell was established and the date of withdrawal. The maximum value of the factor used in determining the amount of adjustment, either positive or negative, is .40. See Market-Value Adjustment, page 10. Pruco Life makes charges under the Contract for the costs of selling and distributing the Contract, for administering the Contract, and for assuming mortality and expense risks under the Contract. Moreover, a charge may be deducted for taxes attributable to purchase payments, including premium tax. In the case of premium tax, Pruco Life will deduct the tax, as provided by applicable law, either from the purchase payment when received, or from the Contract Fund at the time the annuity is effected. The deduction may be lower, or not made at all, for larger purchase payments. See Premium Taxes and Taxes Attributable to Purchase Payments, page 11. A charge against the Series Fund's assets is made by the investment adviser for providing investment advisory and management services. 2 An administrative charge is deducted from the assets held in the variable investment options at an annual rate of 0.15%. Although there is no current intention to do so, we reserve the right to impose an additional administrative charge of up to $25 on each Contract anniversary and at the time of a full withdrawal for Contract Funds less than $50,000. A mortality and expense risk charge equal to an annual rate of 1.25% is deducted from the assets held in the variable investment options. A withdrawal charge may be imposed upon withdrawals made in the first seven Contract years. The maximum withdrawal charge is 7% of the amount withdrawn. Further detail about charges may be found under CHARGES, FEES AND DEDUCTIONS, page 11. In the event that the sole or last surviving annuitant dies prior to the annuity date or the surrender of the Contract for its cash value, Pruco Life will pay a death benefit to the stated beneficiary. If the annuitant was the sole owner of the Contract and the sole beneficiary is the annuitant's spouse, the spouse may be able to continue the Contract. See Death Benefit, page 11. In the event that the annuitant dies after an annuity has been effected but before the entire value of the Contract is distributed, special distribution rules apply. See EFFECTING AN ANNUITY, page 15. Amounts may be transferred out of an investment option into any combination of other investment options available under the Contract. There are no minimum transfer dollar amount requirements. Market-Value Adjustments may apply. Restrictions apply on transfers made from the fixed-rate option. See Transfers, page 9. For a limited time, a Contract may be returned for a refund in accordance with the terms of its "free look" provision. See Short-Term Cancellation Right or "Free Look", page 8. You may withdraw all or part of the Contract Fund prior to the annuity date, subject to the possible withdrawal charge mentioned above. See Withdrawals, page 10. If a full or partial withdrawal is requested, it may be wholly or partially taxable. Certain withdrawals may be subject to a federal penalty tax as well as a federal income tax. See Taxes Payable by Contract Owners, page 13. If a lump sum is requested, it will generally be paid within 7 days and deducted from the Contract Fund. See Withdrawals, page 13. If an annuity option is selected, annuity payments will be in installments of guaranteed amounts. See EFFECTING AN ANNUITY, page 15. This Brief Description of the Contract is intended to provide a broad overview of the more significant features of the Contract. More detailed information will be found in subsequent sections of this prospectus and in the Contract document. 3 FEE TABLE Contract Owner Transaction Expenses Sales Charge Imposed on Purchase Payments..................................None Maximum Withdrawal Charge:
- - ------------------------------------------------------------------------------------------------------------ The Withdrawal Charge Will Be Equal To The Following For Withdrawals During The Contract Year Indicated Percentage Of The Amount Withdrawn* - - ------------------------------------------------------------------------------------------------------------ First Contract Year 7% Second Contract Year 6% Third Contract Year 5% Fourth Contract Year 4% Fifth Contract Year 3% Sixth Contract Year 2% Seventh Contract Year 1% Eighth and Subsequent Contract Years No Charge - - ------------------------------------------------------------------------------------------------------------ * The withdrawal charge is not imposed on any charge-free withdrawal amounts, withdrawals made under Critical Care Access, see page 13, or any amount used to provide income under the Life Annuity with 120 Payments Certain option.
Annual Contract Fee and Fee upon Full Withdrawal.........................None** ** We reserve the right to impose such a charge in the future, but not more than $25. If made, it will be apportioned over all accounts making up the Contract Fund as of the effective date of that deduction. Amounts apportioned to the two interest-rate investment options will reduce the interest cells on a FIFO (first in/first out) basis determined by the age of the cell. The charge will not be made upon withdrawals under Critical Care Access or if the Contract Fund is $50,000 or more. Separate Account Annual Expenses (as a Percentage of average Contract Fund)
All Subaccounts --------------- Mortality and Expense Risk Fee................... 1.25% Administrative Fee............................... 0.15% ----- Total Separate Account Annual Expenses........... 1.40% =====
The Prudential Series Fund, Inc. Annual Expenses (as a percentage of portfolio average net assets)
Conservatively Aggressively High Common Money Managed Managed Yield Common Market Bond Flexible Flexible Fund Stock ---------------------------------------------------------------- Investment Management Fee ............ .40% .40% .55% .60% .55% .45% Other Expenses ....................... .07% .05% .06% .06% .10% .10% ---- ---- ---- ---- ---- ---- Total Series Fund Annual Expenses .... .47% .45% .61% .66% .65% .55% ==== ==== ==== ==== ==== ==== Small High Growth Capitalization Global Natural Dividend Stock Stock Equity Resources -------------------------------------------------------- Investment Management Fee ............ .40% .60% .40% .75% .45% Other Expenses ....................... .12% .15% .22% .48% .16% ---- ---- ---- ----- ---- Total Series Fund Annual Expenses .... .52% .75% .62% 1.23% .61% ==== ==== ==== ===== ====
4 The purpose of the foregoing tables is to assist Contract owners in understanding the expenses of the Pruco Life Flexible Premium Variable Annuity Account and The Prudential Series Fund, Inc. that they bear, directly or indirectly. See the sections on charges in this prospectus and the attached prospectus for the Series Fund. The above tables do not include any taxes attributable to purchase payments nor any premium taxes. Except for the Global Equity Portfolio, The Prudential reimburses a portfolio when its ordinary operating expenses, excluding taxes, interest, and brokerage commissions exceed 0.75% of the portfolio's average daily net assets. With the exception of the Growth Stock and Small Capitalization Stock Portfolios, the amounts listed for the portfolios under "Other Expenses" are based on amounts incurred in the last fiscal year. The Growth Stock and Small Capitalization Stock Portfolios commenced operations in 1995 and therefore do not have actual expense amounts available for the previous fiscal year. Consequently, for the fee table above and the examples that follow, the figures shown as "Other Expenses" and total expenses are based on estimated amounts for the current fiscal year. It is anticipated that as average net assets of both portfolios grow, the magnitude of "Other Expenses" will decrease and become comparable to that of other portfolios. Examples of Fees and Expenses. The following examples illustrate the cumulative dollar amount of all the above expenses that would be incurred on each $1,000 of your investment. o The examples assume a consistent 5% annual return on invested assets; o The examples do not take into consideration any taxes attributable to purchase payments nor any premium taxes which may be payable at the time of annuitization or at the time of purchase payments; For a term less than 10 years, the expenses shown in Table I describe applicable charges for the withdrawal of your entire Contract Fund or if you use your Contract Fund to effect an annuity assuming, in each case, that your Contract Fund is invested entirely in the designated portfolio. The examples should not be considered to be a representation of past or future expenses; actual expenses incurred in any given year may be more or less than those shown in the examples. 5 TABLE I - - ------- If you withdraw your entire Contract Fund just prior to the end of the applicable time period or if you use your Contract Fund to effect an annuity at the end of the applicable time period, you would pay the following cumulative expenses on each $1,000 invested. (Note: The 1, 3 and 5 Year columns reflect the imposition of the withdrawal charge; however, if you choose certain annuity options after the first year this charge will not be made. Where this is the case, the expenses shown in Table II below would be applicable. See Withdrawal Charge, on page 12.)
1 Year 3 Years 5 Years 10 Years ------- -------- -------- --------- Money Market Portfolio........................ $82 $ 93 $115 $216 Bond Portfolio................................ $82 $ 92 $114 $214 Conservatively Managed Flexible Portfolio..... $83 $ 97 $122 $230 Aggressively Managed Flexible Portfolio....... $84 $ 99 $124 $236 High Yield Bond Portfolio..................... $84 $ 98 $124 $234 High Dividend Stock Portfolio................. $82 $ 94 $117 $221 Common Stock Portfolio........................ $83 $ 95 $119 $224 Growth Stock Portfolio........................ $85 $101 $129 $245 Small Capitalization Stock Portfolio.......... $83 $ 97 $122 $231 Global Equity Portfolio....................... $89 $116 $153 $293 Natural Resources Portfolio................... $83 $ 97 $122 $230
TABLE II - - -------- If you do not withdraw any portion of your Contract Fund as of the end of the applicable time period, you would pay the following cumulative expenses on each $1,000 invested.
1 Year 3 Years 5 Years 10 Years ------- -------- -------- --------- Money Market Portfolio......................... $19 $58 $100 $216 Bond Portfolio................................. $19 $57 $ 99 $214 Conservatively Managed Flexible Portfolio...... $20 $62 $107 $230 Aggressively Managed Flexible Portfolio........ $21 $64 $109 $236 High Yield Bond Portfolio...................... $21 $63 $109 $234 High Dividend Stock Portfolio.................. $19 $59 $102 $221 Common Stock Portfolio......................... $20 $60 $104 $224 Growth Stock Portfolio......................... $22 $66 $114 $245 Small Capitalization Stock Portfolio........... $20 $62 $107 $231 Global Equity Portfolio........................ $26 $81 $138 $293 Natural Resources Portfolio.................... $20 $62 $107 $230
Notice that in both of the above tables, the level of cumulative charges is identical for the 10 year column. This is because at that point there are no withdrawal charges taken by Pruco Life upon surrender or annuitization. 6 GENERAL INFORMATION ABOUT PRUCO LIFE, THE PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT, AND THE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT Pruco Life Insurance Company. Pruco Life Insurance Company ("Pruco Life") is a stock life insurance company, organized in 1971 under the laws of the State of Arizona. Pruco Life is licensed to sell life insurance and annuities in the District of Columbia, Guam, and in all states except New York. These Contracts are not offered in any state in which the necessary approvals have not yet been obtained. Pruco Life is a wholly-owned subsidiary of The Prudential, a mutual insurance company founded in 1875 under the laws of the State of New Jersey. As of December 31, 1994, The Prudential has invested over $442 million in Pruco Life in connection with Pruco Life's organization and operation. The Prudential intends from time to time to make additional capital contributions to Pruco Life as needed to enable it to meet its reserve requirements and expenses in connection with its business. The Prudential is under no obligation to make such contributions and its assets do not back the benefits payable under the Contract. Pruco Life's consolidated financial statements appear on page A1 and should be considered only as bearing upon Pruco Life's ability to meet its obligations under the Contracts. Pruco Life Flexible Premium Variable Annuity Account. The Pruco Life Flexible Premium Variable Annuity Account (the "Account") was established on June 16, 1995 under Arizona law as a separate investment account. The Account meets the definition of a "separate account" under federal securities laws. Pruco Life is the legal owner of the assets in the Account and is obligated to provide all benefits under the Contracts. Pruco Life will at all times maintain assets in the Account with a total market value at least equal to the reserve and other liabilities relating to the variable benefits attributable to the Account. These assets are segregated from all of Pruco Life's other assets and may not be charged with liabilities which arise from any other business Pruco Life conducts. In addition to these assets, the Account's assets may include funds contributed by Pruco Life to commence operation of the Account and may include accumulations of the charges Pruco Life makes against the Account. From time to time these additional assets will be transferred to Pruco Life's general account. Before making any such transfer, Pruco Life will consider any possible adverse impact the transfer might have on the Account. The Account is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940 ("1940 Act") as a unit investment trust, which is a type of investment company. This does not involve any supervision by the SEC of the management or investment policies or practices of the Account. For state law purposes, the Account is treated as a part or division of Pruco Life. There are currently eleven subaccounts within the Account, each of which invests in corresponding portfolios of the Series Fund. Additional subaccounts may be added in the future. The Prudential Series Fund, Inc. The Prudential Series Fund, Inc. is registered under the 1940 Act as an open-end diversified management investment company. Its shares are currently sold only to separate accounts of The Prudential and certain other subsidiary insurers that offer variable life insurance and variable annuity contracts. The Account will purchase and redeem shares from the Series Fund at net asset value. Shares will be redeemed to the extent necessary for The Prudential to provide benefits under the Contract and to transfer assets from one subaccount to another, as requested by Contract owners. Any dividend or capital gain distribution received from a portfolio of the Series Fund will be reinvested immediately at net asset value in shares of that portfolio and retained as assets of the corresponding subaccount. The Prudential is the investment advisor for the assets of each of the portfolios of the Series Fund. The Prudential's principal business address is Prudential Plaza, Newark, New Jersey 07102-3777. The Prudential has a Service Agreement with its wholly-owned subsidiary The Prudential Investment Corporation ("PIC"), which provides that, subject to The Prudential's supervision, PIC will furnish investment advisory services in connection with the management of the Series Fund. In addition, The Prudential has entered into a Subadvisory Agreement with its wholly-owned subsidiary Jennison Associates Capital Corp. ("Jennison"), under which Jennison furnishes investment advisory services in connection with the management of the Growth Stock Portfolio. Further detail is provided in the prospectus and statement of additional information for the Series Fund. The Prudential, PIC and Jennison are registered as investment advisors under the Investment Advisers Act of 1940. As an investment advisor, The Prudential charges the Series Fund a daily investment management fee as compensation for its services. The following table shows the investment management fee charged for each portfolio of the Series Fund available for investment by Contract owners. 7 - - --------------------------------------------------------------------------- Annual Investment Management Fee as Portfolio a Percentage of Average Daily Net Assets - - --------------------------------------------------------------------------- Money Market Portfolio 0.40% Bond Portfolio 0.40% Conservatively Managed Flexible Portfolio 0.55% Aggressively Managed Flexible Portfolio 0.60% High Yield Bond Portfolio 0.55% High Dividend Stock Portfolio 0.40% Common Stock Portfolio 0.45% Growth Stock Portfolio 0.60% Small Capitalization Stock Portfolio 0.40% Global Equity Portfolio 0.75% Natural Resources Portfolio 0.45% - - --------------------------------------------------------------------------- It is conceivable that in the future it may become disadvantageous for both variable life insurance and variable annuity contract separate accounts to invest in the same underlying mutual fund. Although neither the companies which invest in the Series Fund, nor the Series Fund currently foresees any such disadvantage, the Series Fund's Board of Directors intends to monitor events in order to identify any material conflict between variable life insurance and variable annuity contract owners and to determine what action, if any, should be taken in response thereto. Material conflicts could result from such things as: (1) changes in state insurance law; (2) changes in federal income tax law; (3) changes in the investment management of any portfolio of the Series Fund; or (4) differences between voting instructions given by variable life insurance and variable annuity contract owners. A full description of the Series Fund, its investment objectives, management, policies, and restrictions, its expenses, the risks attendant to investment therein--including any risks associated with investment in the High Yield Bond Portfolio, and all other aspects of its operation is contained in the attached prospectus for the Series Fund and in its statement of additional information, which should be read in conjunction with this prospectus. There is no assurance that the investment objectives will be met. The Interest-Rate Investment Options and Investments by Pruco Life. Purchase payments invested in the interest-rate investment options do not result in participation in the investment gains or losses of any designated portfolio of investments as is the case for payments invested in the variable investment options. The amounts invested in the interest-rate investment options are credited with interest at rates guaranteed by Pruco Life. All of Pruco Life's assets stand behind those guarantees. Assets of Pruco Life must be invested in accordance with requirements established by applicable state laws regarding the nature and quality of investments that may be made by life insurance companies and the percentage of their assets that may be committed to any particular type of investment. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state, and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. DETAILED INFORMATION ABOUT THE CONTRACT Requirements for Issuance of a Contract. The minimum initial purchase payment is $10,000. The Contract may generally be issued on proposed annuitants below the age of 86; below the age of 70 when purchased in connection with individual retirement annuity plans (IRAs). Before issuing any Contract, we require submission of certain information. Following our review of the information and approval of issuance, a Contract will be issued that sets forth precisely your rights and Pruco Life's obligations. You may thereafter make additional payments of $1,000 or more, but there is no obligation to do so. The Contract date will be the date the purchase payment and required information are received at a Pruco Life Home Office. If the current underwriting requirements are not met and the issuance of the Contract is not approved, the purchase payment will promptly be returned. Pruco Life reserves the right to change these requirements on a non-discriminatory basis. Short-Term Cancellation Right or "Free Look". Generally, you may return a Contract for refund within 10 days after you receive it. Some states allow a longer period of time during which a Contract may be returned for a refund. A refund may be requested by mailing or delivering the Contract to the representative who sold it or to a Pruco Life Home Office. You will then receive a refund of all purchase payments made, plus or minus any change due to investment experience in the value of the amounts allocated to the subaccounts (the portion of your purchase payment allocated to the interest-rate investment options will be returned without adjustment), calculated as if no charges had been made against the account or the underlying variable investment funds. If you purchase the 8 Contract as an individual retirement annuity, federal law requires that you return the Contract for refund within 7 days. However, where applicable state law so requires and as required by federal law, if you exercise your short-term cancellation right you will receive a refund of all purchase payments made without adjustment. Allocation of Purchase Payments. You determine how the initial purchase payment will be allocated among the subaccounts and interest-rate investment options by specifying the desired allocation on the application form for the Contract. You may choose to allocate nothing to a particular subaccount or to the interest-rate investment options. Unless you tell us otherwise, subsequent purchase payments will be allocated in the same proportions as the most recent purchase payment made (unless that was a purchase payment you directed us to allocate on a one time-only basis). You may change the way in which subsequent purchase payments are allocated by providing Pruco Life with proper written instruction or by telephoning the designated Pruco Life Home Office, provided you are enrolled to use the Telephone Transfer system. See Transfers, page 9. Cash Value. The cash value of the Contract is the amount you will receive if you withdraw all of your Contract Fund. It is equal to the value of the Contract Fund plus or minus any applicable Market-Value Adjustment of all amounts in MVA option interest cells and minus any applicable withdrawal charge. A withdrawal will generally have federal income tax consequences, which could include tax penalties. You should consult with a tax adviser before making a withdrawal. See Withdrawals, on page 10 and Federal Tax Status, on page 13. Guaranteed Interest Rate Periods. Pruco Life determines the effective guaranteed, annual interest rate ("guaranteed interest rate") that is available at any given time for the one year fixed-rate option and for the MVA option. This is the rate that the portion of the Contract Fund allocated to that option will earn throughout each interest rate period. The rates change frequently and you may learn what rate[s] are available from your Pruco Life representative. When you select an interest-rate investment option, your payment will be allocated to an interest rate cell and the interest rate will then not change until the cell's maturity date. Interest will be added to the amount in the cell daily at a rate that will provide the guaranteed effective yield over the period of one year. Although the guaranteed interest rates offered may change, the minimum guaranteed interest rate will never be less than an effective annual rate of 3%. What Happens When an Interest Cell Reaches its Maturity Date? On each maturity date, we will offer an election to transfer the amount maturing into either of the available interest-rate investment options or the subaccounts. A Market-Value Adjustment will not be made if this is done within the first 30 days after an interest cell within the MVA option matures. Any amount that you transfer into the same interest-rate investment option during the 30-day period will receive the appropriate rate for that option, effective as of the maturity date. Amounts that you withdraw or transfer into a variable investment option or into a different interest-rate investment option during the 30-day period will receive interest for the period between the maturity date and the date of withdrawal or transfer at the declared renewal rate for the matured cell (i.e. as if you had taken no action within the 30-day period) and will be effective on the date Pruco Life receives your request. If you do not make an election to transfer within the 30-day period following the maturity date, the amount maturing will ordinarily be transferred into a new interest cell of the same duration as the maturing cell at the prevailing interest rate. The transfer date will be the maturity date. Transfers. You may transfer out of an investment option into any combination of other investment options available under the Contract. The transfer request may be in dollars, such as a request to transfer $1,000 from one subaccount to another, or may be in terms of a percentage reallocation among subaccounts. In the latter case, the percentages must be whole numbers. You may make transfers by proper written notice to a Pruco Life Home Office, or by telephone, unless you ask that transfers by telephone not be made. Pruco Life has adopted procedures designed to ensure that requests by telephone are genuine and will require appropriate identification for that purpose. We cannot guarantee that you will be able to get through to complete a telephone transfer during peak periods such as periods of drastic economic or market change. Transfers among subaccounts will take effect as of the end of the valuation period in which a proper transfer request is received at a Pruco Life Home Office. Transfers from interest-rate investment options will take effect on the day we receive your proper notice at our Home Office. Transfers out of an interest cell in the fixed-rate option are permitted only during the 30-day period following its maturity date. Amounts transferred from a market-value adjustment option interest cell may be subject to a Market-Value Adjustment if the transfer is not made in the 30-day period following the maturity date of the interest cell. You may make up to 12 transfers a year without charge. Thereafter, Pruco Life will assess a charge of $25 for each subsequent transfer during that Contract year. See Transaction Charge, page 13. Dollar Cost Averaging transfers do not count towards the 12 transfers per year that can be made without charge. Dollar Cost Averaging. Additionally, an administrative feature called Dollar Cost Averaging ("DCA") is available to Contract owners. This feature allows you to transfer amounts out of one of the variable investment options or the fixed-rate option and into one or more other variable investment options. If you decide to employ this feature, 9 you establish a "DCA account" which may be all or part of the investment option from which you wish the transfers to be made, but it may not be less than the greater of $10,000 or 10% of your first purchase payment. Transfers may be in specific dollar amounts or percentages of the amount in the DCA account at the time of the transfer. You may ask that transfers be made monthly, quarterly, semi-annually or annually. You can add to the DCA account provided that you bring the balance up to at least $10,000. Monthly transfers must be at least 3% of the amount allocated to the Dollar Cost Averaging account, with a minimum of $20 transferred into any one investment option. These amounts are subject to change at Pruco Life's discretion. The minimum transfer amount will only be recalculated upon an increase in the amount allocated to the feature. Each automatic transfer will take effect as of the end of the valuation period in monthly, quarterly, semi-annual or annual intervals as designated by you based on the date the Dollar Cost Averaging account was created, provided the New York Stock Exchange is open on that date. If the New York Stock Exchange is not open on that date, or if the date does not occur in the particular transfer month (for example, if the transfer date turns out to be on the 30th or 31st in February), the transfer will take effect as of the end of the valuation period which immediately follows that date. Automatic transfers will continue until the amount designated for Dollar Cost Averaging has been transferred, or until you notify us of a change in allocation or cancellation of the feature. Auto-Rebalancing. This Contract offers a means of utilizing another investment technique that you may find attractive. The Auto-Rebalancing feature allows you to automatically rebalance subaccount assets at specified intervals based on percentage allocations that you choose. For example, suppose your initial investment allocation of variable investment options A and B is split 40% and 60%, respectively. Then, due to investment results, that split changes. You may instruct that those assets be rebalanced to your original or different allocation percentages. Auto-Rebalancing can be performed on a one-time basis or periodically, as you choose. The interest-rate investment options cannot participate in this administrative feature. Withdrawals. You may at any time before the annuity date make a withdrawal from the Contract Fund of all or part of the cash value of the Contract. However, Pruco Life's consent will be required for a partial withdrawal if the amount requested is less than $500. For federal income tax purposes, withdrawals from Contracts other than individual retirement annuities are considered as having been made first from investment income. See Taxes Payable by Contract Owners, page 13. You may specify from which investment options you would like the withdrawal processed. The withdrawal amount may be specified as a dollar amount or as a percentage of the Contract Fund. If you do not specify from where you would like the withdrawal processed, a partial withdrawal will be withdrawn proportionally from all investment options. Within the interest-rate investment options, we will take the withdrawal first from the oldest eligible interest cell or cells. A Market-Value Adjustment may apply. See Market-Value Adjustment, page 10. Only amounts withdrawn from purchase payments are subject to a withdrawal charge. See Withdrawal Charge, page 12. The withdrawal will be effected as of the end of the valuation period in which a proper withdrawal request is received at a Pruco Life Home Office. Pruco Life will generally pay the amount of any withdrawal, less any required tax withholding, within 7 days after we receive a properly completed withdrawal request. We will adjust the Contract Fund to reflect any applicable sales and/or administrative charge and Market-Value Adjustment. We may delay payment of any withdrawal allocable to the subaccount[s] for a longer period if the disposal or valuation of the Account's assets is not reasonably practicable because the New York Stock Exchange is closed for other than a regular holiday or weekend, trading is restricted by the SEC or the SEC declares that an emergency exists. With respect to the amount of any withdrawal allocable to the interest-rate investment options, we expect to pay the withdrawal promptly upon request. Automated Withdrawals. Pruco Life also offers an Automated Withdrawal feature which enables you to receive periodic withdrawals either monthly, quarterly, semi-annually or annually. Withdrawals may be made from a designated portfolio or proportionally from all portfolios. Withdrawals may be expressed as a specified dollar amount or as a percentage of the Contract Fund. Withdrawal charges may apply if the withdrawals in any Contract year exceed the charge-free amount. Market-Value Adjustment. An amount transferred or withdrawn from an MVA option before its maturity date will be subject to a Market-Value Adjustment. The amount of the Market-Value Adjustment depends upon the difference between the guaranteed interest rate for the interest cell from which the withdrawal or transfer is being made and the interest rate being declared on the date of the withdrawal or transfer by Pruco Life for interest rate periods approximately equal to one year longer than the time remaining until the maturity date of the interest cell. Pruco Life may not always offer MVA options at all durations. Rates for intermediate durations not currently offered will be declared as often as rates for durations which are offered. Such declared rates will be determined in a manner consistent with the offered rates, but reflecting the different investment horizon of the intermediate duration. If you specify your withdrawal or 10 transfer as a dollar amount, the Market-Value Adjustment may increase or decrease the amount remaining in the MVA option. If you request the withdrawal or transfer as a percentage of the Contract Fund, the Market-Value Adjustment may increase or decrease the amount being withdrawn or transferred. If the current declared rate is higher than the guaranteed rate, there will be a decrease. If the current declared rate is lower than the guaranteed rate, there will be an increase. The adjustment - whether up or down - will never be greater than 40% of the amount subject to the adjustment. For a more precise description of how the Market-Value Adjustment is determined, and an example of how it affects the amount remaining after a partial withdrawal, see MARKET-VALUE ADJUSTMENT FORMULA on page B1. Death Benefit. If the last surviving or sole annuitant dies prior to the annuity date, Pruco Life will, upon receipt of all of the information necessary to make the payment (including due proof of death and election of a payment option), pay a death benefit to the beneficiary designated by the Contract owner. The death benefit will equal the greatest of: (1) the Contract Fund as of the date of due proof of death; (2) the sum of all invested purchase payments made less total withdrawals made (including withdrawal charges); and (3) the greatest of the Contract Fund values calculated on every third Contract anniversary reduced by all subsequent withdrawals and withdrawal charges. The beneficiary may receive this amount in one sum or under a payout option. Unless the beneficiary has been irrevocably designated, you may change the beneficiary at any time. If the annuitant dies after he or she has begun to receive annuity payments, the death benefit, if any, will be determined by the type[s] of payout provisions then in effect. If the annuitant was the sole owner of the Contract, the annuitant's spouse was the sole beneficiary, and the spouse had an unrestricted right to receive the death benefit in one sum, then the spouse has the right to continue the Contract as annuitant and owner. Valuation of a Contract Owner's Contract Fund. The value of your Contract Fund is the sum of your interests in the variable investment options and in the interest-rate investment options. The portion of the Contract Fund allocated to the Account is the sum of the interests in each subaccount. The values are measured in Units, for example, Money Market Units, Bond Units or Aggressively Managed Flexible Units. Every purchase payment made by an owner is converted into Units of the subaccount or subaccounts selected by dividing the amount of the purchase payment by the Unit Value for the subaccount to which that amount has been allocated. The value of these Units changes each valuation period to reflect the investment results, expenses, and charges of the subaccount and the corresponding Series Fund portfolio. Further detail about Units is contained in the Statement of Additional Information. There is, of course, no guarantee that your Contract Fund will increase or that it will not fall below the amount of your total purchase payments. However, Pruco Life guarantees a minimum interest rate of 3% a year on that portion of the Contract Fund allocated to the interest-rate investment options. A Market-Value Adjustment may apply to amounts held in the MVA option. Excess interest on payments allocated to the interest-rate investment options may be credited in addition to the guaranteed interest rate. CHARGES, FEES AND DEDUCTIONS 1. Premium Taxes and Taxes Attributable to Purchase Payments. A charge may be deducted for premium taxes and any taxes attributable to purchase payments. For these purposes, "premium taxes and taxes attributable to purchase payments" shall include any state or local premium taxes and, where approval has been obtained, any federal premium taxes and any federal, state or local income, excise, business or any other type of tax (or component thereof) measured by or based upon the amount of premium received by Pruco Life. In some states a premium tax may be imposed on purchase payments. In several other states a premium tax is payable when a Contract Fund is converted into an annuity. The tax rates currently in effect in those states that impose a tax range from 1% to 5%. Some local jurisdictions also impose a tax. In states where approval has been obtained, a charge of 0.3% for federal income taxes measured by premiums is currently being imposed upon each purchase payment received under the Contract. This charge is not imposed on Contracts issued in connection with rollover IRAs. On any Contract subject to premium tax, the tax will be deducted either from the purchase payment when received (except as provided below) or from the Contract Fund at the time the annuity is effected according to the applicable law in effect at the time. A deduction for any such taxes imposed on purchase payments will not be made, however, except to the extent that the total tax attributable to premiums is in excess of 4% when: (1) your total purchase payments, less any purchase payments withdrawn, equal or exceed $50,000; or (2) you purchase separate Contracts for each of your children or grandchildren as annuitants, each Contract has purchase payments totalling at least $25,000, and total purchase payments, less any purchase payments withdrawn, equal or exceed $50,000. Special tax rules may 11 apply to multiple annuity contracts issued by the same company (and affiliates) to the same Contract owner during any calendar year. See Federal Tax Status, page 13. 2. Administrative Charge. There is an administrative charge to reimburse Pruco Life for the expenses incurred in administering the Contracts. This includes such things as issuing the Contract, establishing and maintaining records, and providing reports to Contract owners. This charge is deducted daily from the assets in each of the variable subaccounts and is equivalent to an effective annual rate of 0.15% (.00041065% daily). Although we do not do so now, we reserve the right to impose an additional charge of up to $25 annually and upon surrender on Contracts with less than $50,000 in the Contract Fund. This $25 charge would be apportioned over all investment options making up the Contract Fund as of the effective date of that deduction. The administrative charge contains no element of anticipated profit. 3. Charge for Assuming Mortality and Expense Risks. A deduction is made daily from the assets of each of the variable investment options to reimburse Pruco Life for assuming the risk that our estimates of longevity and of the expenses we expect to incur over the lengthy periods that the Contract may be in effect will turn out to be incorrect. The charge is made daily at an annual rate of 1.25% (.00340349% daily) of the assets held in the subaccounts. This charge is not assessed against amounts allocated to the interest-rate investment options. To the extent that the charge for these risks exceeds the actual cost of expenses and benefits, Pruco Life will realize a gain. These proceeds will become part of Pruco Life's general account and will be available to cover any deficiency to the extent to which withdrawal charges are less than sales expenses under the Contracts. 4. Expenses Incurred by the Series Fund. The charges and expenses of the Series Fund are indirectly borne by the Contract owners. Investment management fees for the available Series Fund portfolios are briefly described under The Prudential Series Fund, Inc. on page 7. Further detail about management fees and other underlying fund expenses are provided in the fee table and in the attached prospectus for the Series Fund and its statement of additional information. 5. Withdrawal Charge. A withdrawal charge may be made upon full or partial withdrawals. The charge compensates Pruco Life for paying all of the expenses of selling and distributing the Contracts, including sales commissions, printing of prospectuses, sales administration, preparation of sales literature, and other promotional activities. For this purpose, withdrawals are deemed to be made first from purchase payments on a first-in, first-out basis and then from earnings. A portion of the withdrawn purchase payments may be withdrawn in any Contract year without the imposition of any charge. That amount is referred to as the "charge-free amount". It is equal to 10% of the total of all purchase payments less all withdrawals of purchase payments previously made plus the charge-free amount available in the immediately preceding Contract year not withdrawn in that year. No withdrawal charge is imposed whenever earnings are withdrawn. An example of how the charge-free amount and the withdrawal charge are determined is given on page B1 as part of the example of how the Market-Value Adjustment works. If your withdrawal exceeds the charge-free amount and it is made within the first seven Contract years, a percentage charge will be applied. The following table sets forth the rates that apply:
- - ------------------------------------------------------------------------------------------------------------------- The Withdrawal Charge Will Be Equal To The Following For Withdrawals During The Contract Year Indicated Percentage Of The Amount Withdrawn* - - ------------------------------------------------------------------------------------------------------------------- First Contract Year 7% Second Contract Year 6% Third Contract Year 5% Fourth Contract Year 4% Fifth Contract Year 3% Sixth Contract Year 2% Seventh Contract Year 1% Eighth and Subsequent Contract Years No Charge - - -------------------------------------------------------------------------------------------------------------------- * Subject to charge-free amount described above. - - --------------------------------------------------------------------------------------------------------------------
No withdrawal charge is made upon a withdrawal used to effect an annuity under the Life Annuity with 120 Payments Certain option. See EFFECTING AN ANNUITY, page 15. Contracts issued to annuitants aged 84 or older are subject to a reduced withdrawal charge. The withdrawal charge will never be greater than permitted by applicable law or regulation. 12 6. Transaction Charge. There is a charge of $25 for each transfer you make after the first 12 (excluding DCA transfers) in a Contract year. The charge is taken pro-rata from the investment options from which the transfer is made. Any effected MVA option cells will not undergo a Market-Value Adjustment as a result of this processing. Critical Care Access. In addition, in those states which have approved a Waiver of Withdrawal Charges endorsement ("Critical Care Access"), all or part of any withdrawal and annual administrative charges associated with a full or partial withdrawal, or any annuitization or withdrawal charge due on the annuity date, will be waived following the receipt of due proof that the annuitant or co-annuitant (if applicable) has been confined to an eligible nursing home or hospital for a period of at least 3 months or a physician has certified that the annuitant or co-annuitant (if applicable) has 6 months or less to live. FEDERAL TAX STATUS The following discussion is based on current law and interpretations which may change. The discussion is general in nature. It is not intended as tax advice. Nor does it consider any applicable state or other tax laws. A qualified tax adviser should be consulted for complete information and advice. The following rules do not generally apply to annuity contracts held by or for non-natural persons (e.g. corporations) or to contracts held under tax-favored retirement plans (other than an IRA rollover). Where a contract is held by a non-natural person, unless the Contract owner is a nominee or agent for a natural person (or in other limited circumstances), the Contract will generally not be treated as an annuity for tax purposes. Diversification. Section 817(h) of the Internal Revenue Code (the "Code") provides that the underlying investments for a variable annuity must satisfy certain diversification requirements. For further detail on diversification requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES in the attached prospectus for the Series Fund. Pruco life believes the underlying variable investment options for the Contract meet these diversification requirements. IRS regulations issued to date, however, do not provide guidance concerning the extent to which Contract owners may direct their investments to particular divisions of a separate account. Such guidance will be included in regulations or revenue rulings under Section 817(d) relating to the definition of a variable contract. Because of this uncertainty, Pruco Life reserves the right to make such changes as it deems necessary to assure that the Contract continues to qualify as an annuity for tax purposes. Any such changes will apply uniformly to affected Contract owners and will be made with such notice to affected Contract owners as is feasible under the circumstances. Taxes Payable by Contract Owners. Under current law, Pruco Life believes that the Contract will be treated as an annuity for Federal income tax purposes and that the issuing insurance company, Pruco Life, and not the Contract owner, will be treated as the owner of the underlying investments for the Contract. Accordingly, generally no tax should be payable by any Contract owner as a result of any increase in the value of the Contract until money is received by him or her. It is important, however, to consider how amounts that are received will be taxed. The Code provides generally that amounts withdrawn by a Contract owner from his or her Contract, before annuity payments begin, will be treated for tax purposes as being first withdrawals of investment income, rather than withdrawals of purchase payments until all investment income has been withdrawn. To the extent assignment is authorized by the Contract, the assignment or pledge (or agreement to assign or pledge) any portion of the value of the Contract for a loan will be treated as a withdrawal subject to these rules. Amounts withdrawn before annuity payments begin which represent a distribution of investment income will be taxable as ordinary income and may be subject to a penalty tax. Amounts which represent a withdrawal of purchase payments will not be taxable as ordinary income or subject to a penalty tax. Moreover, all annuity contracts issued by the same company (and affiliates) to the same Contract owner during any calendar year shall be treated as one annuity contract for purposes of determining whether an amount is subject to tax under these rules. Different tax rules apply to your receipt of annuity payments. For Contracts other than individual retirement annuities, a portion of each annuity payment you receive under a Contract will be treated as a partial return of your purchase payments and will not be taxable. The remaining portion of the annuity payment will be taxed as ordinary income. Exactly how an annuity payment is divided into taxable and non-taxable portions depends upon the period over which annuity payments are expected to be received, which in turn is governed by the form of annuity selected and, where a lifetime annuity is chosen, by the life expectancy of the annuitant. Annuity payments which are received after the annuitant recovers the full amount of the purchase payments will be fully includible in income. Should annuity payments cease on account of the death of the annuitant before purchase payments have been fully recovered, the annuitant, on his or her last tax return, (or in certain cases the beneficiary) is allowed a deduction for the unrecovered amount. 13 The Code provides that any amount received under an annuity contract which is included in income may be subject to a penalty tax. The amount of the penalty is equal to 10% of the amount that is includible in income. Some withdrawals will be exempt from the penalty. They include amounts: (1) made on or after the Contract owner reaches age 59 1/2, (2) made on or after the death of the Contract owner, (3) attributable to the Contract owner becoming disabled within the meaning of Code section 72(m)(7), (4) in the form of level annuity payments made not less frequently than annually under a lifetime annuity, (5) under a qualified funding asset (defined by Code section 130(d)), or (6) under an immediate annuity contract (within the meaning of section 72(u)(4)). Election of the interest pay option is not considered as an annuity payment for tax purposes. Accordingly, unless the Contract is held by an individual retirement annuity, such election will cause investment income under the Contract to be taxable. Generally, the same tax rules apply to amounts received by the beneficiary as those set forth above with respect to the Contract owner, except that the early withdrawal penalty tax does not apply. The election of an annuity payment option may defer taxes otherwise payable upon the receipt of a lump sum death benefit. Certain minimum distribution requirements apply in the case where the owner dies. See Required Distributions on Death of Owner, page 16. In addition, a transfer of the Contract to or the designation of a beneficiary who is either 37 1/2 years younger than the Contract owner or a grandchild of the Contract owner may have Generation Skipping Transfer tax consequences under section 2601 of the Code. Certain transfers of a Contract for less than full consideration, such as a gift, will trigger tax on the investment income in the Contract. This rule does not apply to certain transfers between spouses or incident to divorce. See Ownership of the Contract, page 17. Withholding. Generally, unless you elect to the contrary, the portion of any amounts you receive under your Contract that are attributable to investment income will be subject to withholding to meet federal income tax obligations. The rate of withholding on annuity payments made to you will be determined on the basis of the withholding certificate you may file with Pruco Life. If you do not file such a certificate, you will be treated, for purposes of determining your withholding rate, as a married person with three exemptions. The rate of withholding on all other payments made to you under your Contract, such as amounts you receive upon withdrawals, will be 10%. Thus, if you fail to elect that Pruco Life not do so, it will withhold from withdrawal by, or annuity payment to, you the appropriate percentage of the amount of the payment that constitutes investment income and hence is taxable. Pruco Life will provide you with forms and instructions concerning your right to elect that no amount be withheld from payments to you. If you elect not to have withholding made, you are liable for payment of federal income taxes on the taxable portion of the distribution. You may be subject to penalties under the estimated tax payment rules if your withholding and estimated tax payments are not sufficient. If you do not provide a social security number or other taxpayer identification number, you will not be permitted to elect out of withholding. Special withholding rules apply for nonresident aliens. Generally, there will be no withholding for taxes until you actually receive payments under your Contract. Impact of Federal Income Taxes. In general, if you expect to accumulate savings over a relatively long period of time without making significant withdrawals, there should be tax advantages, regardless of your tax bracket, in purchasing a Contract rather than, for example, a mutual fund with a similar investment policy and approximately the same level of expected investment results. This is because little or no income taxes are incurred by you or by Pruco Life while you hold the Contract and it is generally advantageous to defer the payment of income taxes, so that the investment return is compounded without any deduction for income taxes. The advantage may be considerably greater if you decide to liquidate your investment in the form of monthly annuity payments after your retirement, and even more so if your income, and your tax rate, are lower at that time than they were during your working years. IRAs. The Contracts will not be available in connection with tax-favored plans except for IRAs. Because the Contract's minimum initial payment of $10,000 is greater than the maximum annual contribution permitted to be made to an IRA (generally, $2,000), a Contract may be purchased as a Section 408(b) IRA only in connection with a "rollover" of the proceeds of a qualified plan, TDA or IRA. The Code permits persons who are entitled to receive certain qualifying distributions from a qualified pension or profit-sharing plan described in section 401(a) or 403(a), a tax-deferred section 403(b) annuity ("TDA"), or an IRA, to directly rollover or make, within 60 days, a tax-free "rollover" of all or any part of the amount of such distribution to an IRA which they establish. Additionally, the spouse of a deceased employee may roll over to an IRA certain distributions received by the spouse from a qualified pension or profit-sharing plan, TDA or IRA on account of the employee's death. In order to qualify as an IRA under Section 408(b) of the Code, a Contract (or a rider made a part of the Contract) must contain certain additional provisions: (1) the owner of the Contract must be the annuitant, except when a transfer is made to a former spouse in accordance with a divorce decree as provided in Section 408(d)(6) of the Code; (2) the rights of the owner cannot be forfeitable; (3) the Contract may not be sold, assigned, discounted 14 or pledged for any purpose to any person except Pruco Life; and (4) annuity and death benefit payments must satisfy certain minimum distribution requirements. Contracts issued as Section 408(b) rollover IRAs will conform to such requirements. Taxes on Pruco Life. The earnings of the Account are taxed as part of the operations of Pruco Life. No charge is being made currently against the Account for company federal income taxes (excluding the charge for taxes attributable to premiums). Pruco Life will review the question of a charge to the Account for company federal income taxes periodically. Such a charge may be made in future years for any federal income taxes that would be attributable to the Contract. Under current law, Pruco Life may incur state and local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant and they are not charged against the Contract or the Account. If there is a material change in applicable state or local tax laws, the imposition of any such taxes upon Pruco Life that are attributable to the Account may result in a corresponding charge against the Account. EFFECTING AN ANNUITY Upon the annuity date, the cash value of the Contract will be converted into a fixed-dollar annuity payable to the annuitant[s] named in the Contract. In certain cases, any applicable withdrawal charge will be waived. If two annuitants are named in the Contract, you may decide how much of the amount is to be applied for each annuitant and under which form[s] of annuity. If the Contract is not large enough to produce an initial monthly payment of $50, you will be paid the cash value in a single sum. When you choose to annuitize, all amounts held in the investment options will be withdrawn. An amount equal to the premium tax, if any, imposed by the state in which the annuitant resides is then deducted (unless deducted earlier). Many states do not impose a premium tax. In other states the tax ranges from 1% to 5% of the amount applied to effect an annuity. See Premium Taxes, page 11. Some local jurisdictions also impose a tax. The amount remaining is applied to effect an annuity. This amount becomes part of Pruco Life's general account. The amount of the monthly payments will depend upon the amount applied and the table of rates set forth in the Contract which we guarantee will be used even if longevity has significantly improved since the Contract date. If Pruco Life is offering more favorable rates at that time, then those rates will be used. The annuity will be in one of three forms listed below and other forms may be available with our consent. All the annuity options under this Contract are fixed annuity options. Your participation in the variable investment options ceases when the annuity is effected and the amount of each monthly payment does not change. Unless we consent to a later date, an annuity must begin no later than the Contract anniversary coinciding with or next following the annuitant's 90th birthday (or the younger annuitant's if there are two annuitants named in the Contract). We will then make payments to the annuitant on the first day of each period determined by the form of annuity selected. Unless applicable law states otherwise, if you have not selected an annuity option to take effect by the annuity date, the Interest Payment Option (see below) will become effective then. Special rules apply in the case of a Contract issued in connection with an IRA. 1. Annuity Payments for a Fixed Period. Payments will be to the annuitant during his or her lifetime for up to 25 years. Payments may be in monthly, quarterly, semi-annual, or annual installments. If the annuitant dies during the annuity certain period, unless you designate otherwise, the beneficiary will receive a lump sum payment. The amount of the lump sum payment is determined by discounting each remaining unpaid payment at the interest rate used to compute the actual payments. If the payments were based on the table of rates set forth in the Contract, the interest rate used is 3 1/2% a year. 2. Life Annuity with 120 Payments Certain. Payments will be made to the annuitant monthly during his or her lifetime. If the annuitant dies before the 120th monthly payment is due, monthly annuity payments do not continue to the beneficiary designated by the annuitant unless he or she so selects. Instead, the present value of the remaining unpaid installments, up to and including the 120th monthly payment, is payable to the beneficiary in one sum. In calculating the present value of the unpaid future payments, we will discount each such payment at the interest rate used to compute the amount of the actual 120 payments. If the payments were based on the table of rates set forth in the Contract, an interest rate of 3 1/2% a year is used. Once annuity payments have begun, an annuitant may withdraw the present value of any of the 120 payments certain that have not been paid. 3. Interest Payment Option. The annuitant may choose to have Pruco Life hold a designated amount to accumulate at interest. Unless applicable law states otherwise, if no option has been selected by the annuity date, this option will automatically become effective. Pruco Life will pay interest at an effective rate of at least 3% a year, and we may pay a higher rate of interest. 15 Legal Considerations Relating to Sex-Distinct Annuity Purchase Rates. Although the Contract generally provides for sex-distinct annuity purchase rates for life annuities, those rates are not applicable to Contracts offered in states that have adopted regulations prohibiting sex-distinct annuity purchase rates. Rather, blended unisex annuity purchase rates for life annuities will be provided under all Contracts issued in those states, whether the annuitant is male or female. Other things being equal, such unisex annuity purchase rates will result in the same monthly annuity payments for male and female annuitants. Special provisions may apply if the Contract is issued in connection with an IRA. The necessary information will be provided by the plan sponsor or administrator. OTHER INFORMATION Required Distributions on Death of Owner. Federal tax law requires that if the Contract owner dies before the annuity date, the entire value of the Contract must generally be distributed within 5 years of the date of death. Special rules may apply to the spouse of the deceased owner. The rules regarding required distributions after the Contract owner's death are described in the Statement of Additional Information. Misstatement of Age or Sex. If an annuitant's stated age or sex (except where unisex rates apply) or both are incorrect in the Contract, we will change each benefit and the amount of each annuity payment to that which the total purchase payment amounts would have bought for the correct age and sex. Also, we will adjust for the amount of any overpayments we have already made. Sale of the Contract and Sales Commissions. Pruco Securities Corporation ("Prusec"), an indirect wholly-owned subsidiary of The Prudential, acts as the principal underwriter of the Contract. Prusec, organized in 1971 under New Jersey law, is registered as a broker and dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. Prusec's principal business address is 1111 Durham Avenue, South Plainfield, New Jersey 07080. The Contract is sold by registered representatives of Prusec who are also authorized by state insurance departments to do so. The Contract may also be sold through other broker-dealers authorized by Prusec and applicable law to do so. Registered representatives of such other broker-dealers may be paid on a different basis than described below. The maximum commission that will be paid to the representative is 3.5% of the purchase payment received, and the amount paid to the broker-dealer to cover both the individual representative's commission and other distribution expenses will not exceed 6% of the purchase payment. Trail commissions based on the size of the Contract Fund may be paid. Such commissions will be subject to reduction if Pruco Life accepts purchase payments on and after the annuitant's 84th birthday. The representative may be required to return all of the first year commission if the Contract is not continued through the first year. Representatives who meet certain productivity, profitability, and persistency standards with regard to the sale of the Contract will be eligible for additional compensation. Sales expenses in any year are not equal to the deduction for sales loads in that year. Pruco Life expects to recover its total sales expenses over the periods the Contracts are in effect. To the extent that the sales charges are insufficient to cover total sales expenses, the sales expenses will be recovered from Pruco Life's surplus. Voting Rights. As stated above, all of the assets held in the subaccounts of the Account are invested in shares of the corresponding portfolios of the Series Fund. Pruco Life is the legal owner of those shares and as such has the right to vote on any matter voted on at any Series Fund shareholders meetings. However, as required by law, Pruco Life votes the shares of the Series Fund at any regular and special shareholders meetings it is required to hold in accordance with voting instructions received from Contract owners. The Series Fund does not hold annual shareholders meetings when not required to do so under Maryland law or the Investment Company Act of 1940. Fund shares for which no timely instructions from Contract owners are received, and any shares owned directly or indirectly by Pruco Life are voted in the same proportion as shares in the respective portfolios for which instructions are received. Should the applicable federal securities laws or regulations, or their current interpretation, change so as to permit Pruco Life to vote shares of the Series Fund in its own right, it may elect to do so. Matters on which you may give voting instructions include the following: (1) election of the Board of Directors of the Series Fund; (2) ratification of the independent accountant of the Series Fund; (3) approval of the investment advisory agreement for a portfolio of the Series Fund corresponding to your selected subaccount[s]; (4) any change in the fundamental investment policy of a portfolio corresponding to your selected subaccount[s]; and (5) any other matter requiring a vote of the shareholders of the Series Fund. With respect to approval of the investment advisory agreement or any change in a portfolio's fundamental investment policy, Contract owners participating in such portfolios will vote separately on the matter, pursuant to the requirements of Rule 18f-2 under the Investment Company Act of 1940. The number of Series Fund shares for which you may give instructions is determined by dividing the portion of the value of the Contract derived from participation in a subaccount, by the value of one share in the corresponding portfolio of the applicable Fund. The number of votes for which you may give Pruco Life instructions is determined 16 as of the record date chosen by the Board of Directors of the Series Fund. We furnish you with proper forms and proxies to enable you to give these instructions. We reserve the right to modify the manner in which the weight to be given voting instructions is calculated where such a change is necessary to comply with current federal regulations or interpretations of those regulations. Pruco Life may, if required by state insurance regulations, disregard voting instructions if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment objectives of one or more of the Funds' portfolios, or to approve or disapprove an investment advisory contract for a Fund. In addition, Pruco Life itself may disregard voting instructions that would require changes in the investment policy or investment adviser of one or more of the Funds' portfolios, provided that we reasonably disapprove such changes in accordance with applicable federal regulations. If we do disregard voting instructions, we will advise you of that action and our reasons for such action in the next annual or semi-annual report to Contract owners. Substitution of Series Fund Shares. Although Pruco Life believes it to be unlikely, it is possible that in the judgment of its management, one or more of the portfolios of the Series Fund may become unsuitable for investment by Contract owners because of investment policy changes, tax law changes, or the unavailability of shares for investment. In that event, we may seek to substitute the shares of another portfolio or of an entirely different mutual fund. Before this can be done, the approval of the SEC, and possibly one or more state insurance departments, will be required. You will be notified of such substitution. Ownership of the Contract. The Contract owner is entitled to exercise all the rights under the Contract. The Contract owner is usually, but not always, an annuitant. Ownership of the Contract may, however, be transferred to another person who need not be the person who is to receive annuity payments. Transfer of the ownership of a Contract may involve federal income tax consequences, or may be prohibited under certain Contracts, and you should consult with a qualified tax adviser before attempting any such transfer. Generally, ownership of the Contract is not assignable to a tax-qualified retirement plan or program without Pruco Life's consent. Performance Information. Performance information for the subaccounts may appear in advertising and reports to current and prospective Contract owners. Performance information is based on historical investment experience of the Series Fund, adjusted to take charges under the Contract into account, and does not indicate or represent future performance. Total returns are based on the overall dollar or percentage change in value of a hypothetical investment over a stipulated period, and assume a surrender of the Contract at the end of the period. Total return quotations reflect changes in unit values and the deduction of applicable charges including any applicable withdrawal charges. A cumulative total return reflects performance over a stated period of time. An average annual total return reflects the hypothetical annually compounded return that would have produced the same cumulative total return if the performance had been constant over the entire period. The Money Market Subaccount may advertise its current and effective yield. Current yield reflects the income generated by an investment in the subaccount over a specified seven-day period. Effective yield is calculated in a similar manner except that income earned is assumed to be reinvested. Reports or advertising may include comparative performance information, including, but not limited to: comparisons to market indices; comparisons to other investments; performance rankings; personalized illustrations of historical performance; and data presented by analysts or included in publications. See Performance Information in the Statement of Additional Information for recent performance information. Reports to Contract Owners. You will be sent quarterly statements that provide certain information pertinent to your Contract. These statements provide Contract data that apply only to each particular Contract, including Contract values and transactions during the period. You may request current Contract information at any time, however, we may limit the number of such requests or impose a reasonable charge if such requests are made too frequently. You will also be sent an annual report for the Account and annual and semi-annual reports for the Series Fund. State Regulation. Pruco Life is subject to regulation and supervision by the Department of Insurance of the State of Arizona, which periodically examines its operations and financial condition. It is also subject to the insurance laws and regulations of all jurisdictions in which it is authorized to do business. Pruco Life is required to submit annual statements of its operations, including financial statements, to the insurance departments of the various jurisdictions in which it does business to determine solvency and compliance with local insurance laws and regulations. 17 In addition to the annual statements referred to above, Pruco Life is required to file with Arizona and other jurisdictions a separate statement with respect to the operations of all its variable contract accounts, in a form promulgated by the National Association of Insurance Commissioners. Experts. The audited financial statements and the financial statements from which the Condensed Financial Information included in this prospectus have been derived, have been examined by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein. Such financial statements have been included herein in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Deloitte & Touche LLP's principal business address is Two Hilton Court, Parsippany, New Jersey 07054-0319. Litigation. Pruco Life is involved in pending and threatened litigation in which claims for monetary damages are asserted. Pruco Life does not anticipate the ultimate liability arising from such pending or threatened litigation to have a material effect on the condition of the Company. Statement of Additional Information. The contents of the Statement of Additional Information include: OTHER INFORMATION CONCERNING THE ACCOUNT A. Principal Underwriter B. Determination of Subaccount Unit Values C. IRS Required Distributions on Death of Owner D. Participation in Divisible Surplus E. Performance Information F. Comparative Performance Information Additional Information. A registration statement has been filed with the SEC under the Securities Act of 1933, relating to the offering described in this prospectus. This prospectus does not include all of the information set forth in the registration statement. Certain portions have been omitted pursuant to the rules and regulations of the SEC. The omitted information may, however, be obtained from the SEC's principal office in Washington, D.C., upon payment of a prescribed fee. Further information, including statutory statements filed with the state insurance departments, may also be obtained from Pruco Life's office. The address and telephone number of Pruco Life are set forth on the cover of this prospectus. Financial Statements. The consolidated financial statements of Pruco Life and subsidiaries should be distinguished from the financial statements of the Account, and should be considered only as bearing upon the ability of Pruco Life to meet its obligations under the Contracts. This prospectus does not contain financial statements for the Account because as of the date of this prospectus, the Account had not yet commenced operations, had no assets or liabilities, and had not received any income or incurred any expenses. 18 DIRECTORS AND OFFICERS The directors and officers of Pruco Life, listed with their principal occupations during the past 5 years, are shown below. DIRECTORS OF PRUCO LIFE E. MICHAEL CAULFIELD, Director. -- Chief Executive Officer, Prudential Preferred Financial Services since 1995; 1993 to 1995: President, Prudential Preferred Financial Services; 1992 to 1993: President, Prudential Property and Casualty Insurance Company*; Prior to 1992: President of Investment Services of The Prudential. Age 48. ROBERT P. HILL, Chairman and Director. -- Executive Vice President of The Prudential. Age 54. GARNETT L. KEITH, JR., Director. -- Vice Chairman of The Prudential. Age 59. IRA J. KLEINMAN, Director. -- President, Prudential Select Marketing since 1993; 1992 to 1993: Senior Vice President of The Prudential; Prior to 1992: Vice President of The Prudential. Age 48. ESTHER H. MILNES, President and Director. -- Senior Vice President and Chief Actuary, Prudential Insurance and Financial Services since 1993; Prior to 1993: Vice President and Associate Actuary of The Prudential. Age 44. I. EDWARD PRICE, Vice Chairman and Director. -- Chief Executive Officer, International Insurance of The Prudential since 1994; 1993 to 1994: President, International Insurance of The Prudential; Prior to 1993: Senior Vice President and Company Actuary of The Prudential. Age 52. OFFICERS WHO ARE NOT DIRECTORS BEVERLY R. BARNEY, Senior Vice President. -- Vice President and Associate Actuary, Prudential Insurance and Financial Services since 1995; 1993 to 1995: Senior Vice President and Associate Actuary, Prudential Direct; 1991 to 1993: Senior Vice President and Actuary of Pruco Life; Prior to 1991: Vice President and Actuary of Pruco Life. Age 47. ROBERT EARL, Senior Vice President. -- Vice President, Strategic Initiatives, Prudential Preferred Financial Services since 1993; Prior to 1993: Vice President Regional Marketing of The Prudential. Age 44. CLIFFORD E. KIRSCH, Chief Counsel -- Chief Counsel of The Prudential Insurance Company's Individual Variable Products Department. 1994 to 1995: Associate General Counsel with Paine Webber. Prior to 1994: Assistant Director in the Division of Investment Management with the Securities and Exchange Commission. RICHARD F. LAMBERT, Senior Vice President, Chief Actuary, Appointed Actuary. -- Vice President and Chief Actuary, Prudential Preferred Financial Services since 1994; 1993 to 1994: Vice President and Actuary, Prudential Preferred Financial Services; 1991 to 1993: Vice President and Associate Actuary of The Prudential. Prior to 1991: Vice President, Prudential Select Marketing. Age 37. SUSAN L. BLOUNT, Vice President and Secretary. -- Vice President and Secretary of The Prudential since 1995; Prior to 1995: Assistant General Counsel for Prudential Residential Services Company. Age 38. DIANE M. MCGOVERN, Vice President and Actuary. -- Vice President and Assistant Actuary of The Prudential. Age 44. MARTIN PFINSGRAFF, Treasurer. -- Vice President and Treasurer of The Prudential since 1991; Prior to 1991: Managing Director, Corporate Finance of The Prudential. Age 40. MICHAEL R. SHAPIRO, Senior Vice President. -- Senior Vice President, Prudential Select Brokerage. Age 47. LAWRENCE J. SUNDRAM, Senior Vice President. -- Senior Vice President of Property and Casualty, Prudential Insurance and Financial Services since 1994; 1993 to 1994: Vice President, Prudential Insurance and Financial Services; Prior to 1993: Vice President, District Agencies Marketing for The Prudential. Age 48. STEPHEN P. TOOLEY, Vice President, Comptroller and Chief Accounting Officer. -- Vice President and Comptroller, Prudential Insurance and Financial Services since 1993; Prior to 1993: Director, Financial Analysis for The Prudential. Age 42. The business address of all directors and officers of Pruco Life is 213 Washington Street, Newark, New Jersey 07102-2992. * Subsidiary of The Prudential 19 "A" pages to be inserted here Updated financials will be supplied by pre-effective amendment MARKET-VALUE ADJUSTMENT FORMULA The Market-Value Adjustment, which is applied to withdrawals and transfers made at any time other than the 30-day period following the end of an interest rate period, involves three amounts: 1. The number of whole months remaining in the existing interest rate period. 2. The guaranteed interest rate. 3. The interest rate that Pruco Life declares for a duration of one year longer than the number of whole years remaining on the existing cell being withdrawn from. Stated as a formula, the Market Value Factor is equal to: (M/12) x (R-C), not to exceed +0.40 or be less than -0.40; Where, M = the number of whole months (not to be less than one) remaining in the interest rate period. R = the Contract's guaranteed interest rate expressed as a decimal. Thus 6.2% is converted to 0.062. C = the interest rate, expressed as a decimal, that Pruco Life declares for a duration equal to the number of whole years remaining in the present interest rate period, plus 1 year as of the date the request for a withdrawal or transfer is received. The Market-Value Adjustment is then equal to the Market Value Factor multiplied by the amount subject to a Market-Value Adjustment. The steps below explain how a Market-Value Adjustment is calculated. Step 1: Divide the number of whole months left in the existing interest rate period (not to be less than one) by 12. Step 2: Determine the interest rate Pruco Life declares on the date the request for withdrawal or transfer is received for a duration of years equal to the whole number of years determined in Step 1, plus 1 additional year. Subtract this interest rate from the guaranteed interest rate. The result could be negative. Step 3: Multiply the results of Step 1 and Step 2. Again, the result could be negative. If the result is less than -0.4, use the value -0.4. If the result is in between -0.4 and 0.4, use the actual value. If the result is more than 0.4, use the value 0.4. Step 4: Multiply the result of Step 3 (which is the Market Value Factor) by the value of the amount subject to a Market-Value Adjustment. The result is the Market-Value Adjustment. Step 5: The result of Step 4 is added to the interest cell. If the Market-Value Adjustment is positive, the interest cell will go up in value. If the Market-Value Adjustment is negative, the interest cell will go down in value. Depending upon when the withdrawal request is made, a withdrawal charge may apply. The following example will illustrate the application of a Market-Value Adjustment and the determination of the withdrawal charge. Suppose a Contract owner made two invested purchase payments, the first in the amount of $10,000 on December 1, 1995, all of which was allocated to the Common Stock Subaccount, and the second in the amount of $5,000 on October 1, 1997, all of which was allocated to the MVA Option with a guaranteed interest rate of 8% (0.08) for 7 years. A request for withdrawal of $8,500 is made on February 1, 2000 (the Contract owner does not provide any withdrawal instructions). On that date the amount in the Common Stock Subaccount is equal to $12,000 and the amount in the interest cell with a maturity date of September 30, 2004 is $5,985.23, so that the Contract Fund on that date is equal to $17,985.23. On February 1, 2000, the interest rate declared by Pruco Life for the duration of 5 years (4 whole years remaining until September 30, 2004, plus one year) is 11%. B1 The following computations would be made: 1. Calculate the Contract Fund value as of the effective date of the transaction. This would be $17,985.23. 2. Calculate the charge-free amount (the amount of the withdrawal that is not subject to a withdrawal charge). DATE PAYMENT FREE ---- ------- ---- 12/1/95 $10,000 $1,000 12/1/96 $2,000 10/1/97 $ 5,000 $2,500 12/1/97 $4,000 12/1/98 $5,500 12/1/99 $7,000 The charge-free amount in the fifth Contract year is 10% of $15,000 (total purchase payments) plus $5,500 (the charge-free amount in the fourth Contract year) for a total of $7,000. 3. Since the withdrawal request is in the fifth Contract year, a 3% withdrawal charge rate applies to any portion of the withdrawal which is not charge-free. $8,500.00 requested withdrawal amount - $7,000.00 charge-free ----------- $1,500.00 additional amount needed to complete withdrawal The Contract provides that the Contract Fund will be reduced by an amount which, when reduced by the withdrawal charge, will equal the amount requested. Therefore, in order to produce the amount needed to complete the withdrawal request ($1,500), we must "gross-up" that amount, before applying the withdrawal charge rate. This is done by dividing by 1 minus the withdrawal charge rate. $1,500.00 / (1-.03) = $1,500.00 / 0.97 = $1,546.39 grossed-up amount Please note that a 3% withdrawal charge on this grossed-up amount reduces it to $1,500, the balance needed to complete the request. $1,546.39 grossed-up amount X .03 withdrawal charge rate ---------- $ 46.39 withdrawal charge 4. The Market Value Factor is determined as described in steps 1 through 5, above. In this case, it is equal to 0.08 (8% is the guaranteed rate in the existing cell) minus 0.11 (11% is the interest rate that would be offered for an interest cell with a duration of the remaining whole years plus 1), which is -0.03, multiplied by 4.58333 (55 months remaining until September 30, 2004, divided by 12) or -0.13750. Thus, there will be a negative Market-Value Adjustment of 14% of the amount in the interest cell that is subject to the adjustment. -0.13750 X $5,985.23 = - 822.97 negative MVA $ 5,985.23 unadjusted value ---------- $ 5,162.26 adjusted value $12,000.00 Common Stock value ---------- $17,162.26 adjusted Contract Fund 5. The total amount to be withdrawn, $8,546.39, (sum of the surrender charge, $46.39, and the requested withdrawal amount of $8,500) is apportioned over all accounts making up the Contract Fund following the Market-Value Adjustments, if any, associated with the MVA option. Common Stock ($12,000 / $17,162.26) X $8,546.39 = $5,975.71 7-Yr MVA ($5,162.26 / $17,162.26) X $8,546.39 = $2,570.68 --------- $8,546.39 6. The adjusted value of the interest cell of $5,985.23 reduced by the withdrawal of $2,570.68 leaves $2,591.58. This amount must be "unadjusted" by dividing it by 0.86250 (1 plus the Market-Value Adjustment of -0.13750) to determine the amount remaining in the interest cell to which the guaranteed interest rate of 8% will continue to be credited until September 30, 2004 or a subsequent withdrawal. That amount is $3,004.73. B2 PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION STATEMENT OF ADDITIONAL INFORMATION ______________ 1, 1995 PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT VARIABLE ANNUITY CONTRACTS PRUCO LIFE MARKET-VALUE ADJUSTMENT ANNUITY CONTRACTS The Discovery(SM) Preferred Annuity Contract* (the "Contract") is an individual variable annuity contract issued by the Pruco Life Insurance Company ("Pruco Life"), a stock life insurance company that is a wholly-owned subsidiary of The Prudential Insurance Company of America ("The Prudential") and is funded through the Pruco Life Flexible Premium Variable Annuity Account (the "Account"). The Contract is purchased by making an initial purchase payment of $10,000 or more; subsequent payments must be $1,000 or more. This statement of additional information is not a prospectus and should be read in conjunction with the Contract's prospectus, dated ________ 1, 1995, which is available without charge upon written request to the Pruco Life Insurance Company, 213 Washington Street, Newark, New Jersey 07102-2992, or by telephoning (800) 445-4571. Pruco Life Insurance Company 213 Washington Street Newark, New Jersey 07102-2992 Telephone: (800) 445-4571 *Discovery is a service mark of The Prudential. DISCOP-1B Ed ____-95 Catalog #_______ CONTENTS Page ---- OTHER INFORMATION CONCERNING THE ACCOUNT ............................... 1 A. Principal Underwriter ...................................... 1 B. Determination of Subaccount Unit Values .................... 1 C. IRS Required Distributions on Death of Owner ............... 1 D. Participation in Divisible Surplus ......................... 1 E. Performance Information .................................... 1 F. Comparative Performance Information ........................ 5 OTHER INFORMATION CONCERNING THE ACCOUNT A. Principal Underwriter. Pruco Securities Corporation ("Prusec"), an indirectly wholly-owned subsidiary of The Prudential, performs all sales and distribution functions regarding the Contracts and may be deemed to be the "principal underwriter" of the Account under the Investment Company Act of 1940. B. Determination of Subaccount Unit Values. The value for each Subaccount Unit is computed as of the end of each "valuation period" as defined in the prospectus (also referred to in this section as "business day"). On any given business day the value of a Unit in each subaccount will be determined by multiplying the value of a Unit of that subaccount for the preceding business day by the net investment factor for that subaccount for the current business day. The net investment factor for any business day is determined by dividing the value of the assets of the subaccount for that day by the value of the assets of the subaccount for the preceding business day (ignoring, for this purpose, changes resulting from new purchase payments and withdrawals), and subtracting from the result the daily equivalent of the 1.2% annual charge for administrative expenses and mortality and expense risks. (See CHARGES, FEES, AND DEDUCTIONS in the prospectus.) The Account's financial statements reflect a different breakdown of the expense structure than is described in the prospectus. The mortality and expense risk charges described in item 5 therein combined with an administrative charge described in item 4 total an amount which is the same 1.4% per year described in Note 3A of the Notes to the Account's financial statements. The value of the assets of a subaccount is determined by multiplying the number of shares of the Series Fund held by that subaccount by the net asset value of each share and adding the value of dividends declared by the Series Fund but not yet paid. C. IRS Required Distributions on Death of Owner. If the Contract owner dies before the entire interest in the Contract is distributed, the value of the Contract must be distributed to the designated beneficiary as described in this section so that the Contract qualifies as an annuity under the Internal Revenue Code. If the death occurs 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 the death occurs before the annuity date, the entire interest in the Contract must be distributed within 5 years after date of death. However, if an annuity payment option is selected by the designated beneficiary and if annuity payments begin within 1 year of the owner's death, the value of the Contract may be distributed over the beneficiary's life or a period not exceeding the beneficiary's life expectancy. The owner's designated beneficiary is the person to whom ownership of the Contract passes by reason of death, and must be a natural person. Special additional rules apply to Contracts issued in conjunction with plans subject to Section 457 of the Code. For Contracts purchased in connection with a tax favored plan where the owner's spouse is the beneficiary, annuity payments need only begin on or before April 1 of the calendar year following the calendar year in which the owner would have attained age 70 1/2 or in some instances the remaining interest in the Contract may be rolled over to an IRA owned by the spouse. If any portion of the Contract owner's interest is payable to (or for the benefit of) the surviving spouse of the owner, the Contract may be continued with the surviving spouse as the owner. This rule does not apply to Contracts issued in connection with tax favored plans other than IRAs. D. Participation in Divisible Surplus. A mutual life insurance company, such as The Prudential, differs from a stock life insurance company in that it has no stockholders who are the owners of the enterprise. Every owner of a Prudential Contract participates in the divisible surplus of The Prudential, according to an annual determination of The Prudential's Board of Directors of the portion, if any, of the divisible surplus of the entire company that is attributable to the class of contracts of which he or she is an owner. Before annuity payments begin, it is unlikely that any dividends will be payable to the owners of the Contracts described in the prospectus. However, there may be dividends payable during an annuity payout period. E. Performance Information The tables that follow provide performance information for each subaccount through June 30, 1995. The performance information is based on historical experience and does not indicate or represent future performance. The Growth Stock and Small Capitalization Stock Portfolios commenced operations on May 1, 1995. 1 Annual Average Total Return Table 1 below shows the average annual rates of total return on hypothetical investments of $1,000 for periods ended June 30, 1995 in each subaccount other than the Money Market Subaccount. These figures assume withdrawal of the investments at the end of the period other than to effect an annuity under the Contract. Table 1 Average Annual Total Return
From Date One Five Ten Subaccount Year Years Years Established Date Ended Ended Ended Through Subaccount Established 6/30/95 6/30/95 6/30/95 6/30/95 - - ----------------------------------------------------------------------------------------- Bond 6/83 5.14 8.04 8.15 8.56 High Yield Bond 2/87 0.08 11.02 N/A 6.80 Common Stock 6/83 14.50 13.14 13.56 12.85 High Dividend Stock 2/88 9.26 12.41 N/A 12.49 Natural Resources 5/88 6.12 8.10 N/A 10.29 Global Equity 5/89 0.63 6.06 N/A 5.83 Conservatively Managed Flexible 6/83 3.75 8.08 8.95 9.10 Aggressively Managed Flexible 5/83 7.24 9.57 10.15 9.89 Growth Stock 5/95 N/A N/A N/A 6.07 Small Capitalization Stock 5/95 N/A N/A N/A 0.07
The average annual rates of total return shown above are computed by finding the average annual compounded rates of return over the periods shown that would equate the initial amount invested to the withdrawal value, in accordance with the following formula: P(1+T)"- ERA. In the formula, P is a hypothetical investment of $1,000; T is the average annual total return; " is the number of years; and ERA is the withdrawal value at the end of the periods shown. These figures assume deduction of the maximum withdrawal charge that may be applicable to a particular period. The rates of return for the Growth Stock and Small Capitalization Stock subaccounts are for a two month period and are not annualized. 2 Non-Standard Total Return Table 2 below shows the average annual rates of return as in Table 1, but assumes that the investments are not withdrawn at the end of the period or that the Contract owner annuitizes at the end of the period. Table 2 Average Annual Total Return Assuming No Withdrawal
From Date One Five Ten Subaccount Year Years Years Established Date Ended Ended Ended Through Subaccount Established 6/30/95 6/30/95 6/30/95 6/30/95 - - ----------------------------------------------------------------------------------------- Bond 6/83 11.44 8.26 8.15 8.56 High Yield Bond 2/87 6.38 11.22 N/A 6.80 Common Stock 6/83 20.80 13.32 13.56 12.85 High Dividend Stock 2/88 15.56 12.60 N/A 12.49 Natural Resources 5/88 12.42 8.32 N/A 10.31 Global Equity 5/89 6.93 6.30 N/A 5.93 Conservatively Managed Flexible 6/83 10.05 8.30 8.95 9.10 Aggressively Managed Flexible 5/83 13.54 9.78 10.15 9.89 Growth Stock 5/95 N/A N/A N/A 12.37 Small Capitalization Stock 5/95 N/A N/A N/A 6.37
3 Table 3 shows the cumulative total return for the subaccounts, assuming no withdrawal. Table 3 Cumulative Total Return Assuming No Withdrawal
From Date One Five Ten Subaccount Year Years Years Established Date Ended Ended Ended Through Subaccount Established 6/30/95 6/30/95 6/30/95 6/30/95 - - ----------------------------------------------------------------------------------------- Bond 6/83 11.44 48.69 118.83 169.15 High Yield Bond 2/87 6.38 70.19 N/A 73.21 Common Stock 6/83 20.80 86.90 256.68 329.80 High Dividend Stock 2/88 15.56 80.97 N/A 137.84 Natural Resources 5/88 12.42 49.12 N/A 101.97 Global Equity 5/89 6.93 35.70 N/A 42.72 Conservatively Managed Flexible 6/83 10.05 48.96 135.74 186.29 Aggressively Managed Flexible 5/83 13.54 59.43 162.98 212.73 Growth Stock 5/95 N/A N/A N/A 12.37 Small Capitalization Stock 5/95 N/A N/A N/A 6.37
Money Market Subaccount Yield The "yield" and "effective yield" of the Money Market Subaccount for the seven days ended June 30, 1995 were 3.8879% and 3.9630%, respectively. The yield is computed by determining the net change, exclusive of capital changes, in the value of a hypothetical pre-existing account having a balance of one accumulation unit of the Money Market Subaccount at the beginning of the period, subtracting a hypothetical charge reflecting deductions from contractowner accounts, and dividing the difference by the value of the subaccount at the beginning of the base period to obtain the base period return, and then multiplying the base period return by (365/7), with the resulting figure carried to the nearest hundredth of 1%. The deduction referred to above consists of the 1.25% charge for mortality and expense risks and the 0.15% charge for administration. It does not reflect the withdrawal charge. The effective yield is obtained by taking the base period return, adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the result, according to the following formula: Effective Yield ((base period return + 1) 365/7) - 1. The yields on amounts held in the Money Market Subaccount will fluctuate on a daily basis. Therefore, the stated yields for any given period are not an indication of future yields. 4 F. Comparative Performance Information Reports or advertising may include comparative performance information, including, but not limited to: (1) comparisons to market indices such as the Dow Jones Industrial Average, the Standard & Poor's 500 Index, the Value Line Composite Index, the Russell 2000 Index, the Morgan Stanley World Index, the Lehman Brothers bond indices; (2) comparisons to other investments, such as certificates of deposit; (3) performance rankings assigned by services such as Morningstar, Inc. and Variable Annuity Research and Data Services (VARDS), and Lipper Analytical Services, Inc.; (4) data presented by analysts such as Dow Jones, A.M. Best, The Bank Rate Monitor National Index; and (5) data in publications such as The Wall Street Journal, Times, Forbes, Barrons, Fortune, Money Magazine, and Financial World. 5 FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT VARIABLE ANNUITY CONTRACTS THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Prudential Plaza Newark, New Jersey 07102-3777 Telephone: (800) 445-4571 PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements To be added by pre-effective amendment. (b) Exhibits (1) Resolution of the Board of Directors of Pruco Life Insurance Company establishing the Pruco Life Flexible Premium Variable Annuity Account. (Note 1) (2) Agreements for custody of securities and similar investments--Not Applicable. (3) (a) Distribution Agreement between Pruco Securities Corporation (Underwriter) and Pruco Life Insurance Company (Depositor). (Note 1) (b) Proposed form of Selected Broker Agreement between Pruco Securities Corporation and brokers with respect to sale of the Contracts. (Note 1) (4) (a) The Prudential Discovery Preferred Contract. (Note 1) (5) (a) Application form for the Contract. (Note 1) (6) (a) Articles of Incorporation of Pruco Life Insurance Company, as amended July 25, 1972. (Note 1) (b) By-laws of Pruco Life Insurance Company, as amended June 14, 1983. (Note 1) (7) Contract of reinsurance in connection with variable annuity contract--Not Applicable. (8) Other material contracts performed in whole or in part after the date the registration statement is filed: (a) Purchase Agreement between The Prudential Series Fund, Inc. and Pruco Life. (Note 2) (9) Opinion of Counsel and consent to its use as to legality of the securities being registered. (Note 2) (10) Written consent of Deloitte & Touche LLP, independent auditors. (Note 2) (11) All financial statements omitted from Item 23, Financial Statements--Not Applicable. (12) Agreements in consideration for providing initial capital between or among Registrant, Depositor, Underwriter, or initial Contract owners--Not Applicable. (13) Schedule of Performance Computations. (Note 2) (14) Powers of Attorney. (Note 1) (27) Financial Data Schedule (Note 2) (Note 1) Filed herewith. (Note 2) To be filed by pre-effective amendment. C-1 ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR Incorporated by reference to the Pruco Life Flexible Premium Variable Annuity Account prospectus under "Directors and Officers" contained in Part A of this registration statement. ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT Pruco Life Insurance Company ("Pruco Life"), a corporation organized under the laws of Arizona, is a direct, wholly-owned subsidiary of The Prudential Insurance Company of America, ("The Prudential), a mutual life insurance company organized under the laws of New Jersey. The subsidiaries of The Prudential and short descriptions of each are set forth on the following pages. Pruco Life may be deemed to control its two wholly-owned subsidiaries, Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey") and The Prudential Insurance Company of Arizona ("PLICA"). Pruco Life may also be deemed to control the following separate accounts which are registered as unit investment trusts under the Investment Company Act of 1940: the Pruco Life Variable Appreciable Account, the Pruco Life Variable Insurance Account, the Pruco Life Single Premium Variable Life Account, the Pruco Life Variable Universal Account, the Pruco Life PRUvider Variable Appreciable Account, the Pruco Life Single Premium Variable Annuity Account, the Pruco Life Flexible Premium Variable Annuity Account (Registrant) (separate accounts of Pruco Life), the Pruco Life of New Jersey Variable Appreciable Account, the Pruco Life of New Jersey Variable Insurance Account, the Pruco Life of New Jersey Single Premium Variable Life Account, and the Pruco Life Single Premium Variable Annuity Account (separate accounts of Pruco Life of New Jersey). The above-referenced separate accounts, along with The Prudential and certain of The Prudential's separate accounts, hold all the shares of The Prudential Series Fund, Inc., a Maryland corporation. In addition, The Prudential holds all the shares of Prudential's Gibraltar Fund, a Delaware Corporation, in three of its separate accounts. The Prudential Series Fund, Inc. and Prudential's Gibraltar Fund are registered as open-end diversified, management investment companies under the Investment Company Act of 1940. Additionally, the aforementioned separate accounts of The Prudential are registered as unit investment trusts under the Investment Company Act of 1940. In addition, Pruco Life may also be deemed to be under common control with The Prudential Variable Contract Account-2, The Prudential Variable Contract Account-10, and The Prudential Variable Contract Account-11, separate accounts of The Prudential, all of which are registered as open-end, diversified, management investment companies under the Investment Company Act of 1940. ITEM 27. NUMBER OF CONTRACT OWNERS No contracts offered by Registrant will be sold prior to the effective date of this Registration Statement. ITEM 28. INDEMNIFICATION The Prudential Directors' and Officers' Liability and Corporation Reimbursement Program, purchased by The Prudential from Aetna Casualty & Surety Company, CNA Insurance Company, Lloyds of London, Great American Insurance Company, Reliance Insurance Company, Corporate Officers & Directors Assurance Ltd., A.C.E. Insurance Company, Ltd., XL Insurance Company, Ltd., and Zurich-American Insurance Company, provides coverage for "Loss" (as defined in the policies) arising from any claim or claims by reason of any actual or alleged act, error, misstatement, misleading statement, omission, or breach of duty by persons in the discharge of their duties solely in their capacities as directors or officers of The Prudential, any of its subsidiaries, or certain investment companies affiliated with The Prudential. Coverage is also provided to the individual directors or officers for such Loss, for which they shall not be indemnified. Loss essentially is the legal liability on claims against a director or officer, including adjudicated damages, settlements and reasonable and necessary legal fees and expenses incurred in defense of adjudicatory proceedings and appeals therefrom. Loss does not include punitive or exemplary damages or the multiplied portion of any multiplied damage award, criminal or civil fines or penalties imposed by law, taxes or wages, or matters which are insurable under the law pursuant to which the policies are construed. There are a number of exclusions from coverage. Among the matters excluded are Losses arising as the result of (1) claims brought about or contributed to by the criminal or deliberate fraudulent acts of a director or officer, and (2) claims arising from actual or alleged performance of, or failure to perform, services as, or in any capacity similar to, an investment adviser, investment banker, underwriter, broker or dealer, as those terms are defined in the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the C-2 Investment Company Act of 1940, any rules or regulations thereunder, or any similar federal, state or local statute, rule or regulation. The limit of coverage under the Program for both individual and corporate reimbursement coverage is $150,000,000. The retention for corporate reimbursement coverage is $10,000,000 per loss. The relevant provisions of New Jersey law permitting or requiring indemnification, New Jersey being the state of organization of The Prudential, can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The relevant provisions of Arizona law, Arizona being the state of organization of Pruco Life, can be found in Section 10-005 of the Arizona Statutes Annotated. The text of The Prudential's by-law 27, which relates to indemnification of officers and directors, is incorporated by reference to Exhibit (8)(ii) of Post-Effective Amendment No. 26 to Form N-3, Registration No. 2-76580, filed May 1, 1995, on behalf of The Prudential Variable Contract Account-10. The text of Pruco Life's by-laws, Article VIII, which relates to indemnification of officers and directors, is incorporated by reference to Exhibit (6)(b) to this Registration Statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 29. PRINCIPAL UNDERWRITERS (a) Pruco Securities Corporation also acts as principal underwriter for the Pruco Life PRUvider Variable Appreciable Account, the Pruco Life Variable Insurance Account, the Pruco Life Variable Appreciable Account, the Pruco Life Variable Universal Account, the Pruco Life Single Premium Variable Life Account, the Pruco Life Single Premium Variable Annuity Account, the Pruco Life of New Jersey Variable Insurance Account, the Pruco Life of New Jersey Variable Appreciable Account, the Pruco Life of New Jersey Single Premium Variable Life Account, the Pruco Life of New Jersey Single Premium Variable Annuity Account, The Prudential Variable Appreciable Account, The Prudential Individual Variable Contract Account, The Prudential Qualified Individual Variable Contract Account, Prudential's Annuity Plan Account, Prudential's Investment Plan Account, Prudential's Annuity Plan Account-2, Prudential's Gibraltar Fund, and The Prudential Series Fund, Inc. (b) Name and Principal Positions and Offices Business Address With Underwriter ---------------- --------------------- E. Michael Caulfield **** Director Timothy E. Feige ** Director Robert P. Hill ** Director Ira J. Kleinman ** Director James Tignanelli *** Chairman of the Board and Director Stephen P. Tooley *** Vice President and Comptroller Martin Pfinsgraff * Treasurer Thomas C. Castano ** Secretary * Principal Business Address: Prudential Plaza, Newark, NJ 07102 ** Principal Business Address: 213 Washington Street, Newark, NJ 07102 *** Principal Business Address: 1111 Durham Avenue, South Plainfield, NJ 07080 **** Principal Business Address: 477 Martinsville Road, Liberty Corner, NJ 07938 (c) Not applicable ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All accounts, books or other documents required to be maintained by Section 31 (a) of the 1940 Act and the rules promulgated thereunder are maintained by the Registrant through The Prudential Insurance Company of America, Prudential Plaza, Newark, New Jersey 07102-3777. C-3 ITEM 31. MANAGEMENT SERVICES Summary of any contract not discussed in Part A or Part B of the registration statement under which management-related services are provided to the Registrant--Not Applicable. ITEM 32. UNDERTAKINGS (a) Registrant undertakes to file a post-effective amendment to this Registrant Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. (b) Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a statement of additional information, or (2) a postcard or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a statement of additional information. (c) Registrant undertakes to deliver any statement of additional information and any financial statements required to be made available under this Form promptly upon written or oral request. (d) Restrictions on withdrawal under Section 403(b) Contracts are imposed in reliance upon, and in compliance with, a no-action letter issued by the Chief of the Office of Insurance Products and Legal Compliance of the Securities and Exchange Commission to the American Council of Life Insurance on November 28, 1988. C-4 SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Registration Statement to be signed on its behalf, in the City of Newark, and the State of New Jersey on this 18th day of July, 1995. (Seal) The Pruco Life Flexible Premium Variable Annuity Account (Registrant) By: Pruco Life Insurance Company (Depositor) Attest: /s/ Betty Lee Watson By: /s/ Esther H. Milnes ----------------------------- ----------------------------- Betty Lee Watson Esther H. Milnes Assistant Vice President President As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature and Title ------------------- /s/ * - - ------------------------------------------ July 18, 1995 Robert P. Hill Chairman of the Board /s/ * - - ------------------------------------------ Esther Milnes President and Director /s/ * - - ------------------------------------------ Stephen Tooley Chief Accounting Officer and Comptroller /s/ * - - ------------------------------------------ E. Michael Caulfield Director /s/ * *By: /s/ Thomas J. Loftus - - ------------------------------------------ ---------------------------- Garnett L. Keith, Jr. Thomas J. Loftus Director (Attorney-in-Fact) /s/ * - - ------------------------------------------ Ira J. Kleinman Director /s/ * - - ------------------------------------------ I. Edward Price Director C-5 EXHIBIT INDEX ------------- (1) Resolution of the Board of Directors of Pruco Life Insurance Company Page C-7 establishing the Pruco Life Flexible Premium Variable Annuity Account. (3)(a) Distribution Agreement between Pruco Securities Corporation Page C-10 (Underwriter) and Pruco Life Insurance Company (Depositor). (3)(b) Proposed form of Selected Broker Agreement between Pruco Securities Page C-14 Corporation and brokers with respect to sale of the Contracts. (4)(a) The Prudential Discovery Preferred Contract. Page C-26 (5)(a) Application form for the Contract. Page C-46 (6)(a) Articles of Incorporation of Pruco Life Insurance Company, as amended Page C-50 July 25, 1972. (6)(b) By-laws of Pruco Life Insurance Company, as amended June 14, 1983. Page C-61 (14) Powers of Attorney. Page C-76
C-6 EX-1 2 RESOLUTION OF BOARD PRUCO LIFE INSURANCE COMPANY Action by Executive Committee of the Board of Directors by Unanimous Consent Pursuant to Section 4.12 of Article IV of the By-laws of Pruco Life Insurance Company, an Arizona corporation, and pursuant to Section 10-044 of the Arizona General Corporation Law, the undersigned, being or acting for all of the regular members of the Executive Committee of the Board of Directors of such Company, hereby consent to and adopt the following resolutions: R-750 Establishment of Separate Account --------------------------------- RESOLVED, that the Company hereby establishes, pursuant to Section 20-651 of the Arizona Insurance Code, a variable contract account to be designated initially as the "Pruco Life Flexible Premium Variable Annuity Account" (hereinafter in these resolutions referred to as the "Account"); and FURTHER RESOLVED, that the Company shall receive and hold in the Account amounts arising from (i) purchase payments received pursuant to certain Individual Variable Annuity Contracts ("Variable Contracts") of the Company sold as part of its Individual Variable Annuity Program ("Program") which may also include contracts for (A) tax-qualified pension and profitsharing plans, (B) retirement plans for self-employed individuals, (C) individual retirement accounts and annuities, (D) simplified employee pension plans, (E) public employee deferred compensation plans, and (F) tax-deferred annuity plans, and (ii) such assets of the Company as the proper officers of the Company may deem prudent and appropriate to have invested in the same manner as the assets applicable to its reserve liability under Variable Contracts and lodged in the Account; such amounts and the dividends, interest and gains produced thereby shall be invested and reinvested, subject to the rights of the holders of such Variable Contracts, (i) in shares of The Prudential Series Fund, Inc., an open-end diversified management investment company of the series type, at the net asset value of such shares at the time of acquisition and (ii) in shares of such other open-end diversified management investment companies as may be determined from time to time by the proper officers of the Company, at the net asset value of such shares at the time of acquisition; and FURTHER RESOLVED, that the Account shall be registered as a unit investment trust under the Investment Company Act of 1940, and that the proper officers of the Company be and they hereby are authorized to sign and file, or cause to be filed, with the Securities and Exchange Commission a registration statement, on behalf of the Account, as registrant, under the Investment C-7 Company Act of 1940 ("Investment Company Act Registration"), and to sign and file, or cause to be filed, an application, including any amendments thereto, for an order under Section 6(c) of the Investment Company Act of 1940 for such exemptions from the provisions of that Act as may be necessary or desirable ("Investment Company Act Application"); and FURTHER RESOLVED, that the Company shall as part of its Program sell Variable Contracts on a variable basis and that the proper officers of the Company be and they hereby are authorized to sign and file, or cause to be filed, with the Securities and Exchange Commission, on behalf of the Company, as issuer, a registration statement, including the financial statements and schedules, exhibits and form of prospectus required as a part thereof, for the registration of the offering and sale of such Variable Contracts, to the extent they represent participating interests in the Account, under the Securities Act of 1933 ("Securities Act Registration"); and to pay the registration fees required in connection therewith; and FURTHER RESOLVED, that the proper officers of the Company are authorized and directed to sign and file, or cause to be filed, such amendment or amendments of such Investment Company Act Registration, Investment Company Act Application and Securities Act Registration as they may find necessary or advisable from time to time; and FURTHER RESOLVED, that the signature of any director or officer required by law to affix his signature to such Investment Company Act Registration, Investment Company Act Application and Securities Act Registration, or to any amendment thereof, may be affixed by said director or officer personally, or by an attorney-in-fact duly constituted in writing by said director or officer to sign his name thereto; and FURTHER RESOLVED, that the Chief Legal Officer of the Company is appointed agent of the Company to receive any and all notices and communications from the Securities and Exchange Commission relating to such Investment Company Act Registration, Investment Company Act Application and Securities Act Registration and any and all amendments thereof; and FURTHER RESOLVED, that the proper officers of the Company be and they hereby are authorized to take whatever steps may be necessary or desirable to comply with such of the laws and regulations of the several states as may be applicable to the Company's Program; and C-8 FURTHER RESOLVED, that the proper officers of the Company be and they hereby are authorized, in the name and on behalf of the Company, to execute and deliver such corporate documents and certificates and to take such further action as may be necessary or desirable, including, but not limited to, the payment of applicable fees, in order to effectuate the purposes of the foregoing resolutions or any of them. Dated: June 16, 1995 ESTHER H. MILNES --------------------------------- Esther H. Milnes ROBERT P. HILL --------------------------------- Robert P. Hill I. EDWARD PRICE --------------------------------- I. Edward Price C-9 EX-99.(3)(A) 3 DISTRIBUTION AGREEMENT Exhibit (3)(a) DISTRIBUTION AGREEMENT AGREEMENT made this day of 1995, by and between Pruco Life Insurance Company, an Arizona corporation ("Company"), on its own behalf and on behalf of Pruco Life Flexible Premium Variable Annuity Account ("Account") and Pruco Securities Corporation, a New Jersey corporation ("Distributor"). WITNESSETH: WHEREAS, the Company has established and maintains the Account, a separate investment account, pursuant to the laws of Arizona for the purpose of selling combination variable annuity, fixed annuity and modified guaranteed annuity contracts ("Contracts"), to commence after the effectiveness of the Registration Statement filed with the Securities and Exchange Commission on Forms N-4 and S-1 pursuant to the Securities Act of 1933, as amended ("1933 Act"); and WHEREAS, the Account will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); and WHEREAS, Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934 (the "Securities Exchange Act") and is a member of the National Association of Securities Dealers, Inc. ("NASD"); and WHEREAS, the Company and the Distributor wish to enter into an agreement to have the Distributor act as the Company's principal underwriter for the sale of the Contracts through the Account; NOW THEREFORE, the parties agree as follows: 1. Appointment of the Distributor The Company agrees that during the term of this Agreement it will take all action which is required to cause the Contracts to comply as an insurance product and a registered security with all applicable federal and state laws and regulations. The Company appoints the Distributor and the Distributor agrees to act as the principal underwriter for the sale of Contracts to the public, during the term of this Agreement, in each state and other jurisdictions in which such Contracts may lawfully be sold. Distributor shall offer the Contracts for sale and distribution at premium rates set by the Company. Applications for the Contracts shall be solicited only by representatives duly and appropriately licensed or otherwise qualified for the sale of such Contracts in each state or other jurisdiction. Company shall undertake to appoint Distributor's qualified representatives as life insurance agents of Company. Completed applications for Contracts shall be transmitted directly to the Company for acceptance or rejection in accordance with underwriting rules established by the Company. Initial premium payments under the Contracts shall be made by check payable to the Company and shall be held at all times by Distributor or its representatives in a fiduciary capacity and remitted promptly to the Company. Anything in this Agreement to the contrary notwithstanding, the Company retains the C-10 ultimate right to control the sale of the Contracts and to appoint and discharge life insurance agents of the Company. The Distributor shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. 2. Sales Agreements Distributor is hereby authorized to enter into separate written agreements, on such terms and conditions as Distributor may determine not inconsistent with this Agreement, with one or more organizations which agree to participate in the distribution of the Contracts. Such organization (hereafter "Dealer") shall be both registered as a broker/dealer under the Securities Exchange Act and a member of NASD. Dealer and its agents or representatives soliciting applications for Contracts shall be duly and appropriately licensed, registered or otherwise qualified for the sale of such Contracts (and the riders and other policies offered in connection therewith) under the insurance laws and any applicable blue-sky laws of each state or other jurisdiction in which the Company is licensed to sell the Contracts. Distributor shall have the responsibility for ensuring that Dealer supervises its representatives. Dealer shall assume any legal responsibilities of Company for the acts, commissions or defalcations of such representatives insofar as they relate to the sale of the Contracts. Applications for Contracts solicited by such Dealer through its agents or representatives shall be transmitted directly to the Company, and if received by Distributor, shall be forwarded to Company. All premium payments under the Contracts shall be made by check to Company and, if received by Distributor, shall be held at all times in a fiduciary capacity and remitted promptly to Company. 3. Life Insurance Licensing Company shall be responsible for insuring that Brokers are duly qualified, under the insurance laws of the applicable jurisdictions, to sell the Contract. 4. Suitability Company wishes to ensure that Contracts sold by Distributor will be issued to purchasers for whom the Contract will be suitable. Distributor shall take reasonable steps to ensure that the various representatives appointed by it shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a representative after reasonable inquiry of such applicant concerning the applicant's insurance and investment objectives, financial situation and needs, and the likelihood that the applicant will continue to make the premium payments contemplated by the Contracts. 5. Promotion Materials Company shall have the responsibility for furnishing to Distributor and its representatives sales promotion materials and individual sales proposals related to the sale of the Contracts. Distributor shall not use any such materials that have not been approved by Company. C-11 6. Compensation Company shall arrange for the payment of commissions directly to those registered representatives of Distributor who are entitled thereto in connection with the sale of the Contracts on behalf of Distributor, in the amounts and on such terms and conditions as Company and Distributor shall determine; provided that such terms, conditions and commissions shall be as are set forth in or as are not inconsistent with the Prospectus included as part of the Registration Statement for the Contracts and effective under the 1933 Act. Company shall arrange for the payment of commissions directly to those Brokers who sell Contracts under agreements entered into pursuant to paragraph 2. hereof, in amounts as may be agreed to by the Company and specified in such written agreements. Company shall reimburse Distributor for the costs and expenses incurred by Distributor in furnishing or obtaining the services, materials and supplies required by the terms of this Agreement in the initial sales efforts and the continuing obligations hereunder. 7. Records Distributor shall have the responsibility for maintaining the records of representatives licensed, registered and otherwise qualified to sell the Contracts. Distributor shall maintain such other records as are required of it by applicable laws and regulations. The books, accounts, and records of Company, the Account and Distributor shall be maintained so as to clearly and accurately disclose the nature and details of the transactions. All records maintained by the Distributor in connection with this Agreement shall be the property of the Company and shall be returned to the Company upon termination of this Agreement, free from all claims or retention of rights by the Distributor. The Distributor shall keep confidential any information obtained pursuant to this Agreement and shall disclose such information, only if the Company has authorized such disclosure, or if such disclosure is expressly required by applicable federal or state regulatory authorities. 8. Investigation and Proceeding (a) Distributor and Company agree to cooperate fully in any insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts distributed under this Agreement. Distributor and Company further agree to cooperate fully in any securities regulatory investigation or proceeding with respect to Company, Distributor, their affiliates and their agents or representatives to the extent that such investigation or proceeding is in connection with Contracts distributed under this Agreement. The Distributor shall furnish applicable federal and state regulatory authorities with any information or reports in connection with its services under this Agreement which such authorities may request in order to ascertain whether the Company's operations are being conducted in a manner consistent with any applicable law or regulations. (b) In the case of a substantive customer complaint, Distributor and Company will cooperate in investigating such complaint and any response to such complaint will be sent to the other party to this Agreement for approval not less than five business days prior to its being sent to the customer or regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or telegraph. C-12 9. Termination This Agreement shall terminate automatically upon its assignment without the prior written consent of both parties. This Agreement may be terminated at any time by either party on 60 days' written notice to the other party, without the payment of any penalty. Upon termination of this Agreement all authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder, including commissions on premiums subsequently received for Contracts in effect at a time of termination, and the agreements contained in paragraph 8. hereof. 10. Regulation This Agreement shall be subject to the provisions of the 1940 Act and the Securities Exchange Act and of the rules, regulations, and rulings thereunder and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith. 11. Severability If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 12. Applicable Law This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Arizona. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PRUCO LIFE INSURANCE COMPANY By: _______________________________ PRUCO SECURITIES CORPORATION By: _______________________________ C-13 EX-99.(3)(B) 4 SELECTED BROKER AGREEMENT Exhibit (3)(b) SELECTED BROKER AGREEMENT This agreement is made on the _____ day of _________________, 1992 by and between _________________________ ("Broker"), a ____________________________ corporation with its principal business address at ____________________________, and PRUCO SECURITIES CORPORATION ("Distributor"), a New Jersey corporation with its principal place of business at 213 Washington Street, Newark, New Jersey 07102. WITNESSETH: In consideration of the mutual promises contained herein, the parties hereto agree as follows: A. Definitions ----------- (1) Contracts--Variable life insurance contracts and/or variable annuity contracts described in Schedule A attached hereto and issued by Pruco Life Insurance Company (hereinafter called the "Company") and for which Distributor has been appointed the principal underwriter pursuant to a Distribution Agreement(s), copies of which have been furnished to Broker. From time to time Schedule A may be updated or amended. Such updates or amendments will be effective upon written notification to the Broker that a new or amended Schedule A has been issued. (2) Accounts--Separate account(s) established and maintained by the Company pursuant to the laws of Arizona to fund the benefits under the Contracts. (3) The Prudential Series Fund, Inc., or the "Fund"--An open-end management investment company registered under the 1940 Act, shares of which are sold to the Accounts in connection with the sale of the Contracts. (4) Registration Statement--The registration statements and amendments thereto relating to the Contracts, the Accounts, and the Fund, including financial statements and all exhibits. C-14 (5) Prospectus--The prospectuses included within the Registration Statements referred to herein. (6) 1933 Act--The Securities Act of 1933, as amended. (7) 1934 Act--The Securities Exchange Act of 1934, as amended. (8) 1940 Act--The Investment Company Act of 1940, as amended. (9) SEC--The Securities and Exchange Commission. B. Agreements of Distributor ------------------------- (1) Pursuant to the authority delegated to it by Company, Distributor hereby authorizes Broker during the term of this Agreement to solicit applications for Contracts from eligible persons, provided that there is an effective Registration Statement relating to such Contracts and provided further that Broker has been notified by Distributor that the Contracts are qualified for sale under all applicable securities and insurance laws of the state or jurisdiction in which the applications will be solicited. In connection with the solicitation of applications for Contracts, Broker is hereby authorized to offer riders that are available with the Contracts in accordance with instructions furnished by Distributor or Company. (2) Distributor, during the term of this Agreement, will notify Broker of the issuance by the SEC of any stop order with respect to the Registration Statement or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and/or offering of the Contracts and of any other action or circumstance that may prevent the lawful sale of any Contract in any state or jurisdiction. (3) During the term of this Agreement, Distributor shall advise Broker of any amendment to any Registration Statement or any amendment or supplement to any Prospectus. C-15 C. Agreements of Broker -------------------- (1) Broker represents that it is a registered broker/dealer under the 1934 Act and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). Broker represents that its agents or representatives who will be soliciting applications for the Contracts will be duly registered representatives of Broker and furthermore that each one will be a registered representative in good standing with accreditation to sell the Contracts as required by the NASD. (2) Commencing at such time as Distributor and Broker shall agree upon, Broker agrees to use its best efforts to find purchasers for the Contracts acceptable to Company. In meeting its obligation to use its best efforts to solicit applications for Contracts, Broker shall, during the term of this Agreement, engage in the following activities: (a) Continuously utilize training, sales and promotional materials which have been approved by Company; (b) Establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its agents or representatives and submit periodic reports to Distributor as may be requested on the results of such inspections and the compliance with such procedures. (c) Broker shall take reasonable steps to ensure that the various representatives appointed by it shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a representative after reasonable inquiry of such applicant concerning the applicant's insurance and investment objectives, financial situation and needs, and the likelihood that the applicant will continue to make the premium payments contemplated by the Contract. C-16 (3) All payments for Contracts collected by agents or representatives of Broker shall be held at all times in a fiduciary capacity and shall be remitted promptly in full together with such applications, forms and other required documentation to an office of the Company designated by Distributor. Checks or money orders in payment of initial premiums shall be drawn to the order of Pruco Life Insurance Company. Broker acknowledges that the Company retains the ultimate right to control the sale of the Contracts and that the Distributor or Company shall have the unconditional right to reject, in whole or part, any application for a Contract. In the event Company or Distributor rejects an application, Company immediately will return all payments directly to the purchaser and Broker will be notified of such action. In the event that any purchaser of a Contract elects to return such Contract pursuant to either Rule 6e-2(b)(13)(viii) or Rule 6e- 3(T)(b)(13)(viii) of the 1940 Act, the purchaser will receive a refund in accordance with the provisions of the applicable Rule. (4) Broker shall act as an independent contractor, and nothing herein contained shall make Broker, or any one of its employees, agents or representatives, an employee of Company or Distributor in connection with the solicitation of or applications for Contracts. Broker, its agents or representatives, and its employees shall not hold themselves out to be employees of Company or Distributor in this connection or in any dealings with the public. (5) Broker agrees that any material it develops, approves or uses for sales, training, explanatory or other purposes in connection with the solicitation of applications for Contracts hereunder (other than generic advertising materials which do not make specific reference to the Contracts) will not be used without the prior written consent of Distributor and, where appropriate, the endorsement of Company to be obtained by Distributor. (6) Solicitation and other activities by Broker shall be undertaken only in accordance with applicable laws and regulations. No agent or representative of Broker shall solicit applications for the Contracts until duly C-17 licensed and appointed by Company as a life insurance and variable contract broker or agent of Company in the appropriate states or other jurisdictions. Broker shall ensure that such agents or representatives fulfill any training requirements necessary to be licensed. Broker understands and acknowledges that neither it nor its agents or representatives is authorized by Distributor or Company to give any information or make any representation in connection with this Agreement or the offering of the Contracts other than those contained in the Prospectus or other solicitation material authorized in writing by Distributor or Company. (7) Broker shall not have authority on behalf of Distributor or Company to: make, alter or discharge any Contract or other form; waive any forfeiture; extend the time of paying any premium; or receive any monies or premiums due, or to become due, to Company, except as set forth in Section C(3) of this Agreement. Broker shall not expend, nor contract for the expenditure of the funds of Distributor, nor shall Broker possess or exercise any authority on behalf of the Company under this Agreement. (8) Broker shall have the responsibility for maintaining the records of its representatives licensed, registered and otherwise qualified to sell the Contracts. Broker shall maintain such other records as are required of it by applicable laws and regulations. The books, accounts and records of Company, the Accounts, Distributor and Broker relating to the sale of the Contracts shall be maintained so as to clearly and accurately disclose the nature and details of the transactions. All records maintained by the Broker in connection with this Agreement shall be the property of the Company and shall be returned to the Company upon termination of this Agreement, free from any claims or retention of rights by the Broker. Nothing in this Section C(8) shall be interpreted to prevent the Broker from retaining copies of any such records which the Broker, in its discretion, deems necessary or desirable to keep. The Broker shall keep confidential any information obtained pursuant to this Agreement and shall disclose such information only if the Company has authorized such disclosure, or if such disclosure is C-18 expressly required by applicable federal or state regulatory authorities. (9) Broker agrees that it will not offer for sale, either directly or through any affiliated entity, any variable annuity containing a market value adjustment feature other than those shown on Schedule A hereto, as amended from time to time. D. Compensation ------------ (1) Pursuant to the Distribution Agreement between Distributor and Company, Distributor shall cause Company to arrange for the payment of commissions to Broker as compensation for the sale of each Contract sold by an agent or representative of Broker. The amount of such commission shall be based on a Compensation Schedule to be determined by agreement of Company and Distributor, and compensation to Broker shall be shown on Schedule B hereto, which may be amended from time to time by Distributor. Company shall identify to Broker with each such payment the name of the agent or representative of Broker who solicited each Contract covered by the payment. (2) Neither Broker nor any of its agents or representatives shall have any right to withhold or deduct any part of any premium it shall receive for purposes of payment of commission or otherwise. Neither Broker nor any of its agents or representatives shall have an interest in any compensation paid by Company to Distributor, now or hereafter, in connection with the sale of any Contracts hereunder. (3) Upon the termination of this Agreement, the Company will pay commissions to the Broker only on net premiums which the Company receives within sixty (60) days of the termination date on applications written by the Broker on or before the termination date. No other compensation will be payable by the Company after the termination date. C-19 E. Complaints and Investigations ----------------------------- (1) Broker and Distributor jointly agree to cooperate fully in any insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed under this Agreement. Broker and Distributor further agree to cooperate fully in any securities regulatory investigation or proceeding or judicial proceeding with respect to Broker, Distributor, their affiliates and their agents or representatives to the extent that such investigation or proceeding is in connection with Contracts marketed under this Agreement. Broker shall furnish applicable federal and state regulatory authorities with any information or reports in connection with its services under this Agreement which such authorities may request in order to ascertain whether the Company's operations are being conducted in a manner consistent with any applicable law or regulation. F. Term of Agreement ----------------- (1) This Agreement shall continue in force for one year from its effective date and thereafter shall automatically be renewed every year for a further one year period; provided that either party may unilaterally terminate this Agreement upon thirty (30) days' written notice to the other party of its intention to do so. (2) Upon termination of this Agreement, all authorizations, rights and obligations shall cease except (a) the agreements contained in Section E hereof; and (b) the indemnity set forth in Section G hereof. G. Indemnity --------- (1) Broker shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. (2) Distributor agrees to indemnify and hold harmless Broker and each officer or director of Broker against C-20 any losses, claims, damages or liabilities, joint or several, to which Broker or such officer or director become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, required to be stated therein or necessary to make the statements therein not misleading, contained in any Registration Statement or any post-effective amendment thereof or in any Prospectus, or any sales literature provided by the Company or by the Distributor. (3) Broker agrees to indemnify and hold harmless Company and Distributor and each of their current and former directors and officers and each person, if any, who controls or has controlled Company or Distributor within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages or liabilities to which Company or Distributor and any such director or officer or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (a) Any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Contracts by Broker, its registered representatives, agents, directors, officers, employees or other persons who are or should be under its control or supervision; or (b) Claims by agents or representatives or employees of Broker for commissions, service fees, development allowances or other compensation or remuneration of any type; (c) The failure of Broker, its officers, employees, or agents to comply with the provisions of this Agreement; and Broker will reimburse Company and Distributor and any director or officer or controlling person of either for any legal or other expenses reasonably incurred by Company, Distributor, or such director, officer or controlling person in connection with C-21 investigating or defending any such loss, claims, damage, liability or action. This indemnity agreement will be in addition to any liability which Broker may otherwise have. H. Assignability ------------- This Agreement shall not be assigned by either party without the written consent of the other. I. Governing Law ------------- This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. C-22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PRUCO SECURITIES CORPORATION By: ______________________________ (Broker) By: ______________________________ C-23 SCHEDULE A TO SELECTED BROKER AGREEMENT BY AND BETWEEN (Broker) AND PRUCO SECURITIES CORPORATION Contracts: - - ---------- C-24 SCHEDULE B TO SELECTED BROKER AGREEMENT BY AND BETWEEN (Broker) AND PRUCO SECURITIES CORPORATION COMPENSATION SCHEDULE Contract Compensation to Broker - - -------- ---------------------- C-25 EX-99.(4)(A) 5 CONTRACT - - -------------------------------------------------------------------------------- Pruco Life Insurance Company Phoenix, Arizona 85014 A Stock Company Subsidiary of ThePrudential [Logo] The Prudential Insurance Company of America Annuitant(s) JOHN DOE XX XXX XXX Contract Number MARY DOE SEPTEMBER 1, 1995 Contract Date Annuity Date SEPTEMBER 1, 2050 Agency R-NK 1 - - -------------------------------------------------------------------------------- This is an annuity contract. Subject to the provisions of the contract, and in consideration of any purchase payment you make and we accept, we will make annuity payments starting on the Annuity Date we show above. Please read the contract carefully; it is a legal contract between you and Pruco Life Insurance Company. Expense charges applicable to the contract are shown on a Contract Data page. If you have a question about the contract, or a claim, see one of our representatives or get in touch with one of our offices. Benefits and values under this contract may be on a variable basis. Amounts directed into one or more of the variable investment options will reflect the investment experience of those investment options. They are subject to change both up and down and are not guaranteed as to dollar amount. Amounts directed into the market-value-adjustment option(s) may be adjusted upward or downward by the application of a market-value-adjustment formula. See the Market-Value Adjustment (MVA) provision for a description of the formula, and the values available without an adjustment. 10 Day Right to Cancel Contract.--If you return this contract to us not later than 10 days after you receive it, we will return your money in accordance with applicable law and the contract will be canceled. All you have to do is take it or mail it to one of our offices or to the representative who sold it to you. Signed for Pruco Life Insurance Company, an Arizona Corporation. SPECIMEN SPECIMEN Secretary President Variable Annuity Contract with Flexible Purchase Payments. Annuity payments starting on Annuity Date. Benefit payable as stated upon death before Annuity Date. Contract values reflect investment results. Market-Value-Adjustment option(s) subject to market-value adjustments. Eligible for annual dividends as stated under Participation. - - -------------------------------------------------------------------------------- C-26 GUIDE TO CONTENTS Page ---- Contract Data ............................................................. 3 Basic Contract Data, Including Individuals Covered by the Contract, Contract Minimums, Charges, Available Investment Options, and Initial Allocations Definitions ............................................................... 5 Purchase Payments ......................................................... 5 When Permitted; Invested Purchase Payments; Allocations Interest-Rate Investment Options .......................................... 6 Options Available; Interest Rates; Interest Cell Variable Investment Options ............................................... 7 Variable Separate Account; Separate Account Investments; Variable Investment Options Contract Fund ............................................................. 7 Market-Value Adjustment (MVA) ............................................. 8 Market-Value Adjustment (MVA); Market-Value Factor; Effect of Market-Value Adjustment Transfers ................................................................. 9 Withdrawals ............................................................... 10 Amount Available for Withdrawal; Withdrawal Charges; Allocation of Withdrawals; Charge-Free Amounts; Waiver of Withdrawal Charges Beneficiary ............................................................... 11 Death Of Annuitant Before Annuity Date .................................... 12 Death of Annuitant On or After Annuity Date ............................... 12 Payout Provisions ......................................................... 13 Choosing an Option; Options Described; Other Payout Options; When No Option Chosen; Interest Rate; Withdrawal Charges Annuity Settlement Tables ................................................. 14 Amounts Payable General Provisions ........................................................ 15 Quarterly Report; The Contract; Contract Modifications; Change of Annuity Date; Ownership and Control; Currency; Misstatement of Age or Sex; Incontestability; Proof of Life or Death; Assignment; Deferring Payment; Changes; Participation (Dividends); Terminally Ill; Eligible Nursing Home; Eligible Hospital Page 2 C-27 CONTRACT DATA Annuitant(s) First Annuitant JOHN DOE Male, Issue Age 35 Co-Annuitant MARY DOE Female, Issue Age 35 - - -------------------------------------------------------------------------------- Basic Contract Information Contract Number xx xxx xxx Contract Date September 1, 1995 Annuity Date September 1, 2050 Beneficiary Class 1 Robert Doe, son of Annuitants Class 2 Susan Smith, sister of Mary Doe - - -------------------------------------------------------------------------------- Purchase Payments The purchase payment paid on the Contract Date is $10,000.00. The minimum initial purchase payment is $10,000.00. The minimum subsequent purchase payment is $1,000.00. - - -------------------------------------------------------------------------------- Other Minimums The minimum withdrawal amount is $500.00. The Minimum Interest Crediting Rate on Interest-Rate Investment Options is 3%. - - -------------------------------------------------------------------------------- Expense Charges The expense charges deducted from the contract fund (see the Contract Fund provision for a complete description of the fund and how it increases and decreases) are: CONTRACT DATA CONTINUED ON NEXT PAGE Page 3 (VFM-95) C-28 CONTRACT NO. XX XXX XXX CONTRACT DATA CONTINUED Daily Mortality and Expense Risk Charge - the maximum daily charge is .00340349%, which is equivalent to an annual rate of 1.25%. Daily Administrative Charge -- the maximum daily charge is .00041065%, which is equivalent to an annual rate of .15%. Annual Administrative Charge -- the charge is $25.00. It is deducted on the Contract Anniversary and when a surrender (i.e., full withdrawal) of the contract occurs, if the contract fund at the time is then less than $50,000.00. - - -------------------------------------------------------------------------------- Transaction Charge The transaction charge for each transfer after the first 12 in a contract year is $25.00. - - -------------------------------------------------------------------------------- Withdrawal Charge The withdrawal charge (see the Withdrawals provision for a full discussion of how this charge is applied) is a percentage of the amount withdrawn that is subject to the charge, and depends on the Contract Year in which the withdrawal is made. Year of Withdrawal Withdrawal Charge ------------------ ---------------- 1 7% 2 6% 3 5% 4 4% 5 3% 6 2% 7 1% 8 and later 0% - - -------------------------------------------------------------------------------- CONTRACT DATA CONTINUED ON NEXT PAGE Page 3A (VFM-95) C-29 CONTRACT DATA CONTINUED CONTRACT NO. XX XXX XXX Investment Options Interest-Rate Investment Options As of the contract date, two interest-rate investment options are available, a one-year fixed-interest-rate option (the Fixed-Rate option) and a seven year market-value-adjustment option (the MVA option). Interest is credited at declared rates to amounts held in each of these options. For the MVA option, if money is withdrawn prior to the end of the maturity date, there will be a market-value adjustment, which may increase or decrease the value of amounts in that option. Variable Investment Options The following variable investment options are available through allocation to subaccounts of the Pruco Life Flexible Premium Variable Annuity Account. Each subaccount invests in a portfolio of the Prudential Series Fund, Inc. Variable Investment Options [Subaccounts) Available --------------------------------------------------- Money Market Aggressively Managed Flexible Bond Conservatively Managed Flexible High Yield Bond Global Equity Common Stock Growth Stock High Dividend Stock Natural Resources Small Capitalization Stock - - -------------------------------------------------------------------------------- Initial Allocation of Invested Premium Amounts Bonds 60% Conservatively Managed Flexible 20% One-Year Fixed-Rate Option 10% Seven-Year MVA Option 10% For any portion of the purchase payment allocated on the Contract Date to an interest-rate investment option, the interest rates are: One-Year Fixed-Rate Option 6% Seven-Year MVA Option 8% - - -------------------------------------------------------------------------------- END OF CONTRACT DATA Page 3B (VFM-95) C-30 CONTRACT NO. XX XXX XXX ENDORSEMENTS (Only we can endorse this contract.) Page 4 (95) C-31 - - ------------------------------------------------------------------------------- DEFINITIONS We, Our, and Us.--Pruco Life Insurance Company, an Arizona corporation, or any affiliated company. You and Your.--The owner of the contract. Annuitant(s).--The person or persons named on the first page. If two persons are named, one of the two is named on page 3 as First Annuitant, the other as Co-Annuitant. In that case, the Beneficiary provision of the contract will be based on the death of the last survivor of the persons so named. Payee.--A beneficiary who has a right to receive a settlement under this contract. SEC.--The Securities and Exchange Commission. Contract Date.--The date we receive the initial purchase payment. We show the Contract Date on page 3. Contract Anniversary.--The same day and month as the Contract Date in each later year. Contract Year.--A year which starts on the Contract Date or on a Contract Anniversary. Business Day.--Any day the New York Stock Exchange is open for business. Annuity Date.--The date our first annuity payment to you is due. We show the Annuity Date on page 3. - - ------------------------------------------------------------------------------- PURCHASE PAYMENTS When Permitted The initial purchase payment must be paid on the Contract Date. Subsequent purchase payments may be made at any time before the Annuity Date. Minimum purchase payment amounts are shown on a Contract Data page; we reserve the right to establish a maximum amount. Invested Corresponding to each purchase payment, there is an "invested Purchase purchase payment." This is the balance of the purchase payment Payments after we make any applicable deduction for: (1) state and local premium taxes; and (2) any other type of tax (or component thereof) measured by or based upon the amount of the purchase payment we receive. Allocations You may allocate all or a part of an invested purchase payment to one or more of the investment options described below. The allocation of the initial invested purchase payment is shown on a Contract Data page. You may change the allocation of future invested purchase payments at any time. The change will take effect on the date we receive your request. If, after the initial purchase payment, we receive a purchase payment without allocation instructions, we will allocate the corresponding invested purchase payment in the same proportion as the most recent purchase payment you made (unless that was a purchase payment you directed us to allocate on a one-time-only basis). We reserve the right to establish minimum percentage and dollar amounts for invested purchase payment allocations. Page 5 C-32 - - ------------------------------------------------------------------------------- INTEREST-RATE INVESTMENT OPTIONS Options As shown on a Contract Data page, two types of interest-rate Available investment options were available on the Contract Date: fixed-interest-rate option (Fixed-Rate option) and market-value adjustment option (MVA option). We may add other options in the future. Each option may be divided into interest cells (described below). Interest Rates The annual interest rates applicable to the interest-rate investment options on the Contract Date are shown on a Contract Data page. We will credit interest each day on amounts allocated to any of these options at the daily equivalent of the rate shown for that option. Interest rates for future allocations or transfers to interest-rate investment options will be declared when those allocations or transfers are made. The declared rates will never be less than the Minimum Interest Crediting Rate shown on a Contract Data page. Interest Cell An interest cell is created whenever you allocate or transfer an amount to an interest-rate investment option. We credit interest to the amount in each interest cell daily at a specific rate declared for that interest cell until the earliest of: the date it is withdrawn; the date it is transferred to another investment option; the maturity date (the date the cell was established plus the number of years it is expected to remain in effect); and the date as of which a death benefit is determined. An interest cell's declared rate is guaranteed if the amount in that cell is held to maturity. Withdrawals and transfers from an MVA interest cell are subject to market-value adjustments, which may increase or decrease the cell's value. Withdrawals may also be subject to a withdrawal charge, which is described in Withdrawals below. At the maturity date of an interest cell, you may elect to transfer the amount in the cell into any of the investment options available on that date. Once you have made an election and we have received it, it may not be reversed. If you do not make an election to transfer within 30 days following the maturity date, we will transfer the amount in the interest cell on the maturity date to an interest-rate investment option with the same duration to maturity as the maturing interest cell. Amounts that are transferred into the same interest-rate investment option during the 30-day period will receive the appropriate rate for that option, effective as of the maturity date. Amounts that you withdraw, or transfer into any different investment option, during the 30-day period will receive interest from the maturity date to the date of withdrawal or transfer at the rate that would have applied to those amounts if you had taken no action within the 30-day period. Page 6 C-33 - - ------------------------------------------------------------------------------- VARIABLE INVESTMENT OPTIONS Variable "Variable Separate Account" refers to the Pruco Life Flexible Separate Premium Variable Annuity Account, its successors, if any, and any Account other variable separate accounts we add in the future. We established this account to hold and invest the assets that support this contract and variable annuity contracts like this one. The Variable Separate Account is divided into divisions called "subaccounts," and the subaccounts available to you on the Contract Date are listed on a Contract Data page. We may establish additional subaccounts. Any income and realized or unrealized gains and losses in a subaccount are credited to or charged against that subaccount. This is without regard to income, gains, or losses in other investment options. Separate We may invest the assets of different subaccounts in different Account ways than are shown on a Contract Data page. We will do so only Investments with the consent of the SEC and, if required, of the insurance regulator where this contract is delivered. We will always keep assets in the Variable Separate Account with a total value at least equal to the amount credited to all the subaccounts under contracts like this one. That portion of the assets of the Variable Separate Account equal to the reserves and other contract liabilities with respect to the Variable Separate Account shall not be chargeable with liabilities or obligations arising out of any other business we conduct. To the extent that those assets exceed that amount, we may use them in any way we choose. Variable We show the options available on the Contract Date on a Contract Investment Data page. We may offer additional options. Options - - ------------------------------------------------------------------------------- CONTRACT FUND The term "contract fund" refers to the total of all amounts credited to your contract as of any date as a result of your initial purchase payment and the increases and decreases described below. Note that this is not the same as the "cash value" of the contract, which is described under Withdrawals below. On the contract date, the contract fund is equal to the initial invested purchase payment. After that, the fund as of any day is determined by starting with the fund at the end of the previous day and adjusting it for items that increase it or decrease it. Items that increase the contract fund are: invested purchase payments; positive investment results in a variable investment option; interest credited to an interest-rate investment option; and any positive market-value adjustment associated with a transfer or withdrawal. Items that decrease the contract fund are: withdrawals and the charges associated with them; negative investment results in a variable investment option; mortality and expense risk charges; administration charges; any applicable federal, state, or local taxes charged to the contract; and any negative market-value adjustment associated with a transfer or withdrawal. Investment results are credited daily. Mortality and expense risk charges are deducted daily. There are two administration charges: one is deducted daily, and one is deducted on the Contract Anniversary and at the time of a surrender. Other charges may be assessed only if the appropriate event occurs. The maximum charges we may deduct are shown on a Contact Data page. Page 7 C-34 - - ------------------------------------------------------------------------------- MARKET-VALUE ADJUSTMENT (MVA) Market-Value The market-value adjustment (MVA) is made when a withdrawal or Adjustment transfer is requested from an MVA option. It is used to calculate (MVA) the amount available for withdrawal or transfer, and the amount remaining after the withdrawal or transfer. It applies only to the interest cell from which the withdrawal or transfer is made (no market-value adjustment will apply to an interest cell in the event of a withdrawal or transfer within the 30-day period following the cell's maturity). We determine the amount available for withdrawal from a cell in two steps. We first determine a "market-value factor." This is based on the time remaining to maturity of the interest cell and the difference between the declared interest rate for that cell and a current rate that we establish. We then multiply that interest cell's portion of the contract fund by the sum of 1 plus the market-value factor. The formula for the market-value factor is shown below. To calculate the interest cell's portion of the contract fund after the withdrawal or transfer, we first subtract the amount withdrawn or transferred (including any charges) from the interest cell's original portion of the contract fund. The remaining amount, divided by the sum of 1 plus the market-value factor, is the interest cell's portion of the contract fund after the withdrawal or transfer. Market-Value The market-value factor is determined as: (M/12)x(R-C), where: Factor (M) is the number of whole months (not less than one) to the interest cell's maturity date; (R) is the interest cell's declared interest rate expressed as a decimal; for example, 5 percent = .05; and (C) is the current rate referred to above, in effect on the date of the withdrawal or transfer, for a period to maturity one year longer than the number of whole years remaining until the interest cell's maturity date as of the date we receive your request. This rate is also expressed as a decimal. The market-value factor will never be greater than 0.4 or less than minus 0.4. Effect of If the current interest rate is higher than the interest cell's Market-Value declared interest rate, the market-value factor will be negative, Adjustment and we will reduce the contract fund by more than the sum of the withdrawal and the withdrawal charge. If the current rate is lower, the market-value factor will be positive, and we will reduce the contract fund by less than the sum of the withdrawal and the withdrawal charge. Page 8 C-35 - - ------------------------------------------------------------------------------- TRANSFERS You may transfer amounts into or out of investment options, subject to the following restrictions: 1. We impose a transaction charge, shown on a Contract Data page, if you make more than 12 transfers in a Contract Year. The charge is taken pro-rata from the investment options from which the transfer is made. 2. You may not make a transfer from an interest cell in the Fixed-Rate option, except during the 30-day period following the cell's maturity date, or under a plan for periodic transfers that we make available to all owners of contracts like this one. 3. You may not make a transfer from an investment option to the same investment option. The transfer will take effect as of the end of the valuation period on the date we receive valid notification from you, if that is a Business Day. Otherwise, it will take effect on the next Business Day. A valuation period is the period of time from one determination of the value of the amount invested in a subaccount to the next such determination. Such determinations are made once each Business Day, generally at 4:15 p.m., New York City time. Any amount transferred from an MVA cell is subject to a market-value adjustment, unless the transfer is made in the 30-day period following the maturity date of the interest cell. If you do not direct us otherwise, when we transfer money from a Fixed-Rate option or MVA option, we will take the money first from the oldest eligible interest cell in the option. Page 9 C-36 - - ------------------------------------------------------------------------------- WITHDRAWALS Amount You may make a withdrawal at any time prior to the Annuity Date Available while at least one Annuitant is living (the minimum withdrawal for amount is shown on a Contract Data page). The total amount Withdrawal available for withdrawal at any time is the "cash value" of the contract. The cash value is equal to the contract fund, plus or minus the market-value adjustment of all amounts in MVA options, minus the withdrawal charge and the administrative charge that may apply for a surrender of the contract. Withdrawal A withdrawal charge may apply if you make a withdrawal during the Charges first seven Contract Years. The amount of the charge is a percentage, shown on a Contract Data page, of any amount to be withdrawn in excess of the applicable charge-free amount described below. If you ask for a withdrawal of a specific dollar amount, we will deduct enough from the contract fund to provide the withdrawal charge and provide you the amount you asked for. If you request a percentage withdrawal, unless you direct otherwise, we will apply that withdrawal pro-rata across all investment options. The requested percentage will be applied to each investment option in determining the gross amount withdrawn. In this instance, any applicable withdrawal charge, in addition to the withdrawal, will be applied pro-rata across all investment options. The withdrawal charge will never be greater than that permitted by any applicable law or regulation. Allocation of You may direct that a withdrawal be made from either an Withdrawals interest-rate investment option, a variable investment option, or both. If you direct that some or all of a withdrawal be made from an interest-rate investment option, you may direct that the withdrawal be made from a specific interest cell or cells. If you do not specify the investment option or options from which the withdrawal is to be made, here is how we will allocate the withdrawal. We will take the withdrawal (and the withdrawal charge) on a pro-rata basis from all investment options. Within the interest-rate investment options, we will take the withdrawal first from the oldest eligible interest cell or cells in those options. Charge-Free Certain amounts (the charge-free amounts) may be withdrawn Amounts without incurring a withdrawal charge. The charge-free amount available in any current Contract Year is equal to: (a) 10% of any portion of total purchase payments made in the current and all prior Contract Years in excess of total purchase payments withdrawn in prior Contract Years; plus (b) any charge-free amount available in the prior Contract Year that has not been withdrawn; plus (c) any portion of the withdrawal amount in excess of: the sum of all purchase payments made reduced by the amount of all prior withdrawals. For purposes of determining withdrawal charges and charge-free amounts, withdrawals are always assumed to come first from purchase payments. Waiver of We will waive all withdrawal charges upon receipt of due proof Withdrawal that a sole or last surviving Annuitant is Terminally Ill, or has Charges been confined to an Eligible Nursing Home or Hospital continuously for at least three months. See the General Provisions for definitions of these terms. This waiver is not available if the contract has been assigned. Page 10 C-37 - - ------------------------------------------------------------------------------- BENEFICIARY You may designate or change a beneficiary to receive any amount due if the sole or last surviving Annuitant dies before the Annuity Date. You may initiate a change to the beneficiary designation by completing a change form, which you can obtain from us or from your representative. We may also ask you to send us the contract. The change will take effect only when we process the request. Then any previous beneficiary's interest will end as of the date of the request, even if no Annuitant is living when we process the request. Any beneficiary's interest is subject to the rights of any assignee we know of. When a beneficiary is designated, any relationship shown is to the Annuitant (First Annuitant if two Annuitants are named on page 3) unless otherwise specified. To show priority among beneficiaries, we will use numbered classes, so that the class with first priority is called class 1, the class with next priority is called class 2, and so on. If two Annuitants are named on page 3, the term "Annuitant" refers to the last surviving Annuitant. The following statements apply to beneficiaries unless a Contract Data page, contract endorsement or change request that we have processed specifies otherwise: 1. One who survives the Annuitant will have the right to be paid only if no one in a prior class survives the Annuitant. 2. One who has the right to be paid will be the only one paid if no one else in the same class survives the Annuitant. 3. Two or more in the same class who have the right to be paid will be paid in equal shares. 4. If none survives the Annuitant, we will pay in one sum to the Annuitant's estate. Before we make a payment, we have the right to decide what proof we need of the identity, age or any other facts about any persons designated as beneficiaries. If beneficiaries are not designated by name and we make payment(s) based on that proof, we will not have to make the payment(s) again. Page 11 C-38 - - ------------------------------------------------------------------------------- DEATH OF ANNUITANT BEFORE ANNUITY DATE If a sole or last surviving Annuitant dies before the Annuity Date, then, when we receive due proof of death and any other documentation we need, the beneficiary is entitled to receive a death benefit equal to the greatest of: (a) the contract fund as of the date we receive due proof of death and any other documentation we need; (b) the total invested purchase payments made less the total withdrawals made (including withdrawal charges); and (c) The minimum guaranteed death benefit less certain withdrawals described below. On the third Contract Anniversary, we set the minimum guaranteed death benefit equal to the contract fund. On each subsequent triennial Contract Anniversary, the minimum guaranteed death benefit is reset to the greater of: (1) the previous minimum guaranteed death benefit less total withdrawals made in the prior three Contract Years; and (2) the contract fund as of that Contract Anniversary. For death occurring between triennial Contract Anniversaries, we subtract from the minimum guaranteed death benefit any withdrawals made since the latest triennial Contract Anniversary. - - ------------------------------------------------------------------------------- DEATH OF ANNUITANT ON OR AFTER ANNUITY DATE If an Annuitant dies on or after the Annuity Date, the payout provision then in effect will govern whether and to whom we will make any payment. Page 12 C-39 - - ------------------------------------------------------------------------------- PAYOUT PROVISIONS Choosing an You may use the contract fund as of the Annuity Date, plus or Option minus any market-value adjustment, to provide an income to the Annuitant(s) by choosing one or more of the options we describe below at any time before the Annuity Date. But, for any annuity option, we will first deduct any charge for taxes attributable to premiums, and any applicable withdrawal charges, described below. We offer the same annuity options to the Payee that we offer to an Annuitant. And we determine monthly payments for the Payee in the same way we do for an Annuitant. Your right to choose an option is subject to all these conditions: (1) You must ask for the option in writing and in a form which meets our needs. (2) You must send the contract to us to be endorsed. (3) If we require it, you must give us due proof of the date of birth of the person on whose life an annuity payment is based. (4) We must have your request, the contract and any required due proof(s) of the date(s) of birth before the Annuity Date. The option you choose will take effect on the Annuity Date if: (1) the person on whose life the annuity is to be based is living on that date; (2) the first payment under the option will be at least $50; and (3) you do not void the choice by making a later choice before the Annuity Date. If two Annuitants are named in the contract and both are living, payment will be based on the life of the First Annuitant, as named on page 3. Options When we use the word Annuitant in the following paragraphs we Described mean the Annuitant for whom the annuity described was chosen and who is to receive payment under the annuity. For an Annuitant, the first payment under these options will be made on the Annuity Date. For a Payee, unless a later date is requested, the first payment will be made on the first day of the earliest calendar month on or after the day we have received the request for the payout and due proof of the Annuitant's death and such claim forms and other evidence as may be satisfactory to us. Here are the options we offer. We may also consent to other arrangements. Option 1 We will make equal payments for up to 25 years. The Option 1 (Install- Table shows the minimum amounts we will pay. ments for a Fixed Period) Option 2 We will make monthly payments for as long as the person on whose (Life life the payout is based lives, with payments certain for 120 Income) months. The Option 2 Table shows the minimum amounts we will pay. Option 3 We will hold an amount at interest at the rate indicated below. (Interest At your choice, we will pay the interest annually, semi-annually, Payment) quarterly, or monthly. Other Payout We may offer other payout options. Contact one of our Options representatives or one of our offices for information. When No If no choice takes effect on the Annuity Date, payout under Option Option 3 (Interest Payment Option) will become effective. Chosen Interest Rate Payments under any of the options will be calculated assuming an effective interest rate of at least 3% a year. We may include more interest. Withdrawal If you choose Option 1 or Option 3, we will apply a withdrawal Charges charge in the same way as we would if you had made a withdrawal (see Withdrawals). Any amount used to provide income under Option 2 may be withdrawn without charge. If you choose any other method of payment not described in this contract, we will tell you if it is subject to a withdrawal charge. Page 13 C-40 - - ------------------------------------------------------------------------------- ANNUITY SETTLEMENT TABLES Amounts For Options 1 and 2, we will use the table below to compute the Payable minimum amount of the annuity payment. If the Annuity Date is not a Contract Anniversary, we will adjust the amounts accordingly. When we computed the amounts we show in the Option 2 Table, we adjusted the 1983 Table a to an age last birthday basis, less three years; we used an interest rate of 3-1/2% per year. If the age is over 80, the rate for age 80 will be used. OPTION 1 TABLE MINIMUN AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000, THE FIRST PAYABLE IMMEDIATELY ----------------------- Number Monthly of Years Payment ---------- --------- 1 $84.65 2 43.05 3 29.19 4 22.27 5 18.12 6 15.35 7 13.38 8 11.90 9 10.75 10 9.83 11 9.09 12 8.46 13 7.94 14 7.49 15 7.10 16 6.76 17 6.47 18 6.20 19 5.97 20 5.75 21 5.56 22 5.39 23 5.24 24 5.09 25 4.96 ---------- --------- Multiply the monthly amount by 2.989 for quarterly, 5.952 for semi-annual or 11.804 for annual. OPTION 2 TABLE Amount of Annunity Payment for each $1,000 applied on the Annuity Date AGE MALE FEMALE AGE MALE FEMALE ================================================================================ 41 $3.88 $3.67 61 $5.25 $4.79 42 3.92 3.70 62 5.36 4.89 43 3.97 3.74 63 5.48 4.98 44 4.01 3.78 64 5.60 5.09 45 4.06 3.82 65 5.73 5.20 46 4.12 3.86 66 5.87 5.31 47 4.17 3.90 67 6.01 5.43 48 4.23 3.94 68 6.15 5.56 49 4.28 3.99 69 6.30 5.70 50 4.35 4.04 70 6.46 5.84 51 4.41 4.09 71 6.62 5.99 52 4.48 4.15 72 6.79 6.15 53 4.55 4.21 73 6.96 6.31 54 4.62 4.27 74 7.13 6.49 55 4.70 4.33 75 7.30 6.67 56 4.78 4.40 76 7.48 6.85 57 4.86 4.47 77 7.66 7.04 58 4.95 4.54 78 7.83 7.24 59 5.05 4.62 79 8.00 7.44 60 5.15 4.71 80 8.17 7.64 Page 14 C-41 - - ------------------------------------------------------------------------------- GENERAL PROVISIONS Quarterly We will send you a report four times each calendar year until the Report Annuity Date. It will show the contract fund, the cash value, the death benefit as of the report date, the guaranteed minimum death benefit as of the report date, interest and any other credits applied during the period covered by the report, and charges and withdrawals during the period covered by the report. The report will include any other data that may be required where this contract is delivered. You may ask for a report like this at any time. But, except for the four reports we send you during the year, we have the right to charge a fee for each report. The Contract This document forms the whole contract. Contract Only one of our officers with the rank or title of vice president Modifications or above may agree to modify this contract, and then only in writing. Change of You may change your Annuity Date if we consent. Any such change Annuity Date will be subject to conditions that we then determine. Ownership and Unless we endorse this contract to say otherwise: (1) the Control Annuitant (the First Annuitant, if two are named) is the owner of the contract; (2) while any Annuitant is living the owner alone is entitled to any contract benefit and value, and the exercise of any right or privilege granted by the contract or by us; (3) if two Annuitants are named and the First Annuitant dies while the Co-Annuitant is living, the Co-Annuitant will become the owner; and (4) if there is no Co-Annuitant and no contingent owner has been named, on the death of the owner, the beneficiary becomes the owner for purposes of Section 72 (s) of the Internal Revenue Code of 1986, as amended, or any successor provision. Currency Any money we pay, or which is paid to us, must be in United States currency. Misstatement If any Annuitant's stated sex or date of birth or both are not of Age or correct, we will change each benefit and the amount of each Sex annuity payment to that which the total purchase payment amounts would have bought for the correct sex and date of birth. Also, we will adjust the amount of any payments we have already made. Here is how we will do it: (1) We will deduct any overpayments, with interest at 5% a year, from any payment(s) due then or later. (2) We will add any underpayments, with interest at 5% a year, to the next payment we make after we receive proof of the correct sex and date of birth. Incontest- We will not contest this contract. We consider all statements ability made in the application for this contract to be representations, not warranties. Proof of Life Before we make a payment, we have the right to require proof of or Death continued life or proof of death, and any other documentation we need to make the payment, for any person whose life or death determines whether or to whom we must make the payment. Page 15 C-42 Assignment We are under no obligation to comply with or honor an assignment unless we receive it, or a copy of it. We are not obliged to see that an assignment is valid or sufficient. If any Annuitant is living on the Annuity Date and an assignment is in effect on that date, we have the right to pay the cash value in one sum to the assignee. This contract may not be assigned to a tax-qualified retirement plan or program without our approval. Deferring We will usually pay any death benefit or withdrawal promptly. If Payment the death benefit or withdrawal is to be paid from a variable investment option, we have the right to defer that payment for any period during which the New York Stock Exchange is closed for trading (except for normal holiday closing) or when the Securities and Exchange Commission has determined that a state of emergency exists which may make payment of the death benefit or withdrawal impractical. Changes We reserve the right, upon 90 days notice to you to: 1. restrict or refuse to accept any purchase payment; 2. establish minimum percentage and dollar amounts for invested purchase payment allocations; 3. change any or all terms and provisions of the Annuity Settlement Tables, but only with respect to any portion of an annuity settlement deriving from purchase payments made on or after the effective date of the change and from earnings on those purchase payments; and 4. make any changes required by law. Participation This contract is eligible to participate in our divisible (Dividends) surplus. We do not expect that any dividends will be payable on or before the Annuity Date. While any payout provision or arrangement is in effect, the contract will share in our surplus to the extent and in the way we decide. Page 16 C-43 Terminally Ill We consider someone terminally ill who has a life expectancy of six months or less. Proof of Terminal Illness must include a certification by a licensed physician. Eligible An institution or special nursing unit of a hospital that meets Nursing Home at least one of the following requirements: 1. It is Medicare approved as a provider of skilled nursing care services; 2. It is licensed as a skilled nursing home or as an intermediate care facility by the state it is located in; or 3. It meets all the following requirements: (a) It is licensed as a nursing home by the state it is located in; (b) Its main function is to provide skilled, intermediate, or custodial nursing care; (c) It is engaged in providing continuous room and board accommodations to 3 or more persons; (d) It is under the supervision of a registered nurse (RN) or licensed practical nurse (LPN); (e) It maintains a daily medical record of each patient; and (f) It maintains control and records for all medications dispensed. Institutions that primarily provide residential facilities are not eligible nursing homes. Eligible An institution that meets either of the following requirements: Hospital 1. It is accredited as a hospital under the Hospital Accreditation Program of the Joint Commission on Accreditation of Healthcare Organizations; or 2. It is legally operated, has 24-hour a day supervision by a staff of doctors, has 24-hour a day nursing service by registered graduate nurses, and either: (a) It mainly provides general inpatient medical care and treatment of sick and injured persons by the use of medical, diagnostic and major surgical facilities. All such facilities are located in it or are under its control; or (b) It mainly provides specialized inpatient medical care and treatment of sick or injured persons by the use of medical and diagnostic facilities (including x-ray and laboratory). All such facilities are located in it, are under its control, or are available to it under a written agreement with a hospital (as defined above) or with a specialized provider of these facilities. An eligible hospital is not an institution, or part of one, that: (a) furnishes mainly homelike or custodial care, or training in the routines of daily living; or (b) is mainly a school. Page 17 C-44 - - ------------------------------------------------------------------------------- Variable Annuity Contract with Flexible Purchase Payments. Annuity payments starting on Annuity Date. Benefit payable as stated upon death before Annuity Date. Contract values reflect investment results. Market-Value-Adjustment option subject to market-value adjustments. Eligible for annual dividends as stated under Participation. Page 18 C-45 EX-99.(5)(A) 6 APPLICATION Application for a Flexible Payment Variable Deferred Annuity ("Discovery Preferred") to the Pruco Life Insurance Company The Prudential Phoenix, AZ 85014 Logo A stock company subsidiary of The Prudential Insurance Company of America - - ------------------------------------------------------------------------------------------------------------------------------------ 1. Proposed Annuitant Name -- first, initial, last (Print) Sex Date of birth Age Social Security#/TIN M F Mo. Day Yr. JOHN DOE /X/ / / 4 6 45 50 XXX-XX-XXXX -------------------------------------------------------------------------------------------------------------------------------- Address No. Street City State Zip State of Residence 123 MAIN STREET (NAME OF CITY) (NAME OF STATE) XXXXX (NAME OF STATE) -------------------------------------------------------------------------------------------------------------------------------- Is the Proposed Annuitant a citizen of the U.S.? ........................................................... Yes /X/ No / / If no, what is the Proposed Annuitant's permanent resident country?__________________________________________ If no, a completed 1001 and W-8 must accompany this application. - - ----------------------------------------------------------------------------------------------------------------------------------- 2. Proposed Co-Annuitant (if any, do not complete for an IRA) Sex Date of birth Age Social Security#/TIN Name -- first, initial, last (Print) M F Mo. Day Yr. / / / / - - -------------------------------------------------------------------------------------------------------------------------------- Address No. Street City State Zip State of Residence --------------------------------------------------------------------------------------------------------------------------------- Is the Proposed Co-Annuitant a citizen of the U.S.? ........................................................ Yes / / No / / If no, what is the Proposed Co-Annuitant's permanent resident country?_______________________________________ If no, a completed 1001 and W-8 must accompany this application. - - ------------------------------------------------------------------------------------------------------------------------------------ 3. Contract Owner (Annuitant unless otherwise indicated. Do not complete for an IRA) Name -- first, initial, last (Print) Relationship to Sex Date of birth Age Social Security#/TIN Annuitant M F Mo. Day Yr. / / / / - - --------------------------------------------------------------------------------------------------------------------------------- Address No. Street City State Zip State of Residence --------------------------------------------------------------------------------------------------------------------------------- Is the Contract Owner a citizen of the U.S.? ............................................................... Yes / / No / / If no, what is the Contract Owner's permanent resident country?______________________________________________ If no, a completed 1001 and W-8 must accompany this application. - - ----------------------------------------------------------------------------------------------------------------------------------- 4. Contingent Contract Owner (if any. Do not complete for an IRA. Complete only if owner is not Annuitant) Name -- first, initial, last (Print) Relationship to Sex Date of birth Age Social Security#/TIN Annuitant M F Mo. Day Yr. / / / / - - --------------------------------------------------------------------------------------------------------------------------------- Address No. Street City State Zip State of Residence --------------------------------------------------------------------------------------------------------------------------------- Is the Contingent Contract Owner a citizen of the U.S.? .................................................... Yes / / No / / If no, what is the Contingent Contract Owner's permanent resident country?___________________________________ If no, a completed 1001 and W-8 must accompany this application. - - ------------------------------------------------------------------------------------------------------------------------------------ 5. Beneficiary Relationship to Sex Date of birth Age Social Security#/TIN a. Primary (Class 1) Annuitant M F Mo. Day Yr. JANE DOE SPOUSE / / /X/ 12 17 48 46 XXX-XX-XXXX Name -- first, initial, last (Print) -------------------------------------------------------------------------------------------------------------------------------- b. Contingent (Class 2, if any) Relationship to Sex Date of birth Age Social Security#/TIN Annuitant M F Mo. Day Yr. / / / / - - Name -- first, initial, last (Print) - - ------------------------------------------------------------------------------------------------------------------------------------ 6. Type of Plan /x/ Non-Qualified / / IRA - - ------------------------------------------------------------------------------------------------------------------------------------ 7. Payment (Minimum $10,000) $ XX,XXX --------- If IRA: Source of Funds: / / IRA Rollover $__________ / / IRA Transfer $__________ / / IRA Contribution $__________ Year__________ / / Direct Rollover $_________ - - ------------------------------------------------------------------------------------------------------------------------------------ PLI 442-95 C-46
- - ------------------------------------------------------------------------------- 8. Purchase Payment Allocation (Must equal 100%) Investment Option/Allocation % Money Market 100% Bond ___% Conservatively Managed Flex ___% Aggressively Managed Flex ___% High Yield Bond ___% High Dividend Stock ___% XXX ___% XXX ___% XXX ___% Investment Option/Allocation % Common Stock ___% Growth Stock ___% Small Cap Stock ___% Global Equity ___% Natural Resources ___% 1 yr. Fixed-Rate Option ___% 7 yr. MVA Option ___% XXX ___% XXX ___% - - ------------------------------------------------------------------------------- 9. Replacement Will the proposed contract replace any existing insurance or annuity contract? (if yes, list company name, plan, year of issue and contract number) ......... ............................... Yes / / No /X/ Aggregation Did you purchase another annuity from Prudential or an affiliated company this calendar year? (if yes, list plan and contract number) ................................................. Yes / / No /X/ - - ------------------------------------------------------------------------------- 10. State any Special Request. - - ------------------------------------------------------------------------------- 11. Telephone Transfers /X/ I DO NOT authorize telephone transfers/ reallocations. [ ] I authorize the Company to accept telephone transfers/reallocation instructions from Only Me (owner) to change the allocation of any purchase payments and/or to transfer funds among my investment options. I agree to the established conditions and requirements stated in the prospectus. I am aware that telephone instructions may be recorded to protect me and the Company and such instructions may not be put into effect until proper identification is provided. - - ------------------------------------------------------------------------------- 12. Supplementary Information o Attach ORD 85232 if funds are from an IRA trustee-to-trustee transfer. o If owner is a trust. a completed Trustee Statement and Agreement (COMB 86044) must accompany this application. - Is this a grantor trust for federal income tax purposes?..Yes / / No /X/ - Is this trust being considered as an agent for a natural person under section 72(u) of the Internal Revenue Code? Attach a statement signed by the trustee indicating he or she understands the tax treatment of annuities under section 72(u) of the Internal Revenue Code................Yes / / No /X/ - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- ANY PERSON WHO KNOWINGLY GIVES FALSE OR DECEPTIVE INFORMATION, WHEN COMPLETING THIS FORM, FOR THE PURPOSE OF DEFRAUDING THE COMPANY IS GUILTY OF INSURANCE FRAUD. - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- 13. Signatures The initial purchase payment must be paid on the contract date. If an IRA is applied for, the applicant acknowledges receiving an explanatory booklet (ORD 78068) and understands that he or she will be given a financial disclosure statement with the contract. /X/ Check here if a Statement of Additional Information is desired. (Residents of California will receive a Statement of Additional Information with their prospectus.) No Representative can make or change a contract or waive any of the Company's rights or needs. The applicant believes this contract meets his needs and financial objectives. The applicant further understands (1) that any amount of purchase payments allocated to a variable investment option will reflect the investment experience of that option and, therefore, benefits and values under the contract may vary and are not guaranteed as to a fixed dollar amount; and (2) acknowledges receipt of the current prospectus for the Flexible Payment Variable Deferred Annuity applied for and The Prudential Series Fund, Inc. - - ------------------------------------------------------------------------------- PLI 442-95 C-47 - - ------------------------------------------------------------------------------- Certification.--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and . Please Initial: (2) I am / / am not / / JD Proposed Annuitant ---------- I am / / am not / / Proposed Co-Annuitant ---------- I am / / am not / / Contract Owner ---------- I am / / am not / / Contingent Owner ---------- subject to backup withholding either because I have not been notified by the internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. Certification Instructlons.--You must check the box above indicating that you are subject to backup withholding if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, check the box above indicating that you are not subject to backup withholding.
Signed at CITY STATE MAY 31, 1995 ---------------------------------------------------------------------------------------- ----- ---------------- City State Date JOHN DOE RICHARD ROE logo ------------------------------------------------- ----------------------------------------------------------------- Sigature of Proposed Annuitant Witness (Licensed Writing Representative must witness where required by law. In Michigan must be Registered Representative) Signed at ---------------------------------------------------------------------------------------- ----- ---------------- City State Date logo ------------------------------------------------- ----------------------------------------------------------------- Signature of Proposed Co-Annuitant Witness (Licensed Writing Representative must witness where required by law. In Michigan must be Registered Representative) Signed at ---------------------------------------------------------------------------------------- ----- ---------------- City State Date logo ------------------------------------------------- ----------------------------------------------------------------- Signature of Contract Owner (and title if a Trust) Witness (Licensed Writing Representative must witness where required by law. In Michigan must be Registered Representative) Signed at ---------------------------------------------------------------------------------------- ----- ---------------- City State Date logo ------------------------------------------------- ------------------------------------------------------------------ Signature of Contingent Owner (if applicable) Witness (Licensed Writing Representative must witness where required by law. In Michigan must be Registered Representative) logo ---------------------------------------------------------------------------------------------------------------------- Florida residents only: Writing Representative's name and Florida license identification number
This application is submitted in the belief that the purchase of this contract is suitable for the applicant based Yes No upon the information furnished. /X/ / / Reasonable inquiry has been made of the applicant concerning the applicant's overall financial situation and Yes No needs and investment objectives. /X/ / / The purchase of this contract is reasonably consistent with the premise that the proposed contract owner will Yes No persist with the contract. /X/ / / Do you have, from any source, facts that any person named as Annuitant or Co-Annuitant above may replace Yes No or change any current insurance or annuity in any company? If YES, give details in "Special Request" / / /X/ section. Representative's The representative hereby certifies that he/she witnessed the signature(s) above and that all Signature information contained in this application is true to the best of his/her knowledge and belief. logo RICHARD ROE ------------------------------------------------------------------------------------------------------------ PLI 442-95 C-48
14. A note about your application for an annuity. Any information we obtain or have obtained about you will be treated as confidential. However, we may give this information, as necessary, to persons conducting mortality or morbidity studies and to affiliate companies for marketing, servicing, underwriting or claim handling purposes. If you ask, we will describe any other circumstances when we may obtain or disclose or may have obtained or disclosed information about you without your prior authorization. If you have any questions concerning any of the personal information which we obtain or report, let us know. You have the right to see this information and to correct, amend or delete any information which may be wrong. We will tell you how to do this if you ask us. Thank you for applying to us for an annuity. - - -------------------------------------------------------------------------------- Credit % Agent Name Contract No. Office Name/Code Telephone No. - - -------- ------------- ----------- ---------------- ------------ - - -------- ------------- ----------- ---------------- ------------ - - -------- ------------- ----------- ---------------- ------------ - - -------------------------------------------------------------------------------- PLI 442-95 C-49 EX-99.(6)(2) 7 ARTICLES OF INC. Exhibit (6)(a) ARTICLES OF INCORPORATION OF PRUCO LIFE INSURANCE COMPANY ----------- KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, having associated ourselves together for the purpose of forming a corporation under the laws of the State of Arizona, hereby adopt the following articles of incorporation. I. The names of the incorporators and their residences and post office addresses are as shown at the foot hereof. The name of the corporation shall be Pruco Life Insurance Company and its principal place of business shall be at Phoenix, Arizona, but the Board of Directors may designate other places of business either within or outside the State of Arizona where offices may be established, any or all business of the corporation transacted and the meetings of the Board of Directors and stockholders held. II. The nature of the business to be transacted and the objects and purposes for which this corporation is formed are: C-50 (a) To engage in business as a domestic stock life and disability insurer under the laws of the State of Arizona and to conduct such business in other jurisdictions where it may qualify; to deal in life insurance, endowments, annuities, accident insurance, health insurance and any combinations thereof, the benefits of which may be fixed or variable, or both; to issue policies or other contracts with or without participation in profits, savings or unabsorbed portions of premiums; to accept and cede reinsurance of any such risks or hazards; and to engage in any other business or type of business which any other corporation now or hereafter incorporated under the laws of the State of Arizona and empowered to conduct a life and disability insurance business may lawfully do, such as the performance of services, independently of any insurance or annuity contract, of the kinds it performs in the normal conduct of its insurance or annuity business, including, but not limited to, consultative, administrative, investment, actuarial, loss prevention, data processing, accounting, safety engineering, claims, appraisal and collection services. (b) To make investments of any kind permitted under the insurance laws of the State of Arizona as such laws exist from time to time; (c) To establish and maintain separate investment accounts of any type or amount in accordance with resolutions adopted by the Board of Directors; (d) To purchase, aquire, own, hold, guarantee, sell, assign, transfer, pledge or otherwise deal in and dispose of shares, bonds, notes, debentures or other securities or evidences of indebtedness of any other person, corporation, partnership, limited partnership or other association, whether domestic or foreign, and whether now or hereafter organized and existing, and while the holder thereof to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, to the same extent as a natural person could do; bonds, notes, debentures or other evidences of indebtedness purchased or otherwise acquired may be secured or unsecured; (e) To acquire by purchase, lease or otherwise and to own, hold, use, sell, assign, transfer, pledge or otherwise deal in and dispose of any other kind of personal property; (f) To acquire by purchase, lease or otherwise, real property, and interests in real property, and to own, hold, improve, develop, manage and dispose of any real property or interests so acquired; to erect or cause to be erected on any such real property, buildings or other structures with their appurtenances; and to mortgage, rent, sell or otherwise hold or dispose of any such property; -2- C-51 (g) To foreclose by entry or otherwise, extend, assign or give partial releases from and discharge mortgages, deeds of trust or pledges and to bid for and become the purchaser of any real or personal property sold at any foreclosure or other sale. (h) To borrow money for any of the purposes of this corporation, and to issue the corporation's note or notes therefor in series or otherwise; to execute and issue bonds, debentures or other obligations, in series or otherwise; and to issue or cause to be issued certificates and other negotiable or transferable instruments; to mortgage or pledge any or all of the assets of the corporation as security for the performance of the covenants of such bonds, notes, debentures, certificates or other instruments, upon such terms and conditions as may be set out in such instrument or instruments, mortgaging or pledging the same, or in any deed, contract or instrument relating thereto. (i) To act as trustee, broker or in any fiduciary capacity; to become surety for others and to endorse commercial paper. (j) To promote or to aid in any manner, financially or otherwise, any person, corporation, partnership, limited partership or other association of which any shares, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarntee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, corporations, partnerships, limited partnerships or associations; and to do any other act or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness. (k) To do all and every thing necessary, suitable or proper for the accomplishment of any of the purposes, or attainment of any of the objects hereinbefore enumerated, either alone or in association with other persons, corporations, partnerships, limited partnerships or other associations, as principal, agent, broker, contractor, partner, limited partner, joint venturer, trustee or otherwise, and in general to engage in any and all lawful business that may be necessary or convenient in carrying out the business of the corporation and to do any and every other act or acts, -3- C-52 thing or things, incidental to, growing out of or connected with the business or any part or parts thereof. The designation of any object or purpose herein shall not be construed to be a limitation or qualification or in any manner to limit or restrict the purposes and objects of the corporation. The powers enumerated shal be exercisable only to the extent permitted by law. III. The authorized amount of capital stock of the corporation shall be one million (1,000,000) shares of common stock with Ten Dollar ($10.00) par value. The common stock shall be issued and paid for at such time or times and in such manner as the Board of Directors shall determine and when issued and paid for shall be non-assessable except as provided by Article 14, Section 11, of the Constitution of Arizona. IV. The time of the commencement of this corporation shall be the day of issuance to it of a certificate of incorporation by the Arizona Corporation Commission, and its existence shall be perpetual. V. The business and affairs of this corporation shall be conducted by a Board of Directors of not less than five (5) nor more than fifteen (15) members, the exact number to be determined, within these limits, in -4- C-53 accordance with the By-laws. The first Board of Directors and the initial officers of the corporation, to serve until the first annual meeting, shall be: Name Position Address - - ---- -------- ------- Kenneth C. Foster Director and President Prudential Plaza Newark, N.J. 07101 Robert A. Beck Director and Vice President Prudential Plaza Newark, N.J. 07101 Frank J. Hoenemeyer Director Prudential Plaza Newark, N.J. 07101 Fredrick E. Rathgeber Director Prudential Plaza Newark, N.J. 07101 Jack T. Kvernland Director, Vice President Prudential Plaza and Actuary Newark, N.J. 07101 Alan M. Thaler Director and Vice President 300 3N. Central Ave. Phoenix, Ariz. 85012 Clifford H. Whitcomb Comptroller Prudential Plaza Newark, N.J. 07101 Bryan Wilson Treasurer Prudential Plaza Newark, N.J. 07101 David H. Fredericks Secretary Prudential Plaza Newark, N.J. 07101 The directors, who need not be stockholders, shall be elected at the annual meeting of the stockholders, which shall be held at the principal office of the corporation in Phoenix, Arizona, or at any other place determined by the Board of Directors on the first Wednesday in May of each year, -5- C-54 commencing with the year 1972, at an hour to be named in the notice or waiver of notice of the meeting. If the date of the annual meeting falls on a legal holiday, the meeting shall be held on the next succeeding business day. A director shall serve until the next annual meeting of the stockholders and until his successor is duly elected and qualified. The Board of Directors shall have exclusive power to elect, at any regular or special meeting, such officers as permitted by the By-laws for the management of corporate business, such officers to serve at the pleasure of the Board. The offices may include, but are not limited to, those of President, Vice-President, Secretary, Treasurer, Actuary and Comptroller. The Board of Directors shall have power, without the assent or vote of the shareholders, to make, alter and repeal By-laws, but By-laws made by the Board may be altered or repealed and new By-laws made by the shareholders. -6- C-55 VI. The highest amount of the indebtedness or liability, direct or contingent, to which the corporation shall at any time subject itself shall be the maximum allowed under the laws of the State of Arizona. VII. The private property of the stockholders, directors and officers of the corporation shall at all times be exempt from all corporate debts and liabilities whatsoever. VIII. Thomas W. Wiley, whose address is 1700 First National Bank Plaza, Phoenix, Arizona 85003, and who has been a bona fide resident of the State of Arizona for more than three (3) years last past, is hereby appointed and designated statutory agent for the corporation for the State of Arizona upon whom service of process may be had. IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed their signatures as of -7- C-56 this _________ day of December, 1971. Incorporator Address - - ----------- ------- __________________________ Prudential Plaza John T. Andrews, Jr. Newark, N.J. 07101 __________________________ 1700 First National Bank Plaza Thomas W. Wiley Phoenix, Arizona 85003 __________________________ 1700 First National Bank Plaza Calvin H. Udall Phoenix, Arizona 85003 __________________________ 1700 First National Bank Plaza Richard A. Miller Phoenix, Arizona 85003 __________________________ 1700 First National Bank Plaza Robert P. Robinson Phoenix, Arizona 85003 PRUCO, INC., a New Jersey corporation By________________________ Prudential Plaza Newark, N.J. 07101 -8- C-57 STATE OF NEW JERSEY ) ) ss. County of Essex ) The foregoing instrument was acknowledged before me this _________ day of December, 1971, by John T. Andrews, Jr. _____________________________ Notary Public My commission expires: _______________________ STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this _________ day of December, 1971, by Thomas W. Wiley. _____________________________ Notary Public My commission expires: _______________________ STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this _________ day of December, 1971, by Calvin H. Udall. _____________________________ Notary Public My commission expires: _______________________ -9- C-58 STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this _________ day of December, 1971, by Richard A. Miller. _____________________________ Notary Public My commission expires: _______________________ STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this _________ day of December, 1971, by Robert P. Robinson. _____________________________ Notary Public My commission expires: _______________________ -10- C-59 STATE OF NEW JERSEY ) ) ss. County of Essex ) The foregoing instrument was acknowledged before me this _________ day of December, 1971, by ________________________________, __________________________ of Pruco, Inc., a New Jersey corporation, on behalf of the corporation. _____________________________ Notary Public My commission expires: _______________________ -11- C-60 EX-99.1.A.(6)(B) 8 AMENDED BY LAWS Exhibit 1.A.(6)(b) AMENDED BY-LAWS OF PRUCO LIFE INSURANCE COMPANY June 14, 1983 ARTICLE I General Section 1.01. Name. The name of this corporation shall be PRUCO LIFE INSURANCE COMPANY. Section 1.02. Location. The location of the corporation and its principal office shall be in Phoenix, Arizona, but it may have other offices at such places throughout the world as the business of the corporation may require and as the Board of Directors shall deem to be expedient. Section 1.03. Seal. The corporate seal of the corporation shall be a circular disc with the name of the corporation, the year of its organization, and the word "Arizona" thereon. Section 1.04. Fiscal Year. The fiscal year shall end on December 31. ARTICLE II The Stock Section 2.01. Sale of Stock. The Board of Directors may sell and issue the capital stock of the corporation to the full amount or number of shares authorized by the Articles of Incorporation, in such amounts and upon such terms C-61 of payment as from time to time shall be determined by the Board, and as may be permitted by law. Section 2.02. Stock Certificates. Certificates of stock shall, subject to the provisions of the Articles of Incorporation, be in such form as may from time to time be prescribed by the Board of Directors, shall be numbered and entered in the books in the order issued, and shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed with the corporate seal. To the extent permitted by law, all or any of such signatures and/or seal may be facsimile. Section 2.03. Registration of Transfers. Transfers of shares shall be registered upon the books of the corporation by the registered holder in person or by attorney, duly authorized, and on surrender of the certificate or certificates for such shares, properly assigned for transfer. Section 2.04. Lost, Stolen or Destroyed Certificates. Each certificate issued shall be surrendered before a new certificate in lieu thereof shall be issued, except in the case of the loss, theft or destruction of a certificate, in which case a new certificate may be issued in place of the certificate so lost, stolen or destroyed upon the filing of an affidavit reciting the circumstances of such loss, theft or destruction and upon the filing of a bond of indemnity to the corporation in form and amount satisfactory to the directors. ARTICLE III Meetings of Stockholders Section 3.01. General. All meetings of the stockholders shall be held at the principal office of the corporation in the State of Arizona or at such other place as determined by the Board of Directors and stated in the notice or waiver of notice of the meeting. -2- C-62 Section 3.02. Voting. At all meetings, a stockholder may be represented and may vote in person or by a proxy in writing filed with the Secretary before voting. No proxy shall be voted after eleven months from its date unless such proxy provides for a longer period, but in no event shall a proxy be valid after three years from the date of execution. All elections for directors shall be decided by a plurality vote; all other questions shall be decided by a majority vote, except as otherwise provided by the Articles of Incorporation or the laws of the State of Arizona. Section 3.03. Annual Meeting. The annual meeting of the stockholders shall be held on the first Wednesday in May of each year, at an hour to be named in the notice or waiver of notice of the meeting. If the date of the annual meeting falls on a legal holiday, the meeting shall be held on the next succeeding business day. Section 3.04. Special Meeting in Lieu of Annual Meeting. In case for any reason the annual meeting is not held on the date specified in said Section 3.03, a meeting shall thereafter be held in lieu thereof and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such meeting shall be called in the same manner and as provided for special meetings of the stockholders. Section 3.05. Special Meetings. Special meetings of the stockholders may be called by the President or a Vice President, or by vote of the Board of Directors, and shall be called by the Secretary or, in the case of death, absence, incapacity or refusal of the Secretary, by any other officer upon the written application of one or more stockholders who are entitled to vote and who hold -3- C-63 at least a tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting. Section 3.06. Quorum. Except as otherwise required by law, by the Articles of Incorporation or by the By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the shares of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting sine die or, without notice other than announcement at the meeting, to a stated time and place, until a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 3.07. Notice of Meeting. A written or printed notice of all stockholders' meetings, stating the place, date and time and purpose of said meeting shall be given by the Secretary or an Assistant Secretary at least ten days before such meeting to each stockholder entitled to vote, by leaving such notice with him or at his residence or usual place of business or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation, but no such notice of such meeting shall be required if every stockholder entitled to notice thereof, or his attorney thereunto authorized by a writing which is filed with the records of the meeting, waives such notice, which such waiver may be executed and filed after such meeting has been held. The presence in person, by his attorney or by proxy, of any person entitled to notice of such meeting shall be deemed a waiver of such notice as to such person. Any person authorized hereunder to give notice of any such meeting may make affidavit relative thereto, which, as to the facts therein stated, shall be conclusive. -4- C-64 Section 3.08. Action Without Meeting. Any action required or permitted to be taken at a meeting of stockholders by law or the Articles of Incorporation or the By-Laws, may be taken without a meeting if all the stockholders entitled to vote thereon consent thereto in writing. ARTICLE IV Directors Section 4.01. Number and Term. The Board of Directors shall have not less than five nor more than fifteen members. Section 4.02. Election of Directors and Filling Vacancies. A Board of Directors shall be elected by ballot at the annual meeting of the stockholders, in accordance with the cumulative voting procedures prescribed by the laws of Arizona. The directors shall serve until the next annual meeting of stockholders and until their successors have been elected and qualified, but the Board of Directors may fill any vacancy occuring in the office of director from whatever cause in the interval between the annual meetings of the stockholders by majority vote of the remaining directors in office, even though there may not be a quorum, provided, however, that the stockholders entitled to vote may at a stockholders' meeting called for that purpose fill any such vacancy in the Board of Directors, if not already filled, or if already filled, substitute some other person to fill such vacancy, in which case the term of office of the person so elected by the Board of Directors to fill such vacancy shall forthwith terminate. The holding of stock in the corporation shall not be a necessary qualification for the election as a director of the corporation. Section 4.03. Increase or Decrease of Number. The number of directors may be increased or decreased within the limits prescribed by Section 4.01 of these By-Laws by vote of the stockholders at an annual or special meeting of the stock- -5- C-65 holders, and the additional directors may be chosen at any such meeting to hold office until the next annual election and until their successors are elected and qualify. Section 4.04. Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board of Directors. Section 4.05. Removal. Any director may be removed for cause at any annual meeting of stockholders, or at a special meeting called for that purpose. Section 4.06. General Powers. The property and business of the corporation shall be managed by the Board of Directors, who shall have the power to control and manage all of the affairs of the corporation and to exercise, in addition to the powers and authorities by these By-Laws or by the Articles of Incorporation expressly conferred upon them, all such powers as may be exercised, and to do all such things as may be done by the corporation which are not expressly reserved to the stockholders, subject to the provisions of the statutes and laws of the State of Arizona, and it may restrict, enlarge or otherwise modify the powers and duties of any or all of the officers of this corporation. Section 4.07. Committees. The Board of Directors may, by resolution or resolutions adopted by a majority of the entire Board, appoint one or more committees, each committee to consist of three or more directors of the corporation. Any such committee, to the extent provided in the resolution or in the By-Laws of the corporation, shall have and may exercise all the authority of the Board of Directors except that no such committee shall (a) make, alter or repeal any By-Law of the corporation; (b) elect or appoint any director, or remove any officer or director; (c) submit to stockholders any action that requires stockholders' approval; or -6- C-66 (d) amend or repeal any resolution theretofore adopted by the Board. Section 4.08. Quorum. A majority of the total number of directors elected at the last election, but in no case less than three, shall constitute a quorum for the transaction of business, but a lesser number may adjourn the meeting sine die or to a stated time and place, and a majority of the members present at any meeting at which a quorum is present shall decide any question brought before such meeting except as otherwise may be provided by law. Any director shall be counted present at any regular or special meeting of directors and voting with the majority, if and when such directors shall subsequently approve the minutes of such meeting and sign the same in the minute book; and such signature shall be sufficient to make a quorum at such meeting, if necessary. Section 4.09. Regular Meeting. Regular meetings of the Board of Directors shall be held without notice following the adjournment of the annual meeting of the stockholders or any special meeting held in lieu thereof on the same day and at the same time and place as such annual or special meeting and on such other day and at such other time or place as shall be determined by the Board by prior resolutions. Section 4.10. Special Meeting. Special meetings of the Board may be called by the Chairman of the Board or the President or, at the request of three members of the Board of Directors, by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Notice of any special meeting shall be given to each director stating the time, place and purpose of the meeting in one of the following ways: either (a) by communicating actual notice thereof to such director at least twenty-four hours before the time of such meeting, or (b) by written notice thereof left at or telegraphed to a usual place of business of such -7- C-67 director or to his residence for the time being, in either case at least forty-eight hours before the time of such meeting, or (c) by placing a written notice thereof in the mail, postage prepaid, addressed to a usual place of business of such director or to his legal residence or to his residence for the time being, in any such case at least seventy-two hours before the time of such meeting. Section 4.11. Waiver of Notice. Notice of any meeting of the Board of Directors and of the business to be transacted thereat may be waived in writing before or after such meeting by any director, and the presence of any director at any meeting of the Board shall be deemed a waiver of notice by him of the meeting and of the business to be transacted thereat unless objection is made by him at the time and noted on the records of the meeting of the Board. Any person authorized hereunder to give notice of any such meeting may make affidavit relative thereto, which, as to the facts therein stated, shall be conclusive. Section 4.12. Action Without Meeting. A resolution in writing, signed by all members of the Board, or any committee thereof, as the case may be, shall be deemed to be the action of the Board or such committee as therein expressed, with the same force and effect as if the same had been passed at a duly convened meeting; and the Secretary shall record such resolution in the minute book under its proper date. ARTICLE V Officers Section 5.01. Officers. The officers of the corporation shall be a President, a Secretary, a Comptroller, a Chief Actuary and a Treasurer, -8- C-68 all of whom shall be elected by the Board of Directors and who shall hold office, subject to the By-Laws, until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman of the Board, one or more Vice Presidents and such Assistant Secretaries, Assistant Treasurers, Assistant Actuaries and Assistant Comptrollers as the Board may deem advisable. None of the officers of the corporation need be directors. Vacancies occuring among the officers shall be filled by the directors. Any officer may be removed by the Board, with or without cause, at any time. Section 5.02. Other Officers. In addition to the officers named in the preceding By-laws, the Board of Directors may, without limitation, establish such other offices as it may from time to time find necessary or convenient for the transaction of the corporation's business and may provide for the appointment or election of officers to fill such officer and fix their powers, duties and terms of office. Section 5.03. Bonds. The directors may require the Treasurer and any and all other officers to give bonds to the corporation with good and sufficient surety for the faithful performance of their respective duties and offices. Section 5.04. Qualification, Absence or Disability of Officers. The holding of stock in the corporation shall not be a necessary qualification for election as an officer of the corporation. In the case of the absence or disability of any officer of the corporation, the Board of Directors may appoint some other person to exercise for the time being the powers and perform the duties of such officer in his place and the authority of such person shall continue until it is revoked by the Board. -9- C-69 Section 5.05. Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors. Section 5.06. President. The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board, at all meetings of the Board of Directors. He shall have absolute power to supervise and direct the business of the corporation, subject only to the power and authority of the Board of Directors and shall, subject to the power of the Board, have power to appoint, remove and fix the compensation of all persons employed or to be employed by the corporation in any capacity whatsoever excepting the officers elected by the Board of Directors, and shall have such other powers as may be prescribed by the Board or the By-Laws. Section 5.07. Vice President. The Vice President, or if more than one, the Vice Presidents in the order established by the Board of Directors, shall in the absence or incapacity of the President, perform the duties of the President. In other respects, each Vice President shall exercise such powers and perform such duties as may be prescribed by the President, the Board of Directors or the By-Laws. Section 5.08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and any committees thereof and of the stockholders. He shall have the custody of the seal of the corporation and shall affix the seal to documents when authorized to do so. He shall perform all other duties usual to that office, and shall also perform such other duties and have such powers as may be prescribed or assigned to him from time to time by the President, the Board of Directors or the By-Laws. -10- C-70 Section 5.09. Treasurer. The Treasurer shall, except as may be otherwise provided in the By-Laws or by the Board of Directors, perform all the duties customary to that office, have the care and custody of the funds and securities of the corporation and deposit the same with such depositaries as the Board of Directors may designate. The Treasurer shall also perform such other duties and have such powers as may be prescribed or assigned to him from time to time by the President, the Board of Directors or the By-Laws. Section 5.10. Comptroller. The Comptroller shall supervise the accounts of the corporation, shall have supervision over and responsibility for the books, records, accounting and system of accounting and auditing in each office of the corporation, and shall perform such other duties as may be assigned to him by the President, the Board of Directors or the By-Laws. Section 5.11. Chief Actuary. The Chief Actuary shall make calculations and tables, shall audit the insurance portion of the annual statements, collect and arrange data, books, documents, tables and official statements upon the business of insurance and annuities, and perform such other acts, which may be of an executive character, as may be required by the President, the Board of Directors or the By-Laws. Section 5.12. Assistant Officers. Assistant Secretaries, Treasurers, Comptrollers, and Actuaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the President, the Board of Directors or the By-Laws. -11- C-71 ARTICLE VI Execution of Contracts, Checks, Etc. Section 6.01. Execution of Insurance and Annuity Contracts. The President or a Vice President and the Secretary or an Assistant Secretary shall execute all contracts of insurance and annuity either by signing such contracts manually or by causing to be thereto affixed their respective facsimile signatures duly adopted by each of them for the purpose with the approval of the Board of Directors. In case any officer, as aforesaid, who shall have signed a contract form or whose facsimile signature shall have been affixed thereto shall cease to be such officer by reason of death, or otherwise before such contract shall have been issued and delivered, such contract may nevertheless be issued and delivered unless the Board of Directors shall otherwise determine, and any such contract so issued and delivered shall be as binding upon the corporation as though every officer who signed the same or whose facsimile signature was affixed thereto, as aforesaid, had continued to be such officer of the corporation. Section 6.02. Checks, Etc. All checks, drafts or orders for the payment of money shall be signed by such officer or officers or agent or agents, and in such manner, as shall be determined from time to time by the Board of Directors. Section 6.03. Execution of Other Instruments. The President or any one of the Vice Presidents shall have power to execute on behalf of the corporation all instruments, deeds, contracts and other corporate acts and papers, subject only to the provisions of Sections 6.01 and 6.02 of these By-Laws. -12- C-72 ARTICLE VII Conflicting Interests No director, officer or employee of the Corporation at Manager level or higher shall have any position with or a substantial interest in any other enterprise operated for profit, (other than The Prudential Insurance Company of America or any direct or indirect subsidiary thereof) the existence of which would conflict or might reasonably be supposed to conflict with the proper performance of his or her Corporate responsibilities, or, which might tend to affect his or her independence of judgment with respect to tranactions between the Corporation and such other enterprise. If a director or any such officer or employee has a position with or substantial interest in another such enterprise, which, when acquired, did not create such an actual or apparent conflict of interest, he or she shall make timely disclosure of such position or interest to the Board of Directors when he or she learns that there is an impending transaction between such enterprise and the Corporation or The Prudential Insurance Company of America or any subsidiary or affiliate of either the Corporation or Prudential that might create such an actual or apparent conflict. The Board of Directors, which may act through appropriate committee or sub-committee, shall adopt such regulations and procedures as shall from time to time appear to it sufficient to secure compliance with the above policy. ARTICLE VIII Indemnification Every former and present officer and director of the corporation shall be indemnified by the corporation against all expenses incurred by him, including legal fees, or judgments or penalties rendered or levied against him in a legal action brought against him for actions or omissions alleged to have been committed by him while acting within the scope of his employment as an officer or director of the corporation, or in the settlement of any such proceedings, -13- C-73 whether or not he is an officer or director at the time such expenses are incurred, judgments or penalties are rendered or levied and settlement made, provided that the Board of Directors shall determine in good faith that he did not act, fail to act or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action; and further provided that in the event of a settlement, the indemnification herein provided shall apply only if the Board of Directors shall approve such settlement and reimbursement and determine in good faith that such settlement and reimbursement is in the best interest of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such officer or director may be entitled. Pursuant to a resolution of the Board of Directors of the corporation, the corporation may, subject to the same qualifications, also indemnify (i) any one or more present or future members of a variable contract account committee established pursuant to subsection E of A.R.S. ss20-651 and (ii) any one or more present or future directors, trustees or officers of any other corporation, which members, directors, trustees or officers shall be serving as such at the request of the corporation because of the corporation's interest in such variable contract account or other corporation, or the legal representative of any such member, director, trustee or officer, against such costs, expenses and counsel fees; provided that, subject to renewal by resolution of the Board of Directors of the corporation, any such indemnification of any such member, director, trustee or officer shall be in respect of action taken or omitted by him, as such, during a period of not more than one year, except that, if the period prior to the first annual meeting -14- C-74 of persons having voting rights in respect of such variable contract account or of stockholders of such corporation shall be longer than one year, such indemnification may be in respect of action taken or omitted by him during such period. Any right to indemnification provided by or pursuant to the foregoing provisions of this By-Law shall not be exclusive of any other rights to which any such member, director, trustee or officer or his estate or legal representative may be entitled as a matter of law and shall inure to the benefit of the estate or legal representative of a deceased member, director, trustee or officer. ARTICLE IX Amendment of By-Laws The By-Laws may be altered or repealed and new By-Laws may be made by vote of the stockholders at any meeting of the stockholders. The Board of Directors may also alter or repeal the By-Laws and make new By-Laws at any meeting of the Board of Directors; provided, however, that any By-Laws made by the Board of Directors may be altered or repealed, and new By-Laws made, by the stockholders. -15- C-75 EX-14 9 POWER OF ATTORNEY Exhibit (14) POWER OF ATTORNEY ----------------- Know all men by these presents: That I, E. MICHAEL CAULFIELD, of NEWARK, NEW JERSEY, a member of the Board of Directors of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-76 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of July, 1995. E. Michael Caulfield ---------------------------- Signature State of New Jersey ) ) SS County of Essex ) On this 17th day of July, 1995, before me personally appeared E. Michael Caulfield known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: Oct. 20, 1997 Helenanne McNulty ---------------------------- C-77 POWER OF ATTORNEY ----------------- Know all men by these presents: That I, ROBERT P. HILL, of NEWARK, NEW JERSEY, a member of the Board of Directors of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-78 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of July, 1995. Robert P. Hill ----------------------------- Signature State of New Jersey ) ) SS County of Essex ) On this 12th day of July, 1995, before me personally appeared Robert P. Hill known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: Oct. 30, 1995 Darla L. Purefoy ----------------------------- C-79 POWER OF ATTORNEY Know all men by these presents: That I, GARNETT LEE KEITH JR., of NEWARK, NEW JERSEY, a member of the Board of Directors of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-80 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of July, 1995. Garnett L. Keith Jr. ---------------------------------- Signature State of New Jersey ) ) SS County of Essex ) On this 12th day of July, 1995, before me personally appeared Garnett L. Keith, Jr. known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: Oct. 30, 1995 Darla L. Purefoy ---------------------------------- C-81 POWER OF ATTORNEY Know all men by these presents: That I, IRA J. KLEINMAN, of NEWARK, NEW JERSEY, a member of the Board of Directors of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-82 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of July, 1995. Ira Kleinman ------------------------------- Signature State of New Jersey ) ) SS County of Essex ) On this 12th day of July, 1995, before me personally appeared Ira Kleinman known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: 6/27/99 Tamara Freeman ------------------------------ C-83 POWER OF ATTORNEY ----------------- Know all men by these presents: That I, ESTHER H. MILNES, of SOUTH PLAINFIELD, NEW JERSEY, a member of the Board of Directors of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-84 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of July, 1995. Esther H. Milnes ---------------------------------- Signature State of New Jersey ) ) SS County of Middlesex ) On this 17th day of July, 1995, before me personally appeared Esther H. Milnes known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: May 5, 1998 Ingrid Young ---------------------------------- C-85 POWER OF ATTORNEY ----------------- Know all men by these presents: That I, I. EDWARD PRICE, of NEWARK, NEW JERSEY, a member of the Board of Directors of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-86 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of July, 1995. I. Edward Price -------------------------------------- Signature State of New Jersey ) ) SS County of Essex ) On this 13th day of July, 1995, before me personally appeared I. Edward Price known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: Aug. 31, 1999 David L. Butler ----------------------------------------- C-87 POWER OF ATTORNEY ----------------- Know all men by these presents: That I, STEPHEN P. TOOLEY, of SOUTH PLAINFIELD, NEW JERSEY, Comptroller of Pruco Life Insurance Company, do hereby make, constitute and appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E. MEADE, MARY JO REICH, and THOMAS J. LOFTUS, or any of them severally for me and in my name, place and stead to sign registration statements on the appropriate forms prescribed by the Securities and Exchange Commission for the registration under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, and any and all amendments thereto executed on behalf of Pruco Life Insurance Company and filed with the Securities and Exchange Commission for the following: The Pruco Life PRUvider Variable Appreciable Account and variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Appreciable Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Insurance Account and scheduled premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Life Account and flexible premium variable life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Variable Universal Account and flexible premium variable universal life insurance contracts, to the extent they represent participating interests in said Account; The Pruco Life Single Premium Variable Annuity Account and single payment variable annuity contracts, to the extent they represent participating interests in said Account; The Pruco Life Flexible Premium Variable Annuity Account and flexible premium variable annuity contracts, to the extent they represent participating interests in said Account; Market value adjustment annuity contracts; and C-88 The Pruco Life Variable Contract Real Property Account and individual variable life insurance contracts and variable annuity contracts, to the extent they represent participating interests in said Account. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of July, 1995. Stephen P. Tooley ----------------------------------- Signature State of New Jersey ) ) SS County of Middlesex ) On this 17th day of July, 1995, before me personally appeared Stephen P. Tooley known to me to be the person mentioned and described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. My commission expires: May 5, 1998 Ingrid Young ------------------------------------- C-89 -----END PRIVACY-ENHANCED MESSAGE-----