Filed with the Securities and Exchange Commission on April 18, 2008

                                                    Registration No. 333-136996
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   Form S-3

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

                        Post-Effective Amendment No. 6

           Registration Statement Under The Securities Act of 1933*

                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
            (Exact name of registrant as specified in its charter)

                                  CONNECTICUT
        (State or other jurisdiction of incorporation or organization)

                                      63
           (Primary Standard Industrial Classification Code Number)

                                  06-1241288
                     (I.R.S. Employer Identification No.)

        ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    JOSEPH D. EMANUEL, CHIEF LEGAL OFFICER
        ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 944-7504
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copy To:
                         C. CHRISTOPHER SPRAGUE, ESQ.
        One Corporate Drive, Shelton, Connecticut 06484 (203) 402-1233

       Approximate date of commencement of proposed sale to the public:
    May 1, 2008 or as soon as practicable after the effective date of this
                            Registration Statement

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

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

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

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

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

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

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

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

                        Calculation of Registration Fee
================================================================================
                                                 Proposed
Title of each                    Proposed         maximum
class of                         maximum         aggregate
securities to    Amount to be offering price     offering         Amount of
be registered     registered     per unit         price**      registration fee
- -------------------------------------------------------------------------------
Market Value
  Adjusted
  Annuity
  Contracts                                  $2,000,000,000.00     $214,000
================================================================================

*  Securities are not issued in predetermined units
** Registration fee for these securities, in the amount of $214,000, was paid
   at the time the securities were originally registered on Form S-3 as filed
   by Prudential Annuities Life Insurance Corporation on August 30, 2006.

Prudential Annuities Distributors, Inc., the principal underwriter of these
contracts under a "best efforts" arrangement, will be reimbursed by Prudential
Annuities Life Assurance Corporation for its costs and expenses incurred in
connection with the sale of these contracts.

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




                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

                                                 A Prudential Financial Company
                                One Corporate Drive, Shelton, Connecticut 06484


 ADVANCED SERIES ADVISOR PLAN/SM/ III ("ASAP III")/SM/
 ADVANCED SERIES APEX II/SM/ ("APEX II")/SM/
 ADVANCED SERIES XTRA CREDIT/SM/ SIX ("XT6")/SM/
 ADVANCED SERIES LIFEVEST II/SM/ ("ASL II")/SM/


 Flexible Premium Deferred Annuities

 PROSPECTUS: MAY 1, 2008

 This prospectus describes four different flexible premium deferred annuities
 (the "Annuities" or the "Annuity") offered by Prudential Annuities Life
 Assurance Corporation ("Prudential Annuities"/SM/, "we", "our", or "us"). Each
 Annuity may be offered as an individual annuity contract or as an interest in
 a group annuity. Each Annuity has different features and benefits that may be
 appropriate for you based on your financial situation, your age and how you
 intend to use the Annuity. This Prospectus describes the important features of
 the Annuities and what you should consider before purchasing one of the
 Annuities. The Prospectus also describes differences among the Annuities which
 include differences in the fees and charges you pay and variations in some
 product features such as the availability of certain bonus amounts and basic
 death benefit protection. These differences among the products are discussed
 more fully in the Prospectus and summarized in Appendix F entitled "Selecting
 the Variable Annuity That's Right for You". There may also be differences in
 the compensation paid to your Financial Professional for each Annuity.
 Differences in compensation among different annuity products could influence a
 Financial Professional's decision as to which annuity to recommend to you. In
 addition, selling broker-dealer firms through which each Annuity is sold may
 decline to make available to their customers certain of the optional features
 and investment options offered generally under the Annuity. Alternatively,
 such firms may restrict the optional benefits that they do make available to
 their customers (e.g., by imposing a lower maximum issue age for certain
 optional benefits than what is prescribed generally under the Annuity). Please
 speak to your Financial Professional for further details. Each Annuity or
 certain of its investment options and/or features may not be available in all
 states. Various rights, benefits and certain fees may differ among states to
 meet applicable laws and/or regulations. For more information about variations
 applicable to your state, please refer to your Annuity contract or consult
 your Financial Professional. For some of the variations specific to Annuities
 approved for sale by the New York State Insurance Department, see Appendix H.
 Certain terms are capitalized in this Prospectus. Those terms are either
 defined in the Glossary of Terms or in the context of the particular section.


 THE SUB-ACCOUNTS

 Each Sub-account of Prudential Annuities Life Assurance Corporation Variable
 Account B invests in an underlying mutual fund portfolio. Currently,
 portfolios of the following underlying mutual funds are being offered: INVESCO
 AIM Advisors, Inc., Advanced Series Trust, Evergreen Variable Annuity Trust,
 First Defined Portfolio Fund LLC, Nationwide Variable Insurance Trust,
 ProFunds VP, The Prudential Series Fund, Franklin Templeton Variable Insurance
 Products Trust and Wells Fargo Variable Trust. See the following page for the
 complete list of Sub-accounts.


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

 AVAILABLE INFORMATION

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


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

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


 ADVANCED SERIES ADVISOR PLAN III/SM/, APEX(R), XTRA CREDIT(R) AND LIFEVEST(R)
 ARE SERVICE MARKS OR REGISTERED TRADEMARKS OF THE PRUDENTIAL INSURANCE COMPANY
 OF AMERICA AND ARE USED UNDER LICENSE BY ITS AFFILIATES.

- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL: 1-800-752-6342


               Prospectus Dated:         Statement of Additional
               May 1, 2008                    Information Dated:
                                                     May 1, 2008
               COREPROS                      ASAP3SAI, APEX2SAI,
                                                 XT6SAI, ASL2SAI


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



                              INVESTMENT OPTIONS
 Advanced Series Trust
   AST Advanced Strategies
   AST Aggressive Asset Allocation
   AST AllianceBernstein Core Value
   AST AllianceBernstein Growth & Income


   AST American Century Income & Growth
   AST American Century Strategic Allocation
   AST Balanced Asset Allocation

   AST Bond Portfolio 2015
   AST Bond Portfolio 2018
   AST Bond Portfolio 2019

   AST Capital Growth Asset Allocation
   AST Cohen & Steers Realty
   AST Conservative Asset Allocation

   AST CLS Growth Asset Allocation
   AST CLS Moderate Asset Allocation

   AST DeAM Large-Cap Value
   AST DeAM Small-Cap Value
   AST Federated Aggressive Growth
   AST First Trust Balanced Target
   AST First Trust Capital Appreciation Target
   AST Goldman Sachs Concentrated Growth
   AST Goldman Sachs Mid-Cap Growth

  *AST Goldman Sachs Small-Cap Value

   AST High Yield

   AST Horizon Growth Asset Allocation
   AST Horizon Moderate Asset Allocation

   AST International Growth
   AST International Value

   AST Investment Grade Bond

   AST JPMorgan International Equity
   AST Large-Cap Value
   AST Lord Abbett Bond Debenture
   AST Marsico Capital Growth
   AST MFS Global Equity
   AST MFS Growth
   AST Mid-Cap Value
   AST Money Market


   AST Neuberger Berman Mid-Cap Growth
   AST Neuberger Berman Mid-Cap Value
   AST Neuberger Berman Small-Cap Growth

   AST Niemann Capital Growth Asset Allocation

   AST PIMCO Limited Maturity Bond
   AST PIMCO Total Return Bond
   AST Preservation Asset Allocation

   AST QMA US Equity Alpha

   AST Small-Cap Growth
   AST Small-Cap Value
   AST T. Rowe Price Asset Allocation
   AST T. Rowe Price Global Bond
   AST T. Rowe Price Large-Cap Growth
   AST T. Rowe Price Natural Resources

   AST UBS Dynamic Alpha Strategy
   AST Western Asset Core Plus Bond

 INVESCO AIM Advisors, Inc

   AIM V.I. Dynamics Fund -- Series I shares
   AIM V.I. Financial Services Fund -- Series I shares
   AIM V.I. Global Health Care Fund -- Series I shares
   AIM V.I. Technology Fund -- Series I shares

 Evergreen Variable Annuity Trust
   Growth
   International Equity
   Omega

 First Defined Portfolio Fund, LLC

   First Trust(R) Target Focus Four

   Global Dividend Target 15
   NASDAQ(R) Target 15
   S&P(R) Target 24
   Target Managed VIP

   The Dow(R) Target Dividend
   The Dow(R) DART 10

   Value Line(R) Target 25


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

 Nationwide Variable Insurance Trust
   Gartmore NVIT Developing Markets Fund


 ProFund VP
   Access VP High Yield
   Asia 30
   Banks
   Basic Materials
   Bear
   Biotechnology
   Bull
   Consumer Goods
   Consumer Services
   Europe 30
   Financials
   Health Care
   Industrials
   Internet
   Japan
   Large-Cap Growth
   Large-Cap Value
   Mid-Cap Growth
   Mid-Cap Value
   Oil & Gas

   NASDAQ-100

   Pharmaceuticals
   Precious Metals
   Real Estate
   Rising Rates Opportunity
   Semiconductor
   Short Mid-Cap

   Short NASDAQ-100

   Short Small-Cap
   Small-Cap Growth
   Small-Cap Value
   Technology
   Telecommunications
   U.S. Government Plus
   UltraBull
   UltraMid-Cap

   UltraNASDAQ-100

   UltraSmall-Cap
   Utilities

 The Prudential Series Fund

  *SP International Growth


 Wells Fargo Variable Trust
   Wells Fargo Advantage VT Equity Income





 *  no longer offered.




                                   CONTENTS



                                                                                   

INTRODUCTION.........................................................................  1

 WHY WOULD I CHOOSE TO PURCHASE ONE OF THE ANNUITIES?................................  1
 WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITIES?.................................  1
 HOW DO I PURCHASE ONE OF THE ANNUITIES?.............................................  2

GLOSSARY OF TERMS....................................................................  3

SUMMARY OF CONTRACT FEES AND CHARGES.................................................  6

EXPENSE EXAMPLES..................................................................... 14

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

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.................. 16
 WHAT ARE THE FIXED ALLOCATIONS?..................................................... 35

FEES AND CHARGES..................................................................... 36

 WHAT ARE THE CONTRACT FEES AND CHARGES?............................................. 36
 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?........................................ 38
 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?........................... 38
 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES........................................... 38

PURCHASING YOUR ANNUITY.............................................................. 39

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?...................... 39

MANAGING YOUR ANNUITY................................................................ 40

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?..................... 40
 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?........................................ 40
 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?............................................ 41
 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?........................ 41
 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?.................... 41

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

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?........................................ 42
 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE ASAP III AND APEX II ANNUITIES?......... 42
 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE ASAP III AND APEX II
   ANNUITIES?........................................................................ 42
 HOW DO I RECEIVE CREDITS UNDER THE XT6 ANNUITY?..................................... 43
 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE XT6 ANNUITY?..................... 43
 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.......... 44
 DO YOU OFFER DOLLAR COST AVERAGING?................................................. 46
 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?.................................... 46
 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?........................................ 47
 WHAT IS THE BALANCED INVESTMENT PROGRAM?............................................ 47
 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS? 47
 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?............. 47
 HOW DO THE FIXED ALLOCATIONS WORK?.................................................. 48
 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?................................... 49
 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.......................................... 49
 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?...................................... 50

ACCESS TO ACCOUNT VALUE.............................................................. 51

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?.................................... 51
 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?....................................... 51
 CAN I WITHDRAW A PORTION OF MY ANNUITY?............................................. 51
 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?....................................... 51
 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?..... 52
 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL
   REVENUE CODE?..................................................................... 52
 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?......... 52



                                      (i)





                                                                                      
 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?..............................................  52
 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?............................  53
 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?...........................................  53
 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...................................  54
 HOW ARE ANNUITY PAYMENTS CALCULATED?...................................................  55

LIVING BENEFIT PROGRAMS.................................................................  56

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY
   ARE ALIVE?...........................................................................  56
 GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS/SM/).......................................  57
 GUARANTEED RETURN OPTION (GRO).........................................................  60
 GUARANTEED RETURN OPTION PLUS 2008 (GRO PLUS 2008).....................................  63
 HIGHEST DAILY GUARANTEED RETURN OPTION (HD GRO)........................................  66
 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)...........................................  69
 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)...............................................  73
 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE).......................................  76
 SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE).......................  82
 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE)...........  86
 HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME SEVEN).........  92
 SPOUSAL HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (SPOUSAL HIGHEST DAILY LIFETIME
   SEVEN)...............................................................................  98

DEATH BENEFIT........................................................................... 106

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?.......................................... 106
 BASIC DEATH BENEFIT.................................................................... 106
 OPTIONAL DEATH BENEFITS................................................................ 106
 PRUDENTIAL ANNUITIES' ANNUITY REWARDS.................................................. 110
 PAYMENT OF DEATH BENEFITS.............................................................. 111

VALUING YOUR INVESTMENT................................................................. 114

 HOW IS MY ACCOUNT VALUE DETERMINED?.................................................... 114
 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?............................................. 114
 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?............................................ 114
 HOW DO YOU VALUE FIXED ALLOCATIONS?.................................................... 114
 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?............................................ 114
 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?.......... 115

TAX CONSIDERATIONS...................................................................... 117

GENERAL INFORMATION..................................................................... 125

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?............................................. 125
 WHO IS PRUDENTIAL ANNUITIES?........................................................... 125
 WHAT ARE SEPARATE ACCOUNTS?............................................................ 126
 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?................................... 127
 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?............................. 128
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................ 130
 FINANCIAL STATEMENTS................................................................... 130
 HOW TO CONTACT US...................................................................... 131
 INDEMNIFICATION........................................................................ 131
 LEGAL PROCEEDINGS...................................................................... 131
 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.................................... 133

APPENDIX A - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B................... A-1

APPENDIX B - CALCULATION OF OPTIONAL DEATH BENEFITS..................................... B-1

APPENDIX C - PLUS40/TM/ OPTIONAL LIFE INSURANCE RIDER................................... C-1

APPENDIX D - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS........................ D-1

APPENDIX E - DESCRIPTION AND CALCULATION OF PREVIOUSLY OFFERED OPTIONAL
  DEATH BENEFITS........................................................................ E-1



                                     (ii)





                                                                                  

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

APPENDIX G - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT G-1

APPENDIX H - ANNUITIES APPROVED FOR SALE BY THE NEW YORK STATE INSURANCE DEPARTMENT. H-1

APPENDIX I - ASSET TRANSFER FORMULA UNDER GRO PLUS 2008 AND HIGHEST DAILY GRO....... I-1

APPENDIX J - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN AND
  SPOUSAL HIGHEST DAILY LIFETIME SEVEN.............................................. J-1



                                     (iii)



                                 INTRODUCTION

 WHY WOULD I CHOOSE TO PURCHASE ONE OF THE ANNUITIES?
 The Annuities are frequently used for retirement planning because they allow
 you to accumulate retirement savings and also offer annuity payment options
 when you are ready to begin receiving income. Each Annuity also offers a
 choice of different optional benefits, for an additional charge, that can
 provide principal protection or guaranteed minimum income protection for
 Owners while they are alive and one or more Death Benefits that can protect
 your retirement savings if you die during a period of declining markets. Each
 Annuity may be used as an investment vehicle for "qualified" investments,
 including an IRA, SEP-IRA, Roth IRA, Section 401(a) plans (defined benefit
 plans and defined contribution plans such as 401(k), profit sharing and money
 purchase plans) or Tax Sheltered annuities (or 403(b)). Each Annuity may also
 be used as an investment vehicle for "non-qualified" investments. Each Annuity
 allows you to invest your money in a number of Sub-accounts as well as in one
 or more Fixed Allocations. This Prospectus describes four different Annuities
 including features that these Annuities have in common as well as differences.
 For a summary of each Annuity's features, please refer to Appendix F entitled,
 "Selecting the Variable Annuity That's Right for You."

 When an Annuity is purchased as a "non-qualified" investment, you generally
 are not taxed on any investment gains the Annuity earns until you make a
 withdrawal or begin to receive annuity payments. This feature, referred to as
 "tax-deferral", can be beneficial to the growth of your Account Value because
 money that would otherwise be needed to pay taxes on investment gains each
 year remains invested and can earn additional money. However, because the
 Annuity is designed for long-term retirement savings, a 10% penalty tax may be
 applied on withdrawals you make before you reach age 59 1/2. Annuities
 purchased as a non-qualified investment are not subject to the maximum
 contribution limits that may apply to a qualified investment, and are not
 subject to required minimum distributions after age 70 1/2.

 When an Annuity is purchased as a "qualified" investment, you should consider
 that the Annuity does not provide any tax advantages in addition to the
 preferential treatment already available through your retirement plan under
 the Internal Revenue Code. In other words, you need not invest in an Annuity
 to gain the preferential tax treatment provided by your retirement plan. An
 Annuity, however, may offer features and benefits in addition to providing tax
 deferral that other investment vehicles may not offer, including Death Benefit
 protection for your beneficiaries, lifetime income options and the ability to
 make transfers between numerous variable investment options offered under the
 Annuity. You should consult with your Financial Professional as to whether the
 overall benefits and costs of the Annuity are appropriate considering your
 overall financial plan.

 WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITIES?

..   Each Annuity is a "flexible premium deferred annuity." It is called
    "flexible premium" because you have considerable flexibility in the timing
    and amount of Purchase Payments. Generally, investors "defer" receiving
    annuity payments until after an accumulation period.

..   Each Annuity offers both Sub-accounts and Fixed Allocations. If you
    allocate your Account Value to Sub-accounts, the value of your Annuity will
    vary daily to reflect the investment performance of the underlying
    investment options. Fixed Allocations of different durations are offered
    that are guaranteed by us, but may have a Market Value Adjustment if you
    withdraw or transfer your Account Value before the Maturity Date.

..   Each Annuity features two distinct periods - the accumulation period and
    the payout period. During the accumulation period your Account Value is
    allocated to one or more investment options.

..   During the payout period, commonly called "annuitization," you can elect to
    receive annuity payments (1) for life; (2) for life with a guaranteed
    minimum number of payments; (3) based on joint lives; or (4) for a
    guaranteed number of payments. We currently make annuity payments available
    on a fixed basis only.


..   Each Annuity offers optional income benefits, for an additional charge,
    that can provide principal protection or guaranteed minimum income or
    withdrawal protection for Owners while they are alive.


..   Each Annuity offers a basic Death Benefit. It also offers optional Death
    Benefits that provide an enhanced level of protection for your
    beneficiary(ies) for an additional charge.


..   You are allowed to withdraw a limited amount of money from each Annuity on
    an annual basis without any charges, although any optional guaranteed
    benefit you elect may be reduced. Other product features allow you to
    access your Account Value as necessary, although a charge may apply. You
    will be subject to taxes on most withdrawals.


..   Transfers between investment options are tax-free. Currently, you may make
    twenty transfers each year free of charge. We also offer several programs
    that enable you to manage your Account Value as your financial needs and
    investment performance change.

                                      1



 With respect to XT6 only:
   .   If you purchase this Annuity, we apply an additional amount (referred to
       as an XTra Credit/SM/, Purchase Credit or Credit) to your Account Value
       with each Purchase Payment you make, including your initial Purchase
       Payment and any additional Purchase Payments during the first six
       Annuity Years.

   .   Please note that during the first 10 years, the total asset-based
       charges on the XT6 Annuity are higher than many of our other annuities.
       In addition, the Contingent Deferred Sales Charge (CDSC) on the XT6
       Annuity is higher and is deducted for a longer period of time as
       compared to our other annuities. The XTra Credit/SM/ amount is included
       in your Account Value. However, Prudential Annuities may take back all
       XTra Credit amounts if you return your Annuity under the "free-look"
       provision. In addition, Prudential Annuities may take back XTra Credits
       associated with any Purchase Payment if (a) the XTra Credit was applied
       within twelve (12) months prior to the death of the Owner (or Annuitant
       if entity-owned) or (b) the XTra Credit was applied within 12 months
       prior to a request to surrender the Annuity under the medically-related
       surrender provision.

   .   In these situations, your Account Value could be substantially reduced.
       The amount we take back will equal the XTra Credit, without adjustment
       up or down for investment performance. Therefore, any gain on the XTra
       Credit amount will not be taken back. But if there was a loss on the
       XTra Credit, the amount we take back will still equal the amount of the
       XTra Credit. Additional conditions and restrictions apply. We do not
       deduct a CDSC in any situation where we take back the XTra Credit amount.
   .   If replacing an annuity, please consider all charges associated with
       that annuity. Credits applicable to bonus products should not be viewed
       as an offset of any surrender charge that applies to any annuity
       contract you currently own. For more information on all available
       annuities, please see Appendix F of this prospectus.

 With respect to APEX II only:
   .   For annuities issued on or after June 20, 2005, this Annuity offers a
       Loyalty Credit which we add to your Account Value with respect to
       Purchase Payments that have been made during the first four Annuity
       Years less withdrawals through the fifth Annuity Anniversary, subject to
       our rules and state availability.

 With respect to ASAP III only:
   .   For annuities issued on or after February 13, 2006, this Annuity offers
       a Loyalty Credit which we add to your Account Value with respect to
       Purchase Payments that have been made during the first four Annuity
       Years less withdrawals through the fifth Annuity Anniversary, subject to
       our rules and state availability.

 HOW DO I PURCHASE ONE OF THE ANNUITIES?
 We sell each Annuity through licensed, registered Financial Professionals.
 Unless we agree otherwise and subject to our rules, each Annuity has minimum
 initial Purchase Payments as follows: $1,000 for ASAP III, $10,000 for XT6 and
 APEX II, and $15,000 for ASL II. We may allow you to make a lower initial
 Purchase Payment provided you establish an electronic funds transfer under
 which Purchase Payments received in the first Annuity Year total at least the
 minimum initial Purchase Payment for the Annuity purchased. Unless we agree
 otherwise and subject to our rules, if the Annuity is owned by an individual
 or individuals, the oldest of those Owners must not be older than a maximum
 issue age as of the Issue Date of the Annuity as follows: age 80 for ASAP III,
 age 75 for XT6 and age 85 for APEX II. For ASL II, there is no maximum issue
 age, however the basic death benefit provides greater protection for Owners
 under age 85. If the Annuity is owned by an entity, the annuitant must not be
 older than the maximum issue age, as of the Issue Date of the Annuity unless
 we agree otherwise. The availability and level of protection of certain
 optional benefits may vary based on the age of the Owner or Annuitant on the
 Issue Date of the Annuity, the date the benefit is elected, or the date of the
 Owner's death.

                                      2



                               GLOSSARY OF TERMS

 Many terms used within this Prospectus are described within the text where
 they appear. The description of those terms are not repeated in this Glossary
 of Terms.

 Account Value: The value of each allocation to a Sub-account (also referred to
 as a "variable investment option") or a Fixed Allocation prior to the Annuity
 Date, plus any earnings, and/or less any losses, distributions and charges.
 The Account Value is calculated before we assess any applicable Contingent
 Deferred Sales Charge ("CDSC" or "surrender charge") and/or, other than on an
 annuity anniversary, any fee that is deducted from the Annuity annually in
 arrears. The Account Value is determined separately for each Sub-account and
 for each Fixed Allocation, and then totaled to determine the Account Value for
 your entire Annuity. The Account Value of each Fixed Allocation on other than
 its Maturity Date may be calculated using a market value adjustment. With
 respect to XT6, the Account Value includes any Credits we applied to your
 Purchase Payments that we are entitled to take back under certain
 circumstances. With respect to ASAP III and APEX II, the Account Value
 includes any Loyalty Credit we apply. With respect to Annuities with a Highest
 Daily Lifetime Five Income Benefit election, Account Value includes the value
 of any allocation to the Benefit Fixed Rate Account.


 Adjusted Purchase Payments
 As used in the discussion of certain optional benefits in this prospectus and
 elsewhere, Adjusted Purchase Payments are Purchase Payments, increased by any
 Credits applied to your Account Value in relation to such Purchase Payments,
 and decreased by any charges deducted from such Purchase Payments.

 Annuitization: The application of Account Value to one of the available
 annuity options for the Owner to begin receiving periodic payments for life
 (or joint lives), for a guaranteed minimum number of payments or for life with
 a guaranteed minimum number of payments.


 Annuity Date: The date you choose for annuity payments to commence. Unless we
 agree otherwise, for Annuities issued on or after November 20, 2006, the
 Annuity Date must be no later than the first day of the calendar month
 coinciding with or next following the later of: (a) the oldest Owner's or
 Annuitant's 95th birthday, whichever occurs first, and (b) the fifth
 anniversary of the Issue Date.

 Annuity Year: A 12-month period commencing on the Issue Date of the Annuity
 and each successive 12-month period thereafter.

 Benefit Fixed Rate Account: An investment option offered as part of this
 Annuity that is used only if you have elected the optional Highest Daily
 Lifetime Five Income Benefit. Amounts allocated to the Benefit Fixed Rate
 Account earn a fixed rate of interest, and are held within our general
 account. You may not allocate Purchase Payments to the Benefit Fixed Rate
 Account. Rather, Account Value is transferred to the Benefit Fixed Rate
 Account only under the asset transfer feature of the Highest Daily Lifetime
 Five Income Benefit.

 Code: The Internal Revenue Code of 1986, as amended from time to time.

 Combination 5% Roll-Up and HAV Death Benefit: We offer an optional Death
 Benefit that, for an additional cost, provides an enhanced level of protection
 for your beneficiary(ies) by providing the greater of the Highest Anniversary
 Value Death Benefit and a 5% annual increase on Purchase Payments adjusted for
 withdrawals.

 Contingent Deferred Sales Charge (CDSC): This is a sales charge that may be
 deducted when you make a full or partial withdrawal under your Annuity. We
 refer to this as a "contingent" charge because it is imposed only if you make
 a withdrawal. The charge is a percentage of each applicable Purchase Payment
 that is being withdrawn. The period during which a particular percentage
 applies is measured from the Issue Date of the Annuity. The amount and
 duration of the CDSC varies among ASAP III, APEX II and XT6. There is no CDSC
 for ASL II. See "Summary of Contract Fees and Charges" for details on the CDSC
 for each Annuity.

 Enhanced Beneficiary Protection Death Benefit: We offer an Optional Death
 Benefit that, for an additional cost, provides an enhanced level of protection
 for your beneficiary(ies) by providing amounts in addition to the basic Death
 Benefit that can be used to offset federal and state taxes payable on any
 taxable gains in your Annuity at the time of your death.

 Fixed Allocation: An investment option that offers a fixed rate of interest
 for a specified Guarantee Period during the accumulation period.

 Free Look: Under state insurance laws, you have the right, during a limited
 period of time, to examine your Annuity and decide if you want to keep it or
 cancel it. This right is referred to as your "free look" right. The length of
 this time period depends on the law of your state, and may vary depending on
 whether your purchase is a replacement or not. Check your Annuity contract for
 more details about your free look right.

                                      3



 Guaranteed Minimum Income Benefit (GMIB): We offer an optional benefit that,
 for an additional cost, after a seven-year waiting period, guarantees your
 ability to begin receiving income from your Annuity in the form of annuity
 payments based on your total Purchase Payments and an annual increase of 5% on
 such Purchase Payments adjusted for withdrawals (called the "Protected Income
 Value"), regardless of the impact of market performance on your Account Value.

 Guaranteed Minimum Withdrawal Benefit (GMWB): We offer an optional benefit
 that, for an additional cost, guarantees your ability to withdraw amounts over
 time equal to an initial principal value, regardless of the impact of market
 performance on your Account Value.

 Guarantee Period: A period of time during the accumulation period where we
 credit a fixed rate of interest on a Fixed Allocation.


 Guaranteed Return Option Plus/SM/ (GRO Plus)/SM//Guaranteed Return Option
 (GRO)(R)/Highest Daily Guaranteed Return Option/SM/ (Highest Daily GRO)/SM/:
 Each of GRO Plus, GRO, and Highest Daily GRO is a separate optional benefit
 that, for an additional cost, guarantees a minimum Account Value at one or
 more future dates and that requires your participation in an asset transfer
 program. Beginning in 2008, we introduced a new version of GRO Plus, called
 GRO Plus 2008 that we offer for new elections.


 Highest Anniversary Value Death Benefit ("HAV"): We offer an optional Death
 Benefit that, for an additional cost, provides an enhanced level of protection
 for your beneficiary(ies) by providing a death benefit equal to the greater of
 the basic Death Benefit and the Highest Anniversary Value, less proportional
 withdrawals.


 Highest Daily Lifetime Five/SM/ Income Benefit: We offer an optional benefit
 that, for an additional cost, guarantees your ability to withdraw an annual
 amount equal to a percentage of a principal value called the Total Protected
 Withdrawal Value. Subject to our rules regarding the timing and amount of
 withdrawals, we guarantee these withdrawal amounts, regardless of the impact
 of market performance on your Account Value.

 Highest Daily Lifetime Seven/SM/ Income Benefit: An optional feature available
 for an additional charge that guarantees your ability to withdraw amounts
 equal to a percentage of a principal value called the Protected Withdrawal
 Value. Subject to our rules regarding the timing and amount of withdrawals, we
 guarantee these withdrawal amounts, regardless of the impact of market
 performance on your Account Value. Highest Daily Lifetime Seven is the same
 class of optional benefit as our Highest Daily Lifetime Five Income Benefit,
 but differs (among other things) with respect to how the Protected Withdrawal
 Value is calculated and to how the lifetime withdrawals are calculated.


 Highest Daily Value Death Benefit ("HDV"): We offer an optional Death Benefit
 that, for an additional cost, provides an enhanced level of protection for
 your beneficiary(ies) by providing a death benefit equal to the greater of the
 basic Death Benefit and the Highest Daily Value, less proportional withdrawals.

 Interim Value: The value of a Fixed Allocation on any date other than the
 Maturity Date. The Interim Value is equal to the initial value allocated to
 the Fixed Allocation plus all interest credited to the Fixed Allocation as of
 the date calculated, less any transfers or withdrawals from the Fixed
 Allocation.

 Issue Date: The effective date of your Annuity.


 Lifetime Five/SM/ Income Benefit: We offer an optional benefit that, for an
 additional cost, guarantees your ability to withdraw an annual amount equal to
 a percentage of an initial principal value called the Protected Withdrawal
 Value. Subject to our rules regarding the timing and amount of withdrawals, we
 guarantee these withdrawal amounts, regardless of the impact of market
 performance on your Account Value.


 MVA: A market value adjustment used in the determination of Account Value of
 each Fixed Allocation on any day more than 30 days prior to the Maturity Date
 of such Fixed Allocation.

 Owner: With an Annuity issued as an individual annuity contract, the Owner is
 either an eligible entity or person named as having ownership rights in
 relation to the Annuity. With an Annuity issued as a certificate under a group
 annuity contract, the "Owner" refers to the person or entity who has the
 rights and benefits designated as to the "Participant" in the certificate.


 Spousal Highest Daily Lifetime Seven/SM/ Income Benefit: The spousal version
 of the Highest Daily Lifetime Seven Income Benefit. Spousal Highest Daily
 Lifetime Seven is the same class of optional benefit as our Spousal Lifetime
 Five Income Benefit, but differs (among other things) with respect to how the
 Protected Withdrawal Value is calculated and to how the lifetime withdrawals
 are calculated.

 Spousal Lifetime Five/SM/ Income Benefit: We offer an optional benefit that,
 for an additional cost, guarantees until the later death of two Designated
 Lives (as defined in this Prospectus) the ability to withdraw an annual amount
 equal to a percentage of an initial principal value called the Protected
 Withdrawal Value. Subject to our rules regarding the timing and amount of
 withdrawals, we guarantee these withdrawal amounts, regardless of the impact
 of market performance on your Account Value.



                                      4



 Sub-Account: We issue your Annuity through our separate account. See "What is
 the Separate Account?" under the General Information section. The separate
 account invests in underlying mutual fund portfolios. From an accounting
 perspective, we divide the separate account into a number of sections, each of
 which corresponds to a particular underlying mutual fund portfolio. We refer
 to each such section of our separate account as a "Sub-account".

 Surrender Value: The value of your Annuity available upon surrender prior to
 the Annuity Date. It equals the Account Value as of the date we price the
 surrender minus any applicable CDSC, Annual Maintenance Fee, Tax Charge and
 the charge for any optional benefits and any additional amounts we applied to
 your Purchase Payments that we may be entitled to recover under certain
 circumstances. The surrender value may be calculated using a MVA with respect
 to amounts in any Fixed Allocation. No CDSC applies to the ASL II Annuity.

 Unit: A measure used to calculate your Account Value in a Sub-account during
 the accumulation period.

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

                                      5



                     SUMMARY OF CONTRACT FEES AND CHARGES


 Below is a summary of the fees and charges for the Annuities. Some fees and
 charges are assessed against each Annuity while others are assessed against
 assets allocated to the Sub-accounts. The fees and charges that are assessed
 against an Annuity include any applicable Contingent Deferred Sales Charge,
 Transfer Fee, Tax Charge and Annual Maintenance Fee. The charges that are
 assessed against the Sub-accounts are the Mortality and Expense Risk charge,
 the charge for Administration of the Annuity, any applicable Distribution
 Charge and the charge for certain optional benefits you elect. Certain
 optional benefits deduct a charge from each Annuity based on a percentage of a
 "protected value." Each underlying mutual fund portfolio assesses a fee for
 investment management, other expenses and, with some mutual funds, a 12b-1
 fee. The prospectus for each underlying mutual fund provides more detailed
 information about the expenses for the underlying mutual funds.


 The following tables provide a summary of the fees and charges you will pay if
 you surrender your Annuity or transfer Account Value among investment options.
 These fees and charges are described in more detail within this Prospectus.

 CONTINGENT DEFERRED SALES CHARGES FOR EACH ANNUITY /1/
                                    ASAP III

             Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9+
             ------------------------------------------------------
             7.5%  7.0%  6.5%  6.0%  5.0%  4.0%  3.0%  2.0%   0.0%
             ------------------------------------------------------

                                    APEX II

                         Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5+
                         ------------------------------
                         8.5%  8.0%  7.0%  6.0%   0.0%
                         ------------------------------

                                      XT6
 For Annuities issued prior to November 20, 2006, the following schedule
 applies:

      Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9 Yr. 10 Yr. 11+
      --------------------------------------------------------------------
      9.0%  9.0%  8.5%  8.0%  7.0%  6.0%  5.0%  4.0%  3.0%   2.0%   0.0%
      --------------------------------------------------------------------

 For Annuities issued on or after November 20, 2006 (subject to state
 availability), the following schedule applies /2/:

      Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9 Yr. 10 Yr. 11+
      --------------------------------------------------------------------
      9.0%  9.0%  8.0%  7.0%  6.0%  5.0%  4.0%  3.0%  2.0%   1.0%   0.0%
      --------------------------------------------------------------------

                                     ASL II
                       There is no CDSC for this Annuity

 1  The Contingent Deferred Sales Charges are assessed upon surrender or
    withdrawal. The charge is a percentage of each applicable Purchase Payment
    deducted upon surrender or withdrawal. The period during which a particular
    percentage applies is measured from the Issue Date of the Annuity.
 2  In jurisdictions that have not yet approved this schedule, the schedule for
    Annuities issued prior to November 20, 2006 will apply.



- ----------------------------------------------------------------------------------------
                           OTHER TRANSACTION FEES AND CHARGES

                            (assessed against each Annuity)
- ----------------------------------------------------------------------------------------
   FEE/CHARGE        ASAP III           APEX II           ASL II              XT6
- ----------------------------------------------------------------------------------------
                                                           
Transfer Fee /1/  $15.00 maximum    $15.00 maximum    $15.00 maximum    $15.00 maximum
                 currently, $10.00 currently, $10.00 currently, $10.00 currently, $10.00
- ----------------------------------------------------------------------------------------
Tax Charge /2/      0% to 3.5%        0% to 3.5%        0% to 3.5%        0% to 3.5%
- ----------------------------------------------------------------------------------------


 1  Currently, we deduct the fee after the 20/th/ transfer each Annuity Year.
    We guarantee that the number of charge free transfers per Annuity Year will
    never be less than 8.

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


                                      6



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




- -------------------------------------------------------------------------------------------------------------------
                                             PERIODIC FEES AND CHARGES

                                          (assessed against each Annuity)
- -------------------------------------------------------------------------------------------------------------------
      FEE/CHARGE               ASAP III               APEX II                 ASL II                  XT6
                                                                                 
Annual Maintenance      Lesser of $35 or 2% of Lesser of $35 or 2% of Lesser of $35 or 2% of Lesser of $35 or 2% of
Fee /1/                   Account Value /2/      Account Value /2/      Account Value /2/        Account Value
                        -------------------------------------------------------------------------------------------
  Beneficiary
  Continuation
  Option Only            Lesser of $30 or 2%    Lesser of $30 or 2%    Lesser of $30 or 2%    Lesser of $30 or 2%
- -------------------------------------------------------------------------------------------------------------------
ANNUAL FEES/CHARGES OF THE SUB-ACCOUNTS /3/
(assessed as a percentage of the daily net assets of the Sub-accounts)
- -------------------------------------------------------------------------------------------------------------------
      FEE/CHARGE
Mortality & Expense             0.50%                  1.50%                  1.50%                  0.50%
Risk Charge /4/
- -------------------------------------------------------------------------------------------------------------------
Administration                  0.15%                  0.15%                  0.15%                  0.15%
Charge /4/
- -------------------------------------------------------------------------------------------------------------------
Distribution Charge /5/    0.60% in Annuity             N/A                    N/A              1.00% in Annuity
                              Years 1-8                                                            Years 1-10
- -------------------------------------------------------------------------------------------------------------------
Settlement Service        1.40% (qualified);     1.40% (qualified);     1.40% (qualified);    1. 40% (qualified);
Charge /6/              1.00% (non-qualified)  1.00% (non-qualified)  1.00% (non-qualified)  1.00% (non-qualified)
- -------------------------------------------------------------------------------------------------------------------
Total Annual Charges       1.25% in Annuity            1.65%                  1.65%             1.65% in Annuity
of the Sub-accounts           Years 1-8;                                                          Years 1-10;
(excluding settlement      0.65% in Annuity                                                     0.65% in Annuity
service charge)           Years 9 and later                                                    Years 11 and later
- -------------------------------------------------------------------------------------------------------------------



 1  Assessed annually on the Annuity's anniversary date or upon surrender. For
    beneficiaries who elect the non-qualified Beneficiary Continuation Option,
    the fee is only applicable if Account Value is less than $25,000.

 2  Only applicable if Account Value is less than $100,000. Fee may differ in
    certain States.

 3  These charges are deducted daily and apply to the Sub-accounts only.
 4  The combination of the Mortality and Expense Risk Charge and Administration
    Charge is referred to as the "Insurance Charge" elsewhere in this
    Prospectus.
 5  The Distribution Charge is 0.00% in Annuity Years 9+ for ASAP III and in
    Annuity Years 11+ for XT6.
 6  The Mortality & Expense Risk Charge, the Administration Charge and the
    Distribution Charge (if applicable) do not apply if you are a beneficiary
    under the Beneficiary Continuation Option. The Settlement Service Charge
    applies only if your beneficiary elects the Beneficiary Continuation
    Option. The 1.00% and 1.40% charges set forth above are annual charges that
    are assessed against the Account Value in the Sub-accounts.

                                      7



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




- -------------------------------------------------------------------------------------------------------
                              YOUR OPTIONAL BENEFIT FEES AND CHARGES /1/
- -------------------------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                 OPTIONAL         TOTAL        TOTAL      TOTAL      TOTAL
                                         BENEFIT FEE/       ANNUAL      ANNUAL      ANNUAL    ANNUAL
                                            CHARGE        CHARGE /2/  CHARGE /2/  CHARGE /2/ CHARGE /2/
                                                         for ASAP III for APEX II for ASL II  for XT6
- -------------------------------------------------------------------------------------------------------
                                                                              
GUARANTEED RETURN OPTION (GRO)/GRO     0.75% maximum /3/    1.50%        1.90%      1.90%      1.90%
Plus                                     0.25% current
                                            charge
- -------------------------------------------------------------------------------------------------------
GUARANTEED RETURN OPTION PLUS 2008     0.75% maximum /3/    1.60%        2.00%      2.00%      2.00%
(GRO Plus 2008)                          0.35% current
                                            charge
- -------------------------------------------------------------------------------------------------------
HIGHEST DAILY GUARANTEED RETURN        0.75% maximum /3/    1.60%        2.00%      2.00%      2.00%
OPTION (HD GRO)                          0.35% current
                                            charge
- -------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM WITHDRAWAL BENEFIT  1.00% maximum /3/    1.60%        2.00%      2.00%      2.00%
(GMWB)                                   0.35% current
                                            charge
- -------------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT      1.00% maximum /3/    1.25%        1.65%      1.65%      1.65%
(GMIB)                                   0.50% current    +0.50% of    +0.50% of  +0.50% of  +0.50% of
                                            charge           PIV          PIV        PIV        PIV
- -------------------------------------------------------------------------------------------------------
LIFETIME FIVE/SM/ INCOME BENEFIT       1.50% maximum /3/    1.85%        2.25%      2.25%      2.25%
                                         0.60% current
                                            charge
- -------------------------------------------------------------------------------------------------------
SPOUSAL LIFETIME FIVE INCOME BENEFIT   1.50% maximum /3/    2.00%        2.40%      2.40%      2.40%
                                         0.75% current
                                            charge
- -------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME FIVE INCOME     1.50% maximum /3/    1.85%        2.25%      2.25%      2.25%
BENEFIT                                  0.60% current
                                            charge
- -------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME SEVEN INCOME    1.50% maximum /3/    1.25%        1.65%      1.65%      1.65%
BENEFIT                                  0.60% current    +0.60% of    +0.60% of  +0.60% of  +0.60% of
                                            charge           PWV          PWV        PWV        PWV
- -------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME SEVEN   1.50% maximum /3/    1.25%        1.65%      1.65%      1.65%
INCOME BENEFIT                           0.75% current    +0.75% of    +0.75% of  +0.75% of  +0.75% of
                                            charge           PWV          PWV        PWV        PWV
- -------------------------------------------------------------------------------------------------------
ENHANCED BENEFICIARY PROTECTION DEATH        0.25%          1.50%        1.90%      1.90%      1.90%
BENEFIT
- -------------------------------------------------------------------------------------------------------
HIGHEST ANNIVERSARY VALUE DEATH              0.25%          1.50%        1.90%      1.90%      1.90%
BENEFIT ("HAV")
- -------------------------------------------------------------------------------------------------------
COMBINATION 5% ROLL-UP AND HAV DEATH         0.50%          1.75%        2.15%      2.15%      2.15%
BENEFIT
- -------------------------------------------------------------------------------------------------------
HIGHEST DAILY VALUE DEATH BENEFIT            0.50%          1.75%        2.15%      2.15%      2.15%
("HDV")
- -------------------------------------------------------------------------------------------------------
Please refer to the section of this Prospectus that describes each optional benefit for a complete
description of the benefit, including any restrictions or limitations that may apply.
- -------------------------------------------------------------------------------------------------------




    HOW CHARGE IS DETERMINED
 1  Guaranteed Return Option/GRO Plus: Charge for each benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    1.50% total annual charge applies in Annuity years 1-8 and is 0.90%
    thereafter. For APEX II and ASL II, 1.90% total annual charge applies in
    all Annuity years, and for XT6, 1.90% total annual charge applies in
    Annuity Years 1-10 and is 0.90% thereafter.
    GRO PLUS 2008: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. For ASAP III, 1.60% total annual
    charge applies in Annuity years 1-8 and is 1.00% thereafter. For APEX II
    and ASL II, 2.00% total annual charge applies in all Annuity years, and for
    XT6, 2.00% total annual charge applies in Annuity Years 1-10 and is 1.00%
    thereafter.


                                      8




    Highest Daily GRO: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. For ASAP III, 1.60% total annual
    charge applies in Annuity years 1-8 and is 1.00% thereafter. For APEX II
    and ASL II, 2.00% total annual charge applies in all Annuity years, and for
    XT6, 2.00% total annual charge applies in Annuity Years 1-10 and is 1.00%
    thereafter.
    Guaranteed Minimum Withdrawal Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    1.60% total annual charge applies in Annuity years 1-8 and is 1.00%
    thereafter. For APEX II and ASL II, 2.00% total annual charge applies in
    all Annuity years, and for XT6, 2.00% total annual charge applies in
    Annuity Years 1-10 and is 1.00% thereafter.
    Guaranteed Minimum Income Benefit: Charge for this benefit is assessed
    against the GMIB Protected Income Value ("PIV"). As discussed in the
    description of the benefit, the charge is taken out of the Sub-accounts and
    the Fixed Allocations. For ASAP III, 0.50% of PIV for GMIB is in addition
    to 1.25% annual charge in years 1-8 and 0.65% thereafter. For APEX II and
    ASL II, 0.50% of PIV for GMIB is in addition to 1.65% annual charge. For
    XT6, 0.50% of PIV for GMIB is in addition to 1.65% in years 1-10 and 0.65%
    thereafter.
    Lifetime Five Income Benefit: Charge for this benefit is assessed against
    the average daily net assets of the Sub-accounts. For ASAP III, 1.85% total
    annual charge applies in Annuity years 1-8 and is 1.25% thereafter. For
    APEX II and ASL II, 2.25% total annual charge applies in all Annuity years,
    and for XT6, 2.25% total annual charge applies in Annuity Years 1-10 and is
    1.25% thereafter.
    Spousal Lifetime Five Income Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    2.00% total annual charge applies in Annuity years 1-8 and is 1.40%
    thereafter. For APEX II and ASL II, 2.40% total annual charge applies in
    all Annuity years, and for XT6, 2.40% total annual charge applies in
    Annuity Years 1-10 and is 1.40% thereafter.
    Highest Daily Lifetime Five Income Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For ASAP
    III, 1.85% total annual charge applies in Annuity years 1-8 and is 1.25%
    thereafter. For APEX II and ASL II, 2.25% total annual charge applies in
    all Annuity years, and for XT6, 2.25% total annual charge applies in
    Annuity Years 1-10 and is 1.25% thereafter.
    Highest Daily Lifetime Seven: Charge for this benefit is assessed against
    the Protected Withdrawal Value ("PWV"). As discussed in the description of
    the benefit, the charge is taken out of the Sub-accounts. For ASAP III,
    0.60% of PWV for HD7 is in addition to 1.25% annual charge in years 1-8 and
    0.65% thereafter. For APEX II and ASL II, 0.60% of PWV for HD7 is in
    addition to 1.65% annual charge. For XT6, 0.60% of PWV for HD7 is in
    addition to 1.65% in years 1-10 and 0.65% thereafter.
    Spousal Highest Daily Lifetime Seven: Charge for this benefit is assessed
    against the Protected Withdrawal Value ("PWV"). For ASAP III, 0.75% of PWV
    for SHD7 is in addition to 1.25% annual charge in years 1-8 and 0.65%
    thereafter. For APEX II and ASL II, 0.75% of PWV for SHD7 is in addition to
    1.65% annual charge. For XT6, 0.75% of PWV for SHD7 is in addition to 1.65%
    in years 1-10 and 0.65% thereafter.
    Enhanced Beneficiary Protection Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For
    ASAP III, 1.50% total annual charge applies in Annuity years 1-8 and is
    0.90% thereafter. For APEX II and ASL II, 1.90% total annual charge applies
    in all Annuity years, and for XT6, 1.90% total annual charge applies in
    Annuity Years 1-10 and is 0.90% thereafter.
    Highest Anniversary Value Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For ASAP
    III, 1.50% total annual charge applies in Annuity years 1-8 and is 0.90%
    thereafter. For APEX II and ASL II, 1.90% total annual charge applies in
    all Annuity years, and for XT6, 1.90% total annual charge applies in
    Annuity Years 1-10 and is 0.90% thereafter.
    Combination 5% roll-up and HAV Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For
    ASAP III, 1.75% total annual charge applies in Annuity years 1-8 and is
    1.15% thereafter. For APEX II and ASL II, 2.15% total annual charge applies
    in all Annuity years, and for XT6, 2.15% total annual charge applies in
    Annuity Years 1-10 and is 1.15% thereafter.
    Highest Daily Value Death Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For ASAP III,
    1.75% total annual charge applies in Annuity years 1-8 and is 1.15%
    thereafter. For APEX II and ASL II, 2.15% total annual charge applies in
    all Annuity years, and for XT6, 2.15% total annual charge applies in
    Annuity Years 1-10 and is 1.15% thereafter.
 2  The Total Annual Charge includes the Insurance Charge and Distribution
    Charge (if applicable) assessed against the average daily net assets
    allocated to the Sub-accounts. If you elect more than one optional benefit,
    the Total Annual Charge would be increased to include the charge for each
    optional benefit. With respect to GMIB, the 0.50% charge is assessed
    against the GMIB Protected Income Value. With respect to Highest Daily
    Lifetime Seven and Spousal Highest Daily Lifetime Seven, the 0.60% charge
    and 0.75% charge, respectively, is assessed against the Protected
    Withdrawal Value. With respect to each of Highest Daily Lifetime Seven and
    Spousal Highest Daily Lifetime Seven, one-fourth of the annual charge is
    deducted at the end of each quarter, where the quarters are part of years
    that have as their anniversary the date that the benefit was elected. These
    optional benefits are not available under the Beneficiary Continuation
    Option.
 3  We reserve the right to increase the charge to the maximum charge
    indicated, upon any step-up or reset under the benefit, or new election of
    the benefit. However, we have no present intention of doing so.

 The following table provides the range (minimum and maximum) of the total
 annual expenses for the underlying mutual funds ("Portfolios") as of
 December 31, 2007. Each figure is stated as a percentage of the underlying
 Portfolio's average daily net assets.





               -------------------------------------------------
                   TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES
               -------------------------------------------------
                                                 MINIMUM MAXIMUM
               -------------------------------------------------
                                                   
               Total Portfolio Operating Expense  0.59%   2.11%
               -------------------------------------------------




 The following are the total annual expenses for each underlying mutual fund
 ("Portfolio") as of December 31, 2007, except as noted. The "Total Annual
 Portfolio Operating Expenses" reflect the combination of the underlying
 Portfolio's investment management fee, other expenses and any 12b-1 fees. Each
 figure is stated as a percentage of the underlying Portfolio's average daily
 net assets. There is no guarantee that actual expenses will be the same as
 those shown in the table. For certain of the underlying Portfolios, a portion
 of the management fee has been waived and/or other expenses have been
 partially reimbursed. The existence of any such fee waivers and/or
 reimbursements have been reflected in the footnotes. The following expenses
 are deducted by the underlying Portfolio before it provides Prudential
 Annuities with the daily net asset value. The underlying Portfolio information
 was provided by the underlying mutual funds and has not been independently
 verified by us. See the prospectuses or statements of additional information
 of the underlying Portfolios for further details. The current prospectus and
 statement of additional information for the underlying Portfolios can be
 obtained by calling 1-800-752-6342.


                                      9









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

               (as a percentage of the average net assets of the underlying Portfolios)
- -------------------------------------------------------------------------------------------------------
                                                          For the year ended December 31, 2007
                                                   ---------------------------------------------------
               UNDERLYING PORTFOLIO                                               Acquired      Total
                                                                                  Portfolio    Annual
                                                   Management  Other               Fees &     Portfolio
                                                    Fee /4/   Expenses 12b-1 Fee Expenses /6/ Expenses
- -------------------------------------------------------------------------------------------------------
                                                                               
Advanced Series Trust /1,3/
 AST Advanced Strategies                             0.85%     0.15%     0.00%      0.04%       1.04%
 AST Aggressive Asset Allocation /2/                 0.15%     0.03%     0.00%      0.96%       1.14%
 AST AllianceBernstein Core Value                    0.75%     0.11%     0.00%      0.00%       0.86%
 AST AllianceBernstein Growth & Income               0.75%     0.08%     0.00%      0.00%       0.83%
 AST American Century Income & Growth                0.75%     0.11%     0.00%      0.00%       0.86%
 AST American Century Strategic Allocation           0.85%     0.25%     0.00%      0.00%       1.10%
 AST Balanced Asset Allocation /2/                   0.15%     0.01%     0.00%      0.90%       1.06%
 AST Bond Portfolio 2015 /5/                         0.65%     0.99%     0.00%      0.00%       1.64%
 AST Bond Portfolio 2018 /5/                         0.65%     0.99%     0.00%      0.00%       1.64%
 AST Bond Portfolio 2019 /5/                         0.65%     0.99%     0.00%      0.00%       1.64%
 AST Capital Growth Asset Allocation /2/             0.15%     0.01%     0.00%      0.93%       1.09%
 AST CLS Growth Asset Allocation /2,5/               0.30%     0.36%     0.00%      0.99%       1.65%
 AST CLS Moderate Asset Allocation /2,5/             0.30%     0.36%     0.00%      0.91%       1.57%
 AST Cohen & Steers Realty Portfolio                 1.00%     0.12%     0.00%      0.00%       1.12%
 AST Conservative Asset Allocation /2/               0.15%     0.02%     0.00%      0.87%       1.04%
 AST DeAM Large-Cap Value                            0.85%     0.11%     0.00%      0.00%       0.96%
 AST DeAM Small-Cap Value                            0.95%     0.18%     0.00%      0.00%       1.13%
 AST Federated Aggressive Growth                     0.95%     0.11%     0.00%      0.00%       1.06%
 AST First Trust Balanced Target                     0.85%     0.11%     0.00%      0.00%       0.96%
 AST First Trust Capital Appreciation Target         0.85%     0.11%     0.00%      0.00%       0.96%
 AST Goldman Sachs Concentrated Growth               0.90%     0.10%     0.00%      0.00%       1.00%
 AST Goldman Sachs Mid-Cap Growth                    1.00%     0.12%     0.00%      0.00%       1.12%
 AST Goldman Sachs Small-Cap Value                   0.95%     0.13%     0.00%      0.00%       1.08%
 AST High Yield                                      0.75%     0.12%     0.00%      0.00%       0.87%
 AST Horizon Growth Asset Allocation /2,5/           0.30%     0.84%     0.00%      0.97%       2.11%
 AST Horizon Moderate Asset Allocation /2,5/         0.30%     0.57%     0.00%      0.90%       1.77%
 AST International Growth                            1.00%     0.11%     0.00%      0.00%       1.11%
 AST International Value                             1.00%     0.12%     0.00%      0.00%       1.12%
 AST Investment Grade Bond /5/                       0.65%     0.99%     0.00%      0.00%       1.64%
 AST JPMorgan International Equity                   0.87%     0.13%     0.00%      0.00%       1.00%
 AST Large-Cap Value                                 0.75%     0.08%     0.00%      0.00%       0.83%
 AST Lord Abbett Bond-Debenture                      0.80%     0.11%     0.00%      0.00%       0.91%
 AST Marsico Capital Growth                          0.90%     0.08%     0.00%      0.00%       0.98%
 AST MFS Global Equity                               1.00%     0.21%     0.00%      0.00%       1.21%
 AST MFS Growth                                      0.90%     0.12%     0.00%      0.00%       1.02%
 AST Mid-Cap Value                                   0.95%     0.14%     0.00%      0.00%       1.09%
 AST Money Market                                    0.50%     0.09%     0.00%      0.00%       0.59%
 AST Neuberger Berman Mid-Cap Growth                 0.90%     0.10%     0.00%      0.00%       1.00%
 AST Neuberger Berman Mid-Cap Value                  0.89%     0.10%     0.00%      0.00%       0.99%
 AST Neuberger Berman Small-Cap Growth               0.95%     0.12%     0.00%      0.00%       1.07%
 AST Niemann Capital Growth Asset Allocation /2,5/   0.30%     0.50%     0.00%      0.96%       1.76%
 AST PIMCO Limited Maturity Bond                     0.65%     0.11%     0.00%      0.00%       0.76%
 AST PIMCO Total Return Bond                         0.65%     0.09%     0.00%      0.00%       0.74%
 AST Preservation Asset Allocation/ 2/               0.15%     0.03%     0.00%      0.82%       1.00%
 AST QMA US Equity Alpha                             1.00%     0.63%     0.00%      0.00%       1.63%
 AST Small-Cap Growth                                0.90%     0.15%     0.00%      0.00%       1.05%
 AST Small-Cap Value                                 0.90%     0.10%     0.00%      0.00%       1.00%
 AST T. Rowe Price Asset Allocation                  0.85%     0.12%     0.00%      0.00%       0.97%
 AST T. Rowe Price Global Bond                       0.80%     0.13%     0.00%      0.00%       0.93%
 AST T. Rowe Price Large-Cap Growth                  0.88%     0.08%     0.00%      0.00%       0.96%
 AST T. Rowe Price Natural Resources                 0.90%     0.10%     0.00%      0.00%       1.00%



                                      10






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

                    (as a percentage of the average net assets of the underlying Portfolios)
- ------------------------------------------------------------------------------------------------------------------
                                                                     For the year ended December 31, 2007
                                                              ---------------------------------------------------
                    UNDERLYING PORTFOLIO                                                     Acquired      Total
                                                                                             Portfolio    Annual
                                                              Management  Other               Fees &     Portfolio
                                                               Fee /4/   Expenses 12b-1 Fee Expenses /6/ Expenses
- ------------------------------------------------------------------------------------------------------------------
                                                                                          
Advanced Series Trust continued
 AST UBS Dynamic Alpha Strategy                                 1.00%     0.13%     0.00%      0.02%       1.15%
 AST Western Asset Core Plus Bond /5/                           0.70%     0.10%     0.00%      0.02%       0.82%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds /7, 8, 9/
 AIM V.I. Dynamics Fund - Series I shares                       0.75%     0.36%     0.00%      0.00%       1.11%
 AIM V.I. Financial Services Fund - Series I shares             0.75%     0.36%     0.00%      0.00%       1.11%
 AIM V.I. Global Health Care Fund - Series I shares             0.75%     0.32%     0.00%      0.01%       1.08%
 AIM V.I. Technology Fund - Series I shares                     0.75%     0.35%     0.00%      0.01%       1.11%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Evergreen Variable Annuity Trust /10/
 Growth                                                         0.70%     0.20%     0.00%      0.01%       0.91%
 International Equity                                           0.39%     0.24%     0.00%      0.00%       0.63%
 Omega                                                          0.52%     0.19%     0.00%      0.00%       0.71%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
First Defined Portfolio Fund, LLC
 First Trust(R) Target Focus Four /11/                          0.60%     1.07%     0.25%      0.00%       1.92%
 Global Dividend Target 15                                      0.60%     0.54%     0.25%      0.00%       1.39%
 NASDAQ(R) Target 15                                            0.60%     0.91%     0.25%      0.00%       1.76%
 S&P(R) Target 24                                               0.60%     0.70%     0.25%      0.00%       1.55%
 Target Managed VIP                                             0.60%     0.50%     0.25%      0.00%       1.35%
 The Dow(R) DART 10                                             0.60%     0.71%     0.25%      0.00%       1.56%
 The Dow(R) Target Dividend                                     0.60%     0.51%     0.25%      0.00%       1.36%
 Value Line(R) Target 25                                        0.60%     0.56%     0.25%      0.00%       1.41%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Franklin Templeton Variable Insurance Products Trust
 Franklin Templeton VIP Founding Funds Allocation Fund /12/     0.00%     0.41%     0.35%      0.65%       1.41%
  Management and administration fee waivers/reductions: 0.28%
  Net expenses after fee reimbursement/expense waiver: 1.13%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Nationwide Variable Insurance Trust
 Gartmore NVIT Developing Markets Fund /13/                     1.05%     0.35%     0.25%        N/A       1.65%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
ProFund VP /14/
 Access VP High Yield                                           0.75%     0.88%     0.25%      0.00%       1.88%
 Asia 30                                                        0.75%     0.64%     0.25%      0.00%       1.64%
 Banks                                                          0.75%     0.91%     0.25%      0.00%       1.91%
 Basic Materials                                                0.75%     0.71%     0.25%      0.00%       1.71%
 Bear                                                           0.75%     0.70%     0.25%      0.00%       1.70%
 Biotechnology                                                  0.75%     0.76%     0.25%      0.00%       1.76%
 Bull                                                           0.75%     0.67%     0.25%      0.00%       1.67%
 Consumer Goods                                                 0.75%     0.82%     0.25%      0.00%       1.82%
 Consumer Services                                              0.75%     1.07%     0.25%      0.00%       2.07%
 Europe 30                                                      0.75%     0.66%     0.25%      0.00%       1.66%
 Financials                                                     0.75%     0.74%     0.25%      0.00%       1.74%
 Health Care                                                    0.75%     0.72%     0.25%      0.00%       1.72%
 Industrials                                                    0.75%     0.84%     0.25%      0.00%       1.84%
 Internet                                                       0.75%     0.75%     0.25%      0.00%       1.75%
 Japan                                                          0.75%     0.68%     0.25%      0.00%       1.68%
 Large-Cap Growth                                               0.75%     0.70%     0.25%      0.00%       1.70%
 Large-Cap Value                                                0.75%     0.72%     0.25%      0.00%       1.72%
 Mid-Cap Growth                                                 0.75%     0.70%     0.25%      0.00%       1.70%



                                      11






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

            (as a percentage of the average net assets of the underlying Portfolios)
- -------------------------------------------------------------------------------------------------
                                                    For the year ended December 31, 2007
                                             ---------------------------------------------------
            UNDERLYING PORTFOLIO                                            Acquired      Total
                                                                            Portfolio    Annual
                                             Management  Other               Fees &     Portfolio
                                              Fee /4/   Expenses 12b-1 Fee Expenses /6/ Expenses
- -------------------------------------------------------------------------------------------------
                                                                         
ProFund VP /14/ continued
 Mid-Cap Value                                 0.75%     0.72%     0.25%      0.00%       1.72%
 NASDAQ-100                                    0.75%     0.69%     0.25%      0.00%       1.69%
 Oil & Gas                                     0.75%     0.71%     0.25%      0.00%       1.71%
 Pharmaceuticals                               0.75%     0.73%     0.25%      0.00%       1.73%
 Precious Metals                               0.75%     0.70%     0.25%      0.00%       1.70%
 Real Estate                                   0.75%     0.73%     0.25%      0.00%       1.73%
 Rising Rates Opportunity                      0.75%     0.62%     0.25%      0.00%       1.62%
 Semiconductor                                 0.75%     0.83%     0.25%      0.00%       1.83%
 Short Mid-Cap                                 0.75%     0.78%     0.25%      0.00%       1.78%
 Short NASDAQ-100                              0.75%     0.71%     0.25%      0.00%       1.71%
 Short Small-Cap                               0.75%     0.66%     0.25%      0.00%       1.66%
 Small-Cap Growth                              0.75%     0.69%     0.25%      0.00%       1.69%
 Small-Cap Value                               0.75%     0.76%     0.25%      0.00%       1.76%
 Technology                                    0.75%     0.72%     0.25%      0.00%       1.72%
 Telecommunications                            0.75%     0.72%     0.25%      0.00%       1.72%
 U.S. Government Plus                          0.50%     0.68%     0.25%      0.00%       1.43%
 UltraBull                                     0.75%     0.68%     0.25%      0.00%       1.68%
 UltraMid-Cap                                  0.75%     0.69%     0.25%      0.00%       1.69%
 UltraNASDAQ-100                               0.75%     0.69%     0.25%      0.00%       1.69%
 UltraSmall-Cap                                0.75%     0.73%     0.25%      0.00%       1.73%
 Utilities                                     0.75%     0.72%     0.25%      0.00%       1.72%
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
The Prudential Series Fund
 SP International Growth Portfolio             0.85%     0.09%     0.00%      0.00%       0.94%
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Wells Fargo Variable Trust
 Wells Fargo Advantage VT Equity Income Fund   0.55%     0.24%     0.25%      0.00%       1.04%




 1  The Fund has entered into arrangements with the issuers of the variable
    insurance products offering the Portfolios under which the Fund compensates
    the issuers 0.10% for providing ongoing services to Portfolio shareholders
    in lieu of the Fund providing such services directly to
    shareholders. Amounts paid under these arrangements are included in "Other
    Expenses." Subject to the expense limitations set forth below, for each
    Portfolio of the Fund other than the Dynamic and Tactical Asset Allocation
    Portfolios, 0.03% of the 0.10% administrative services fee is voluntarily
    waived. The Dynamic and Tactical Asset Allocation Portfolios do not
    directly pay any portion of the 0.10% administrative service fee. The
    Acquired Portfolios in which the Dynamic and Tactical Asset Allocation
    Portfolios invest, however, are subject to the administrative services
    fee. With respect to the AST QMA US Equity Alpha Portfolio, "Other
    Expenses" includes dividend expenses on short sales and interest expenses
    on short sales. Our reference above to the Dynamic Asset Allocation
    Portfolios refers to these portfolios: AST Aggressive Asset Allocation, AST
    Balanced Asset Allocation, AST Capital Growth Asset Allocation, AST
    Conservative Asset Allocation, and AST Preservation Asset Allocation. Our
    reference to the Tactical Asset Allocation Portfolios refers to these
    portfolios: AST CLS Growth Asset Allocation, AST CLS Moderate Asset
    Allocation, AST Horizon Growth Asset Allocation, AST Horizon Moderate Asset
    Allocation, and AST Niemann Capital Growth Asset Allocation.
 2  Some of the Portfolios invest in other investment companies (the Acquired
    Portfolios). For example, each Dynamic Asset Allocation Portfolio and
    Tactical Asset Allocation Portfolio invests primarily in shares of other
    Portfolios of Advanced Series Trust. Investors in a Portfolio indirectly
    bear the fees and expenses of the Acquired Portfolios. The expenses shown
    under "Acquired Portfolio Fees and Expenses" represent a weighted average
    of the expense ratios of the Acquired Portfolios in which each Portfolio
    invested during the year ended December 31, 2007. The Dynamic Asset
    Allocation Portfolios and Tactical Asset Allocation Portfolios do not pay
    any transaction fees when purchasing or redeeming shares of the Acquired
    Portfolios. Our reference above to the Dynamic Asset Allocation Portfolios
    refers to these portfolios: AST Aggressive Asset Allocation, AST Balanced
    Asset Allocation, AST Capital Growth Asset Allocation, AST Conservative
    Asset Allocation, and AST Preservation Asset Allocation. Our reference to
    the Tactical Asset Allocation Portfolios refers to these portfolios: AST
    CLS Growth Asset Allocation, AST CLS Moderate Asset Allocation, AST Horizon
    Growth Asset Allocation, AST Horizon Moderate Asset Allocation, and AST
    Niemann Capital Growth Asset Allocation.
 3  Prudential Investments LLC and AST Investment Services, Inc. have
    voluntarily agreed to waive a portion of their management fee and/or limit
    total expenses (expressed as an annual percentage of average daily
    net assets) for certain Portfolios of the Fund. These arrangements, which
    are set forth as follows, may be discontinued or otherwise modified at any
    time. AST American Century Strategic Allocation: 1.25%; AST Cohen & Steers
    Realty: 1.45%; AST DeAM Small-Cap Value: 1.14%; AST Goldman Sachs
    Concentrated Growth: 0.86%; AST Goldman Sachs Mid-Cap Growth: 1.12%; AST
    High Yield: 0.88%; AST JPMorgan International Equity: 1.01%; AST
    International Value: 1.50%; AST Large-Cap Value: 1.20%; AST Lord Abbett
    Bond-Debenture: 0.88%; AST MFS Global Equity: 1.18%; AST MFS Growth: 1.35%;
    AST Marsico Capital Growth: 1.35%; AST Mid-Cap Value: 1.45%; AST Money
    Market: 0.56%; AST Neuberger Berman Mid-Cap Growth: 1.25%; AST Neuberger
    Berman Mid-Cap Value: 1.25%; AST PIMCO Total Return Bond: contractual
    Portfolio expense limit 1.05%, which can be discontinued or modified only
    by amending the contract; AST PIMCO Limited Maturity Bond: 1.05%; AST T.
    Rowe Price Asset Allocation: 1.25%; AST T. Rowe Price Natural
    Resources: 1.35%; AST International Growth: 1.75%.


                                      12




 4  The management fee rate shown in the "management fees" column represents
    the actual fee rate paid by the indicated Portfolio for the fiscal year
    ended December 31, 2007, except that the fee rate shown does not reflect
    the impact of any voluntary management fee waivers that may be applicable
    and which would result in a reduction in the fee rate paid by the
    Portfolio. The management fee rate for certain Portfolios may include
    "breakpoints" which are reduced fee rates that are applicable at specified
    levels of Portfolio assets; the effective fee rates shown in the table
    reflect and incorporate any fee "breakpoints" which may be applicable.
 5  The Tactical Asset Allocation Portfolios and Western Asset Core Plus Bond
    Portfolio are based on estimated expenses for 2008 and current period
    average daily net assets. The AST Bond Portfolio 2015, AST Bond Portfolio
    2018, AST Bond Portfolio 2019 and the AST Investment Grade Bond Portfolio
    are based on estimated expenses for 2008 at an estimated asset level.
 6  Acquired Fund Fees and Expenses are not fees or expenses incurred by the
    fund directly but are expenses of the investment companies in which the
    fund invests. You incur these fees and expenses indirectly through the
    valuation of the fund's investment in those investment companies. As a
    result, the Total Annual Portfolio Operating Expenses listed above may
    exceed the expense limit numbers. The impact of the acquired fund fees and
    expenses are included in the total returns of the Fund.
 7  The Fund's advisor has contractually agreed to waive advisory fees and/or
    reimburse expenses of Series I shares to the extent necessary to limit
    Total Annual Portfolio Operating Expenses (subject to certain exclusions)
    of Series I shares to 1.30% of average daily net assets. The expense
    limitation agreement is in effect through at least April 30, 2009.
 8  Except as otherwise noted, figures shown in the table are for the year
    ended December 31, 2007 and are expressed as a percentage of the Fund's
    average daily net assets. There is no guarantee that actual expenses will
    be the same as those shown in the table.
 9  Effective July 1, 2007, AIM contractually agreed to waive 100% of the
    advisory fee AIM receives from affiliated money market funds on investments
    by the fund in such affiliated money market funds. The fee waivers reflect
    this agreement. This waiver agreement is in effect through at least
    April 30, 2009.
 10 The Total Annual Portfolio Operating Expenses excludes expense reductions.
 11 Effective on or about November 19, 2007, the Portfolio changed its name
    from First Trust 10 Uncommon Values Portfolio to First Trust Target Focus
    Four Portfolio. The Portfolio's investment strategy was also changed. The
    above fees and expenses include the Portfolio's fees and expenses prior to
    the name change and change in investment strategy.
 12 Operating expenses are estimates based on Class 1 expenses for fiscal year
    ended December 31, 2007, except for 12b-1 fees which are based on the Class
    4 maximum contractual amounts. The Fund does not pay management fees but
    will indirectly bear its proportionate share of any management fees and
    other expenses paid by the underlying funds (or "acquired funds") in which
    it will invest. Acquired funds' estimated fees and expenses are based on
    the acquired funds' expenses for the fiscal year ended December 31, 2007.
    Effective December 1, 2007, the administrator has contractually agreed to
    waive or limit its fee to assume as its own expense certain expenses
    otherwise payable by the Portfolio, excluding the portfolios' fees and
    expenses, so that direct operating expenses of the Portfolio do not exceed
    0.13% (other than certain non-routine expenses or costs, including those
    relating to litigation, indemnification, reorganizations, and liquidations)
    until April 30, 2009.
 13 The Trust and the Adviser have entered into a written contract limiting
    operating expenses to 1.40% for all share classes until May 1, 2009.
 14 ProFund Advisors LLC has contractually agreed to waive Investment Advisory
    and Management Services Fees and to reimburse other expenses to the extent
    Total Annual Portfolio Operating Expenses, as a percentage of average daily
    net assets, exceed 1.63% (1.33% for ProFund VP U.S. Government Plus and
    1.30% for ProFund VP Money Market) through April 30, 2009. After such date,
    any of the expense limitations may be terminated or revised. Amounts waived
    or reimbursed in a particular fiscal year may be repaid to ProFund Advisors
    LLC within three years of the waiver or reimbursement to the extent that
    recoupment will not cause the Portfolio's expenses to exceed any expense
    limitation in place at that time. A waiver or reimbursement lowers the
    expense ratio and increases overall returns to investors.


                                      13



                               EXPENSE EXAMPLES


 These examples are intended to help you compare the cost of investing in one
 Prudential Annuities Annuity with the cost of investing in other Prudential
 Annuities and/or other variable annuities.


 Below are examples for each Annuity showing what you would pay in expenses at
 the end of the stated time periods had you invested $10,000 in the Annuity and
 your investment has a 5% return each year.

 The examples reflect the following fees and charges for each Annuity as
 described in "Summary of Contract Fees and Charges":
   .   Insurance Charge
   .   Distribution Charge (if applicable)
   .   Contingent Deferred Sales Charge (when and if applicable)
   .   Annual Maintenance Fee
   .   The maximum combination of optional benefit charges

 The examples also assume the following for the period shown:
   .   You allocate all of your Account Value to the Sub-account with the
       maximum total annual operating expenses, and those expenses remain the
       same each year*

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

   .   You make no withdrawals of Account Value
   .   You make no transfers, or other transactions for which we charge a fee
   .   No tax charge applies
   .   You elect the Lifetime Five Income Benefit, the Highest Daily Value
       Death Benefit and the Enhanced Beneficiary Protection Death Benefit
       (which are the maximum combination of optional benefit charges)
   .   For the XT6 example, the Credit applicable to the Annuity is 6.5% of the
       Purchase Payment**
   .   For the APEX II example, the Loyalty Credit applies to the Annuity and
       is equal to 2.75% of total Purchase Payments made during the first four
       Annuity years
   .   For the ASAP III example, the Loyalty Credit applies to the Annuity and
       is equal to 0.50% of total Purchase Payment made during the first four
       Annuity years.

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

 *  Note: Not all portfolios offered as Sub-accounts may be available depending
    on optional benefit selection, the applicable jurisdiction and selling firm.
 ** The Credit that is applied to Purchase Payments received after the first
    Annuity Year is less than 6.5% (see "How do I Receive Credits?")

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

 Expense Examples are provided as follows: 1) if you surrender the Annuity at
 the end of the stated time period; 2) if you annuitize at the end of the
 stated time period; and 3) if you do not surrender your Annuity. A table of
 accumulation values appears in Appendix A to this Prospectus.

 If you surrender your annuity at the end of the applicable time period: /1/




                                1 yr  3 yrs  5 yrs  10 yrs
                      ------------------------------------
                                        
                      ASAP III $1,271 $2,356 $3,374 $5,605
                      ------------------------------------
                      APEX II  $1,414 $2,551 $3,158 $6,107
                      ------------------------------------
                      ASL II     $632 $1,869 $3,074 $5,944
                      ------------------------------------
                      XT6/ 3/  $1,537 $2,759 $3,849 $6,426
                      ------------------------------------



 If you annuitize your annuity at the end of the applicable time period: /2/




                                1 yr 3 yrs  5 yrs  10 yrs
                       ----------------------------------
                                       
                       ASAP III  N/A $1,771 $2,924 $5,605
                       ----------------------------------
                       APEX II   N/A $1,921 $3,158 $6,107
                       ----------------------------------
                       ASL II   $632 $1,869 $3,074 $5,944
                       ----------------------------------
                       XT6 /3/   N/A    N/A $3,273 $6,330
                       ----------------------------------



                                      14



 If you do not surrender your annuity:




                                1 yr 3 yrs  5 yrs  10 yrs
                       ----------------------------------
                                       
                       ASAP III $596 $1,771 $2,924 $5,605
                       ----------------------------------
                       APEX II  $649 $1,921 $3,158 $6,107
                       ----------------------------------
                       ASL II   $632 $1,869 $3,074 $5,944
                       ----------------------------------
                       XT6 /3/  $673 $1,991 $3,273 $6,330
                       ----------------------------------



 1  There is no CDSC for ASL II. See "Summary of Contract Fees and Charges" for
    the CDSC schedule for each Annuity.
 2  If you own XT6, you may not annuitize in the first Three (3) Annuity Years;
    if you own ASAP III or APEX II, you may not annuitize in the first Annuity
    Year.

 3  XT6 Annuities purchased prior to November 20, 2006 are subject to a
    different CDSC schedule.


                                      15



                              INVESTMENT OPTIONS


 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?
 Each variable investment option is a Sub-account of Prudential Annuities Life
 Assurance Corporation Variable Account B (see "What are Separate Accounts" for
 more detailed information). Each Sub-account invests exclusively in one
 Portfolio. You should carefully read the prospectus for any Portfolio in which
 you are interested. The following chart classifies each of the Portfolios
 based on our assessment of their investment style (as of the date of this
 Prospectus). The chart also provides a description of each Portfolio's
 investment objective (in italics) and a short, summary description of their
 key policies to assist you in determining which Portfolios may be of interest
 to you. There is no guarantee that any underlying Portfolio will meet its
 investment objective. Not all portfolios offered as Sub-accounts may be
 available depending on optional benefit selection, the applicable jurisdiction
 and selling firm. The Portfolios that you select are your choice - we do not
 provide investment advice, and we do not recommend or endorse any particular
 Portfolio. Please see the General Information section of this prospectus,
 under the heading concerning "service fees" for a discussion of fees that we
 may receive from underlying mutual funds and /or their affiliates.

 The name of the advisor/sub-advisor for each Portfolio appears next to the
 description. Those Portfolios whose name includes the prefix "AST" are
 Portfolios of Advanced Series Trust. The investment managers for AST are AST
 Investment Services, Inc., a Prudential Financial Company, and Prudential
 Investments LLC, both of which are affiliated companies of Prudential
 Annuities. However, a sub-advisor, as noted below, is engaged to conduct
 day-to-day management.


 The Portfolios are not publicly traded mutual funds. They are only available
 as investment options in variable annuity contracts and variable life
 insurance policies issued by insurance companies, or in some cases, to
 participants in certain qualified retirement plans. However, some of the
 Portfolios available as Sub-accounts under the Annuities are managed by the
 same portfolio advisor or sub-advisor as a retail mutual fund of the same or
 similar name that the Portfolio may have been modeled after at its inception.
 Certain retail mutual funds may also have been modeled after a Portfolio.
 While the investment objective and policies of the retail mutual funds and the
 Portfolios may be substantially similar, the actual investments will differ to
 varying degrees. Differences in the performance of the funds can be expected,
 and in some cases could be substantial. You should not compare the performance
 of a publicly traded mutual fund with the performance of any similarly named
 Portfolio offered as a Sub-account. Details about the investment objectives,
 policies, risks, costs and management of the Portfolios are found in the
 prospectuses for the underlying mutual funds. The current prospectus and
 statement of additional information for the underlying Portfolios can be
 obtained by calling 1-800-752-6342.

 Effective May 1, 2004, the SP International Growth Portfolio (formerly the SP
 William Blair International Growth Portfolio) is no longer offered as a
 Sub-account under the Annuities, except as follows: if at any time prior to
 May 1, 2004 you had any portion of your Account Value allocated to the SP
 William Blair International Growth Sub-account, you may continue to allocate
 Account Value and make transfers into and/ or out of the SP William Blair
 International Growth Sub-account, including any electronic funds transfer,
 dollar cost averaging, asset allocation and rebalancing programs. If you never
 had a portion of your Account Value allocated to the SP William Blair
 International Growth Sub-account prior to May 1, 2004 or if you purchase your
 Annuity on or after May 1, 2004, you cannot allocate Account Value to the SP
 William Blair International Growth Sub-account.

 With respect to XT6, APEX II and ASL II: Effective as of the close of business
 June 28, 2002, the AST Goldman Sachs Small-Cap Value Portfolio is no longer
 offered as a Sub-account under the Annuities, except as follows: if at any
 time on or prior to June 28, 2002 you had any portion of your Account Value
 allocated to the AST Goldman Sachs Small-Cap Value Sub-account, you may
 continue to allocate Account Value and make transfers into and/or out of the
 AST Goldman Sachs Small-Cap Value Sub-account, including any electronic funds
 transfer, dollar cost averaging, asset allocation and rebalancing programs. If
 you never had a portion of your Account Value allocated to the AST Goldman
 Sachs Small-Cap Value Sub-account on or prior to June 28, 2002 or if you
 purchase your Annuity after June 28, 2002, you cannot allocate Account Value
 to the AST Goldman Sachs Small-Cap Value Sub-Account. The AST Goldman Sachs
 Small-Cap Value Portfolio is not available nor was it ever available under
 ASAP III.

 Either of these Sub-accounts may be offered to new Owners at some future date;
 however, at the present time, there is no intention to do so. We also reserve
 the right to offer or close this Sub-account to all Owners that owned the
 Annuity prior to the close date.


 For ASAP III, XT6, and ASL II Annuities issued beginning on May 26, 2008, we
 will significantly limit the Owner's ability to invest in the ProFund VP
 Portfolios. Specifically:
   .   We will not permit those who acquire an ASAP III, XT6, or ASL II Annuity
       on or after May 26, 2008 (including beneficiaries who acquire such an
       Annuity under the Beneficiary Continuation Option) to invest in any
       ProFund VP Portfolio; and
   .   Those who acquired an ASAP III, XT6, or ASL II Annuity prior to May 26,
       2008 may invest in any ProFund VP Portfolio without being subject to the
       above restrictions; and
   .   Those who currently hold an APEX II Annuity, or who acquire an APEX II
       Annuity after May 26, 2008, may invest in any ProFund VP Portfolio
       (except that beneficiaries who acquire an APEX II Annuity on or after
       May 26, 2008 under the Beneficiary Continuation Option may not invest in
       any ProFund VP Portfolio).


                                      16



 The following chart lists the currently available and permitted investment
 options when you choose certain optional benefits:



                                                   

 Optional Benefit Name*                                Allowable Benefit Allocations:

 Lifetime Five Income Benefit                          AST Capital Growth Asset Allocation Portfolio
 Spousal Lifetime Five Income Benefit                  AST Balanced Asset Allocation Portfolio
 Highest Daily Lifetime Five Income Benefit            AST Conservative Asset Allocation Portfolio
 Highest Daily Lifetime Seven Income Benefit           AST Preservation Asset Allocation Portfolio
 Spousal Highest Daily Lifetime Seven Income Benefit   AST First Trust Balanced Target Portfolio
 Highest Daily Value Death Benefit                     AST First Trust Capital Appreciation Target Portfolio
                                                       AST Advanced Strategies Portfolio
                                                       AST T. Rowe Price Asset Allocation Portfolio
                                                       AST UBS Dynamic Alpha Strategy Portfolio
                                                       AST American Century Strategic Allocation Portfolio
                                                       AST Niemann Capital Growth Asset Allocation Portfolio
                                                       AST CLS Growth Asset Allocation Portfolio
                                                       AST CLS Moderate Asset Allocation Portfolio
                                                       AST Horizon Growth Asset Allocation Portfolio
                                                       AST Horizon Moderate Asset Allocation Portfolio
                                                       Franklin Templeton VIP Founding Funds Allocation Fund
- -                                                     --------------------------------------------------------

 Optional Benefit Name*                                All investment options permitted, EXCEPT these:
 Combo 5% Rollup & HAV Death Benefit                   ProFund VP UltraNASDAQ-100
 Guaranteed Minimum Income Benefit                     ProFund VP UltraSmall Cap
 Guaranteed Minimum Withdrawal Benefit                 ProFund VP Semiconductor
 GRO/GRO PLUS/GRO PLUS 2008                            ProFund VP Internet
 Highest Anniversary Value Death Benefit               ProFund VP UltraBull
 Highest Daily GRO                                     Value Line(R) Target 25
                                                       AIM VI Technology
                                                       ProFund VP Technology
                                                       NASDAQ(R) Target 15
                                                       ProFund VP Biotechnology
                                                       ProFund VP Short Small-Cap
                                                       Access VP High Yield
                                                       ProFund VP Short Mid-Cap
                                                       Evergreen VA Growth Fund
- -                                                     --------------------------------------------------------

 Optional Benefit Name*                                Additional 5 investment options NOT permitted with GRO
                                                       Plus 2008 & Highest Daily GRO

                                                       ProFund VP Ultra Mid-Cap
                                                       ProFund VP Precious Metals
 GRO PLUS 2008                                         ProFund VP NASDAQ-100
 Highest Daily GRO                                     ProFund VP Asia 30
                                                       ProFund VP Short NASDAQ-100
- --------------------------------------------------------------------------------------------------------------



 *  Detailed Information regarding these optional benefits can be found in the
    "Living Benefits" and "Death Benefit" sections of this Prospectus.

                                      17






    -----------------------------------------------------------------------
     STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                 ADVISOR/
                                                          SUB-ADVISOR
    -----------------------------------------------------------------------
                       ADVANCED SERIES TRUST
    -----------------------------------------------------------------------
      ASSET     AST Advanced Strategies Portfolio:         LSV Asset
     ALLOCA     seeks a high level of absolute            Management;
      TION/     return. The Portfolio invests           Marsico Capital
     BALANCED   primarily in a diversified portfolio    Management, LLC;
                of equity and fixed income             Pacific Investment
                securities across different                Management
                investment categories and investment      Company LLC
                managers. The Portfolio pursues a       (PIMCO); T. Rowe
                combination of traditional and         Price Associates,
                non-traditional investment             Inc.; William Blair
                strategies.                              & Company, LLC
    -----------------------------------------------------------------------
      ASSET     AST Aggressive Asset Allocation          AST Investment
     ALLOCA     Portfolio: seeks the highest            Services, Inc. &
      TION/     potential total return consistent          Prudential
     BALANCED   with its specified level of risk        Investments LLC/
                tolerance. The Portfolio will invest       Prudential
                its assets in several other Advanced    Investments LLC
                Series Trust Portfolios. Under
                normal market conditions, the
                Portfolio will devote approximately
                100% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                92.5% to 100%) and the remainder of
                its net assets to underlying
                portfolios investing primarily in
                debt securities and money market
                instruments (with a range of 0% -
                7.5%).
    -----------------------------------------------------------------------
      LARGE     AST AllianceBernstein Core Value       AllianceBernstein
       CAP      Portfolio: seeks long-term capital            L.P.
      VALUE     growth by investing primarily in
                common stocks. The subadviser
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound.
                The subadviser seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
    -----------------------------------------------------------------------
      LARGE     AST AllianceBernstein Growth &         AllianceBernstein
       CAP      Income Portfolio: seeks long-term             L.P.
      VALUE     growth of capital and income while
                attempting to avoid excessive
                fluctuations in market value. The
                Portfolio normally will invest in
                common stocks (and securities
                convertible into common stocks). The
                subadviser will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects.
    -----------------------------------------------------------------------
      LARGE     AST American Century Income & Growth    American Century
       CAP      Portfolio: seeks capital growth with       Investment
      VALUE     current income as a secondary           Management, Inc.
                objective. The Portfolio invests
                primarily in common stocks that
                offer potential for capital growth,
                and may, consistent with its
                investment objective, invest in
                stocks that offer potential for
                current income. The subadviser
                utilizes a quantitative management
                technique with a goal of building an
                equity portfolio that provides
                better returns than the S&P 500
                Index without taking on significant
                additional risk and while attempting
                to create a dividend yield that will
                be greater than the S&P 500 Index.
    -----------------------------------------------------------------------
      ASSET     AST American Century Strategic          American Century
     ALLOCA     Allocation Portfolio: seeks                Investment
      TION/     long-term capital growth with some      Management, Inc.
     BALANCED   regular income. The Portfolio will
                invest, under normal circumstances,
                in any type of U.S. or foreign
                equity security that meets certain
                fundamental and technical standards.
                The portfolio managers will draw on
                growth, value and quantitative
                investment techniques in managing
                the equity portion of the Portfolio
                and diversify the Portfolio's
                investments among small, medium and
                large companies.
    -----------------------------------------------------------------------
      ASSET     AST Balanced Asset Allocation            AST Investment
     ALLOCA     Portfolio: seeks the highest            Services, Inc. &
      TION/     potential total return consistent          Prudential
     BALANCED   with its specified level of risk        Investments LLC/
                tolerance. The Portfolio will invest       Prudential
                its assets in several other Advanced    Investments LLC
                Series Trust Portfolios. Under
                normal market conditions, the
                Portfolio will devote approximately
                75% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                67.5% to 80%), and 25% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments (with a range of 20.0%
                to 32.5%).
    -----------------------------------------------------------------------


                                      18




     ---------------------------------------------------------------------
       STYLE/        INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
     ---------------------------------------------------------------------
       FIXED      AST Bond Portfolio 2015: seeks the       Prudential
       INCOME     highest potential total return           Investment
                  consistent with its specified level    Management, Inc.
                  of risk tolerance to meet the
                  parameters established to support
                  the GRO benefits and maintain
                  liquidity to support changes in
                  market conditions for a fixed
                  maturity of 2015. Please note that
                  you may not make purchase payments
                  to this Portfolio, and that this
                  Portfolio is available only with
                  certain living benefits.
     ---------------------------------------------------------------------
       FIXED      AST Bond Portfolio 2018: seeks the       Prudential
       INCOME     highest potential total return           Investment
                  consistent with its specified level    Management, Inc.
                  of risk tolerance to meet the
                  parameters established to support
                  the GRO benefits and maintain
                  liquidity to support changes in
                  market conditions for a fixed
                  maturity of 2018. Please note that
                  you may not make purchase payments
                  to this Portfolio, and that this
                  Portfolio is available only with
                  certain living benefits.
     ---------------------------------------------------------------------
       FIXED      AST Bond Portfolio 2019: seeks the       Prudential
       INCOME     highest potential total return           Investment
                  consistent with its specified level    Management, Inc.
                  of risk tolerance to meet the
                  parameters established to support
                  the GRO benefits and maintain
                  liquidity to support changes in
                  market conditions for a fixed
                  maturity of 2019. Please note that
                  you may not make purchase payments
                  to this Portfolio, and that this
                  Portfolio is available only with
                  certain living benefits.
     ---------------------------------------------------------------------
       ASSET      AST Capital Growth Asset Allocation    AST Investment
       ALLOCA     Portfolio: seeks the highest           Services, Inc. &
       TION/      potential total return consistent        Prudential
      BALANCED    with its specified level of risk       Investments LLC/
                  tolerance. The Portfolio will invest     Prudential
                  its assets in several other Advanced   Investments LLC
                  Series Trust Portfolios. Under
                  normal market conditions, the
                  Portfolio will devote approximately
                  65% of its net assets to underlying
                  portfolios investing primarily in
                  equity securities (with a range of
                  57.5% to 72.5%, and 35% of its net
                  assets to underlying portfolios
                  investing primarily in debt
                  securities and money market
                  instruments (with a range of 27.5%
                  to 42.5%).
     ---------------------------------------------------------------------
       ASSET      AST CLS Growth Asset Allocation        CLS Investment
       ALLOCA     Portfolio: seeks the highest              Firm, LLC
       TION/      potential total return consistent
       GROWTH     with its specified level of risk
                  tolerance. Under normal
                  circumstances, at least 90% of the
                  Portfolio's assets will be invested
                  in other portfolios of Advanced
                  Series Trust (the underlying
                  portfolios) while no more than 10%
                  of the Portfolio's assets may be
                  invested in exchange traded funds
                  (ETFs). Under normal market
                  conditions, the Portfolio will
                  devote from 60% to 80% of its net
                  assets to underlying portfolios and
                  ETFs investing primarily in equity
                  securities, and from 20% to 40% of
                  its net assets to underlying
                  portfolios and ETFs investing
                  primarily in debt securities and
                  money market instruments.
     ---------------------------------------------------------------------
       ASSET      AST CLS Moderate Asset Allocation      CLS Investment
       ALLOCA     Portfolio: seeks the highest              Firm, LLC
       TION/      potential total return consistent
       GROWTH     with its specified level of risk
                  tolerance. Under normal
                  circumstances, at least 90% of the
                  Portfolio's assets will be invested
                  in other portfolios of Advanced
                  Series Trust (the underlying
                  portfolios) while no more than 10%
                  of the Portfolio's assets may be
                  invested in exchange traded funds
                  (ETFs). Under normal market
                  conditions, the Portfolio will
                  devote from 40% to 60% of its net
                  assets to underlying portfolios and
                  ETFs investing primarily in equity
                  securities, and from 40% to 60% of
                  its net assets to underlying
                  portfolios and ETFs investing
                  primarily in debt securities and
                  money market instruments.
     ---------------------------------------------------------------------
      SPECIALTY   AST Cohen & Steers Realty Portfolio:   Cohen & Steers
                  seeks to maximize total return             Capital
                  through investment in real estate      Management, Inc.
                  securities. The Portfolio pursues
                  its investment objective by
                  investing, under normal
                  circumstances, at least 80% of its
                  net assets in common stocks and
                  other equity securities issued by
                  real estate companies, such as real
                  estate investment trusts (REITs).
                  Under normal circumstances, the
                  Portfolio will invest substantially
                  all of its assets in the equity
                  securities of real estate companies,
                  i.e., a company that derives at
                  least 50% of its revenues from the
                  ownership, construction, financing,
                  management or sale of real estate or
                  that has at least 50% of its assets
                  in real estate. Real estate
                  companies may include real estate
                  investment trusts (REITs).
     ---------------------------------------------------------------------
       ASSET      AST Conservative Asset Allocation      AST Investment
       ALLOCA     Portfolio: seeks the highest           Services, Inc. &
       TION/      potential total return consistent        Prudential
      BALANCED    with its specified level of risk       Investments LLC/
                  tolerance. The Portfolio will invest     Prudential
                  its assets in several other Advanced   Investments LLC
                  Series Trust Portfolios. Under
                  normal market conditions, the
                  Portfolio will devote approximately
                  55% of its net assets to underlying
                  portfolios investing primarily in
                  equity securities (with a range of
                  47.5% to 62.5%), and 45% of its net
                  assets to underlying portfolios
                  investing primarily in debt
                  securities and money market
                  instruments (with a range of 37.5%
                  to 52.5%.
     ---------------------------------------------------------------------


                                      19




   -------------------------------------------------------------------------
    STYLE/        INVESTMENT OBJECTIVES/POLICIES            PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   -------------------------------------------------------------------------
     LARGE     AST DeAM Large-Cap Value Portfolio:          Deutsche
      CAP      seeks maximum growth of capital by          Investment
     VALUE     investing primarily in the value            Management
               stocks of larger companies. The           Americas, Inc.
               Portfolio pursues its objective,
               under normal market conditions, by
               primarily investing at least 80% of
               the value of its assets in the
               equity securities of large-sized
               companies included in the Russell
               1000(R) Value Index. The subadviser
               employs an investment strategy
               designed to maintain a portfolio of
               equity securities which approximates
               the market risk of those stocks
               included in the Russell 1000(R)
               Value Index, but which attempts to
               outperform the Russell 1000(R) Value
               Index through active stock selection.
   -------------------------------------------------------------------------
     SMALL     AST DeAM Small-Cap Value Portfolio:          Deutsche
      CAP      seeks maximum growth of investors'          Investment
     VALUE     capital by investing primarily in           Management
               the value stocks of smaller               Americas, Inc.
               companies. The Portfolio pursues its
               objective, under normal market
               conditions, by primarily investing
               at least 80% of its total assets in
               the equity securities of small-sized
               companies included in the Russell
               2000(R) Value Index. The subadviser
               employs an investment strategy
               designed to maintain a portfolio of
               equity securities which approximates
               the market risk of those stocks
               included in the Russell 2000(R)
               Value Index, but which attempts to
               outperform the Russell 2000(R) Value
               Index.
   -------------------------------------------------------------------------
     SMALL     AST Federated Aggressive Growth          Federated Equity
      CAP      Portfolio: seeks capital growth. The        Management
    GROWTH     Portfolio pursues its investment            Company of
               objective by investing primarily in        Pennsylvania/
               the stocks of small companies that       Federated Global
               are traded on national security             Investment
               exchanges, NASDAQ stock exchange and     Management Corp.;
               the over- the-counter-market. Small       Federated MDTA
               companies will be defined as                    LLC
               companies with market
               capitalizations similar to companies
               in the Russell 2000 Growth Index.
   -------------------------------------------------------------------------
     ASSET     AST First Trust Balanced Target         First Trust Advisors
    ALLOCA     Portfolio: seeks long-term capital             L.P.
     TION/     growth balanced by current income.
    BALANCED   The Portfolio seeks to achieve its
               objective by investing approximately
               65% in common stocks and
               approximately 35% in fixed income
               securities. The Portfolio allocates
               the equity portion of the portfolio
               across five uniquely specialized
               strategies - The Dow(R) Target
               Dividend, the Value Line(R) Target
               25, the Global Dividend Target 15,
               the NYSE(R) International Target 25,
               and the Target Small Cap. Each
               strategy employs a quantitative
               approach by screening common stocks
               for certain attributes and/or using
               a multi-factor scoring system to
               select the common stocks. The fixed
               income allocation is determined by
               the Dow Jones Income strategy which
               utilizes certain screens to select
               bonds from the Dow Jones Corporate
               Bond Index or like-bonds not in the
               index.
   -------------------------------------------------------------------------
     ASSET     AST First Trust Capital Appreciation    First Trust Advisors
    ALLOCA     Target Portfolio: seeks long-term              L.P.
     TION/     capital growth. The Portfolio seeks
    BALANCED   to achieve its objective by
               investing approximately 80% in
               common stocks and 20% in fixed
               income securities. The portfolio
               allocates the equity portion of the
               portfolio across five uniquely
               specialized strategies - the Value
               Line(R) Target 25, the Global
               Dividend Target 15, the Target Small
               Cap, the Nasdaq(R) Target 15, and
               the NYSE(R) International Target 25.
               Each strategy employs a quantitative
               approach by screening common stocks
               for certain attributes and/or using
               a multi-factor scoring system to
               select the common stocks. The fixed
               income allocation is determined by
               the Dow Jones Income strategy which
               utilizes certain screens to select
               bonds from the Dow Jones Corporate
               Bond Index or like-bonds not in the
               index.
   -------------------------------------------------------------------------
     LARGE     AST Goldman Sachs Concentrated             Goldman Sachs
      CAP      Growth Portfolio: seeks long-term        Asset Management,
    GROWTH     growth of capital. The Portfolio               L.P.
               will pursue its objective by
               investing primarily in equity
               securities of companies that the
               subadviser believes have the
               potential to achieve capital
               appreciation over the long-term. The
               Portfolio seeks to achieve its
               investment objective by investing,
               under normal circumstances, in
               approximately 30 - 45 companies that
               are considered by the subadviser to
               be positioned for long-term growth.
   -------------------------------------------------------------------------


                                      20




     ---------------------------------------------------------------------
      STYLE/       INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                ADVISOR/
                                                          SUB-ADVISOR
     ---------------------------------------------------------------------
      MID CAP   AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
      GROWTH    Portfolio: seeks long-term capital     Asset Management,
                growth. The Portfolio pursues its            L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in
                medium-sized companies. Medium-sized
                companies are those whose market
                capitalizations (measured at the
                time of investment) fall within the
                range of companies in the Russell
                Mid-cap Growth Index. The subadviser
                seeks to identify individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large.
     ---------------------------------------------------------------------
      SMALL     AST Goldman Sachs Small-Cap Value        Goldman Sachs
       CAP      Portfolio: seeks long-term capital     Asset Management,
      VALUE     appreciation. The Portfolio will             L.P.
                seek its objective through
                investments primarily in equity
                securities that are believed to be
                undervalued in the marketplace. The
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets plus any
                borrowings for investment purposes
                in small capitalization companies.
                The 80% investment requirement
                applies at the time the Portfolio
                invests its assets. The Portfolio
                generally defines small
                capitalization companies as
                companies with market
                capitalizations that are within the
                range of the Russell 2000 Value
                Index at the time of purchase.
     ---------------------------------------------------------------------
      FIXED     AST High Yield Portfolio: seeks        Pacific Investment
      INCOME    maximum total return, consistent          Management
                with preservation of capital and          Company LLC
                prudent investment management. The          (PIMCO)
                Portfolio invests, under normal
                circumstances, at least 80% of its
                net assets plus any borrowings for
                investment purposes (measured at
                time of purchase) in high yield,
                fixed-income securities that, at the
                time of purchase, are non-investment
                grade securities. Such securities
                are commonly referred to as "junk
                bonds".
     ---------------------------------------------------------------------
      ASSET     AST Horizon Growth Asset Allocation         Horizon
      ALLOCA    Portfolio: seeks the highest           Investments, LLC
      TION/     potential total return consistent
      GROWTH    with its specified level of risk
                tolerance. Under normal
                circumstances, at least 90% of the
                Portfolio's assets will be invested
                in other portfolios of Advanced
                Series Trust (the underlying
                portfolios) while no more than 10%
                of the Portfolio's assets may be
                invested in exchange traded funds
                (ETFs). Under normal market
                conditions, the Portfolio will
                devote from 60% to 80% of its net
                assets to underlying portfolios and
                ETFs investing primarily in equity
                securities, and from 20% to 40% of
                its net assets to underlying
                portfolios and ETFs investing
                primarily in debt securities and
                money market instruments.
     ---------------------------------------------------------------------
      ASSET     AST Horizon Moderate Asset                  Horizon
      ALLOCA    Allocation Portfolio: seeks the        Investments, LLC
      TION/     highest potential total return
      GROWTH    consistent with its specified level
                of risk tolerance. Under normal
                circumstances, at least 90% of the
                Portfolio's assets will be invested
                in other portfolios of Advanced
                Series Trust (the underlying
                portfolios) while no more than 10%
                of the Portfolio's assets may be
                invested in exchange traded funds
                (ETFs). Under normal market
                conditions, the Portfolio will
                devote from 40% to 60% of its net
                assets to underlying portfolios and
                ETFs investing primarily in equity
                securities, and from 40% to 60% of
                its net assets to underlying
                portfolios and ETFs investing
                primarily in debt securities and
                money market instruments.
     ---------------------------------------------------------------------
      INTERNA   AST International Growth Portfolio:     Marsico Capital
      TIONAL    seeks long-term capital growth.        Management, LLC;
      EQUITY    Under normal circumstances, the         William Blair &
                Portfolio invests at least 80% of        Company, LLC
                the value of its assets in
                securities of issuers that are
                economically tied to countries other
                than the United States. Although the
                Portfolio intends to invest at least
                80% of its assets in the securities
                of issuers located outside the
                United States, it may at times
                invest in U.S. issuers and it may
                invest all of its assets in fewer
                than five countries or even a single
                country. The Portfolio looks
                primarily for stocks of companies
                whose earnings are growing at a
                faster rate than other companies or
                which offer attractive growth.
     ---------------------------------------------------------------------
      INTERNA   AST International Value Portfolio:         LSV Asset
      TIONAL    seeks long-term capital                   Management;
      EQUITY    appreciation. The Portfolio normally       Thornburg
                invests at least 80% of the               Investment
                Portfolio's assets in equity           Management, Inc.
                securities. The Portfolio will
                invest at least 65% of its net
                assets in the equity securities of
                companies in at least three
                different countries, without limit
                as to the amount of assets that may
                be invested in a single country.
     ---------------------------------------------------------------------


                                      21




     ---------------------------------------------------------------------
      STYLE/       INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                ADVISOR/
                                                          SUB-ADVISOR
     ---------------------------------------------------------------------
      FIXED     AST Investment Grade Bond Portfolio:      Prudential
      INCOME    seeks the highest potential total         Investment
                return consistent with its specified   Management, Inc.
                level of risk tolerance to meet the
                parameters established to support
                the Highest Daily Lifetime Seven
                benefits and maintain liquidity to
                support changes in market conditions
                for a fixed duration (weighted
                average maturity) of about 6 years.
                Please note that you may not make
                purchase payments to this Portfolio,
                and that this Portfolio is available
                only with certain living benefits.
     ---------------------------------------------------------------------
      INTERNA   AST JPMorgan International Equity         J.P. Morgan
      TIONAL    Portfolio: seeks long-term capital        Investment
      EQUITY    growth by investing in a diversified   Management, Inc.
                portfolio of international equity
                securities. The Portfolio seeks to
                meet its objective by investing,
                under normal market conditions, at
                least 80% of its assets in a
                diversified portfolio of equity
                securities of companies located or
                operating in developed non-U.S.
                countries and emerging markets of
                the world. The equity securities
                will ordinarily be traded on a
                recognized foreign securities
                exchange or traded in a foreign
                over-the-counter market in the
                country where the issuer is
                principally based, but may also be
                traded in other countries including
                the United States.
     ---------------------------------------------------------------------
      LARGE     AST Large-Cap Value Portfolio: seeks     Dreman Value
       CAP      current income and long-term growth     Management LLC;
      VALUE     of income, as well as capital          Hotchkis and Wiley
                appreciation. The Portfolio invests,        Capital
                under normal circumstances, at least    Management LLC;
                80% of its net assets in common           J.P. Morgan
                stocks of large capitalization            Investment
                companies. Large capitalization        Management, Inc.
                companies are those companies with
                market capitalizations within the
                market capitalization range of the
                Russell 1000 Value Index.
     ---------------------------------------------------------------------
      FIXED     AST Lord Abbett Bond-Debenture         Lord, Abbett & Co.
      INCOME    Portfolio: seeks high current income          LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. The Portfolio invests, under
                normal circumstances, at least 80%
                of the value of its assets in fixed
                income securities. The Portfolio
                allocates its assets principally
                among fixed income securities in
                four market sectors: U.S. investment
                grade securities, U.S. high yield
                securities, foreign securities
                (including emerging market
                securities) and convertible
                securities. Under normal
                circumstances, the Portfolio invests
                in each of the four sectors
                described above. However, the
                Portfolio may invest substantially
                all of its assets in any one sector
                at any time, subject to the
                limitation that at least 20% of the
                Portfolio's net assets must be
                invested in any combination of
                investment grade debt securities,
                U.S. Government securities and cash
                equivalents. The Portfolio may also
                make significant investments in
                mortgage-backed securities. Although
                the Portfolio expects to maintain a
                weighted average maturity in the
                range of five to twelve years, there
                are no restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in
                equity securities.
     ---------------------------------------------------------------------
      LARGE     AST Marsico Capital Growth              Marsico Capital
       CAP      Portfolio: seeks capital growth.        Management, LLC
      GROWTH    Income realization is not an
                investment objective and any income
                realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in common stocks of large companies
                that are selected for their growth
                potential. Large capitalization
                companies are companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Growth Index. In selecting
                investments for the Portfolio, the
                subadviser uses an approach that
                combines "top down" macroeconomic
                analysis with "bottom up" stock
                selection. The "top down" approach
                identifies sectors, industries and
                companies that may benefit from the
                trends the subadviser has observed.
                The subadviser then looks for
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large,
                utilizing a "bottom up" stock
                selection process. The Portfolio
                will normally hold a core position
                of between 35 and 50 common stocks.
                The Portfolio may hold a limited
                number of additional common stocks
                at times when the Portfolio manager
                is accumulating new positions,
                phasing out existing or responding
                to exceptional market conditions.
     ---------------------------------------------------------------------


                                      22




     ----------------------------------------------------------------------
      STYLE/       INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
     ----------------------------------------------------------------------
      INTERNA   AST MFS Global Equity Portfolio:          Massachusetts
      TIONAL    seeks capital growth. Under normal      Financial Services
      EQUITY    circumstances the Portfolio invests          Company
                at least 80% of its assets in equity
                securities. The Portfolio will
                invest in the securities of U.S. and
                foreign issuers (including issuers
                in emerging market countries). While
                the portfolio may invest its assets
                in companies of any size, the
                Portfolio generally focuses on
                companies with relatively large
                market capitalizations relative to
                the markets in which they are traded.
     ----------------------------------------------------------------------
      LARGE     AST MFS Growth Portfolio: seeks           Massachusetts
       CAP      long-term capital growth and future,    Financial Services
      GROWTH    rather than current income. Under            Company
                normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in common stocks and
                related securities, such as
                preferred stocks, convertible
                securities and depositary receipts,
                of companies that the subadviser
                believes offer better than average
                prospects for long-term growth. The
                subadviser uses a "bottom up" as
                opposed to a "top down" investment
                style in managing the Portfolio.
     ----------------------------------------------------------------------
      MID CAP   AST Mid Cap Value Portfolio: seeks      EARNEST Partners
      VALUE     to provide capital growth by               LLC; WEDGE
                investing primarily in                       Capital
                mid-capitalization stocks that           Management, LLP
                appear to be undervalued. The
                Portfolio generally invests, under
                normal circumstances, at least 80%
                of the value of its net assets in
                mid- capitalization companies.
                Mid-capitalization companies are
                generally those that have market
                capitalizations, at the time of
                purchase, within the market
                capitalization range of companies
                included in the Russell Midcap Value
                Index during the previous 12-months
                based on month-end data.
     ----------------------------------------------------------------------
      FIXED     AST Money Market Portfolio: seeks          Prudential
      INCOME    high current income while                  Investment
                maintaining high levels of              Management, Inc.
                liquidity. The Portfolio invests in
                high-quality, short-term, U.S.
                dollar denominated corporate, bank
                and government obligations. The
                Portfolio will invest in securities
                which have effective maturities of
                not more than 397 days.
     ----------------------------------------------------------------------
      MID CAP   AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
      GROWTH    Portfolio: seeks capital growth.         Management Inc.
                Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of mid-capitalization companies.
                Mid-capitalization companies are
                those companies whose market
                capitalization is within the range
                of market capitalizations of
                companies in the Russell Midcap(R)
                Growth Index. Using fundamental
                research and quantitative analysis,
                the subadviser looks for
                fast-growing companies that are in
                new or rapidly evolving industries.
     ----------------------------------------------------------------------
      MID CAP   AST Neuberger Berman Mid-Cap Value      Neuberger Berman
      VALUE     Portfolio: seeks capital growth.         Management Inc.
                Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of medium capitalization companies.
                For purposes of the Portfolio,
                companies with market
                capitalizations that fall within the
                range of the Russell Midcap(R) Index
                at the time of investment are
                considered medium capitalization
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies.
                Under the Portfolio's value-oriented
                investment approach, the subadviser
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
     ----------------------------------------------------------------------
      SMALL     AST Neuberger Berman Small-Cap          Neuberger Berman
       CAP      Growth Portfolio: seeks maximum          Management Inc.
      GROWTH    growth of investors' capital from a
                portfolio of growth stocks of
                smaller companies. The Portfolio
                pursues its objective, under normal
                circumstances, by primarily
                investing at least 80% of its total
                assets in the equity securities of
                small-sized companies included in
                the Russell 2000 Growth(R) Index.
     ----------------------------------------------------------------------
      ASSET     AST Niemann Capital Growth Asset         Neimann Capital
      ALLOCA    Allocation Portfolio: seeks the          Management Inc.
      TION/     highest potential total return
      GROWTH    consistent with its specified level
                of risk tolerance. Under normal
                circumstances, at least 90% of the
                Portfolio's assets will be invested
                in other portfolios of Advanced
                Series Trust (the underlying
                portfolios) while no more than 10%
                of the Portfolio's assets may be
                invested in exchange traded funds
                (ETFs). Under normal market
                conditions, the Portfolio will
                devote from 60% to 80% of its net
                assets to underlying portfolios and
                ETFs investing primarily in equity
                securities, and from 20% to 40% of
                its net assets to underlying
                portfolios and ETFs investing
                primarily in debt securities and
                money market instruments.
     ----------------------------------------------------------------------


                                      23




     ----------------------------------------------------------------------
      STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
     ----------------------------------------------------------------------
       FIXED     AST PIMCO Limited Maturity Bond        Pacific Investment
      INCOME     Portfolio: seeks to maximize total        Management
                 return consistent with preservation       Company LLC
                 of capital and prudent investment           (PIMCO)
                 management. The Portfolio will
                 invest in a portfolio of
                 fixed-income investment instruments
                 of varying maturities. The average
                 portfolio duration of the Portfolio
                 generally will vary within a one- to
                 three- year time frame based on the
                 subadviser's forecast for interest
                 rates.
     ----------------------------------------------------------------------
       FIXED     AST PIMCO Total Return Bond            Pacific Investment
      INCOME     Portfolio: seeks to maximize total        Management
                 return consistent with preservation       Company LLC
                 of capital and prudent investment           (PIMCO)
                 management. The Portfolio will
                 invest in a portfolio of
                 fixed-income investment instruments
                 of varying maturities.
     ----------------------------------------------------------------------
       ASSET     AST Preservation Asset Allocation       AST Investment
      ALLOCA     Portfolio: seeks the highest           Services, Inc. &
       TION/     potential total return consistent         Prudential
      BALANCED   with its specified level of risk       Investments LLC/
                 tolerance. The Portfolio will invest      Prudential
                 its assets in several other Advanced    Investments LLC
                 Series Trust Portfolios. Under
                 normal market conditions, the
                 Portfolio will devote approximately
                 35% of its net assets to underlying
                 portfolios investing primarily in
                 equity securities (with a range of
                 27.5% to 42.5%), and 65% of its net
                 assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments (with a range of 57.5%
                 to 72.5%.
     ----------------------------------------------------------------------
       LARGE     AST QMA US Equity Portfolio              Quantitative
        CAP      (formerly known as AST                    Management
       BLEND     AllianceBernstein Managed Index 500     Associates LLC
                 Portfolio): seeks to produce returns
                 that exceed those of the benchmark.
                 The portfolio utilizes a long/short
                 investment strategy and will
                 normally invest at least 80% of its
                 net assets plus borrowings in equity
                 and equity related securities of
                 issuers traded on a securities
                 exchange or market in the US. The
                 benchmark index is the Russell
                 1000(R) which is comprised of stocks
                 representing more than 90% of the
                 market cap of the US market and
                 includes the largest 1000 securities
                 in the Russell 3000(R) index.
     ----------------------------------------------------------------------
       SMALL     AST Small-Cap Growth Portfolio:           Eagle Asset
        CAP      seeks long-term capital growth. The       Management;
      GROWTH     Portfolio pursues its objective by     Neuberger Berman
                 investing, under normal                 Management Inc.
                 circumstances, at least 80% of the
                 value of its assets in
                 small-capitalization companies.
                 Small-capitalization companies are
                 those companies with a market
                 capitalization, at the time of
                 purchase, no larger than the largest
                 capitalized company included in the
                 Russell 2000(R) Index at the time of
                 the Portfolio's investment.
     ----------------------------------------------------------------------
       SMALL     AST Small-Cap Value Portfolio: seeks      ClearBridge
        CAP      to provide long-term capital growth     Advisors, LLC;
       VALUE     by investing primarily in                Dreman Value
                 small-capitalization stocks that        Management LLC;
                 appear to be undervalued. The             J.P. Morgan
                 Portfolio invests, under normal           Investment
                 circumstances, at least 80% of the     Management, Inc.;
                 value of its net assets in small          Lee Munder
                 capitalization stocks. Small           Investments, Ltd
                 capitalization stocks are the stocks
                 of companies with market
                 capitalization that are within the
                 market capitalization range of the
                 Russell 2000(R) Value Index.
     ----------------------------------------------------------------------
       ASSET     AST T. Rowe Price Asset Allocation       T. Rowe Price
      ALLOCA     Portfolio: seeks a high level of       Associates, Inc.
       TION/     total return by investing primarily
      BALANCED   in a diversified portfolio of fixed
                 income and equity securities. The
                 Portfolio normally invests
                 approximately 60% of its total
                 assets in equity securities and 40%
                 in fixed income securities. This mix
                 may vary depending on the
                 subadviser's outlook for the
                 markets. The subadviser concentrates
                 common stock investments in larger,
                 more established companies, but the
                 Portfolio may include small and
                 medium-sized companies with good
                 growth prospects. The fixed income
                 portion of the Portfolio will be
                 allocated among investment grade
                 securities, high yield or "junk"
                 bonds, emerging market securities,
                 foreign high quality debt securities
                 and cash reserves.
     ----------------------------------------------------------------------


                                      24




    ------------------------------------------------------------------------
      STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
    ------------------------------------------------------------------------
      FIXED      AST T. Rowe Price Global Bond            T. Rowe Price
      INCOME     Portfolio: seeks to provide high       International, Inc.
                 current income and capital growth by
                 investing in high-quality foreign
                 and U.S. dollar-denominated bonds.
                 The Portfolio will invest at least
                 80% of its total assets in fixed
                 income securities. The Portfolio
                 invests in all types of bonds,
                 including those issued or guaranteed
                 by U.S. or foreign governments or
                 their agencies and by foreign
                 authorities, provinces and
                 municipalities as well as investment
                 grade corporate bonds, mortgage and
                 asset-backed securities, and
                 high-yield bonds of U.S. and foreign
                 issuers. The Portfolio generally
                 invests in countries where the
                 combination of fixed-income returns
                 and currency exchange rates appears
                 attractive, or, if the currency
                 trend is unfavorable, where the
                 subadviser believes that the
                 currency risk can be minimized
                 through hedging. The Portfolio may
                 also invest up to 20% of its assets
                 in the aggregate in below
                 investment-grade, high-risk bonds
                 ("junk bonds"). In addition, the
                 Portfolio may invest up to 30% of
                 its assets in mortgage- related
                 (including mortgage dollar rolls and
                 derivatives, such as collateralized
                 mortgage obligations and stripped
                 mortgage securities) and
                 asset-backed securities.
    ------------------------------------------------------------------------
      LARGE      AST T. Rowe Price Large-Cap Growth       T. Rowe Price
       CAP       Portfolio: seeks long-term growth of    Associates, Inc.
      GROWTH     capital by investing predominantly
                 in the equity securities of a
                 limited number of large, carefully
                 selected, high-quality U.S.
                 companies that are judged likely to
                 achieve superior earnings growth.
                 The Portfolio takes a growth
                 approach to investment selection and
                 normally invests at least 80% of its
                 net assets in the common stocks of
                 large companies. Large companies are
                 defined as those whose market cap is
                 larger than the median market cap of
                 companies in the Russell 1000 Growth
                 Index as of the time of purchase.
    ------------------------------------------------------------------------
     SPECIALTY   AST T. Rowe Price Natural Resources      T. Rowe Price
                 Portfolio: seeks long-term capital      Associates, Inc.
                 growth primarily through the common
                 stocks of companies that own or
                 develop natural resources (such as
                 energy products, precious metals and
                 forest products) and other basic
                 commodities. The Portfolio invests,
                 under normal circumstances, at least
                 80% of the value of its assts in
                 natural resource companies. The
                 Portfolio may also invest in
                 non-resource companies with the
                 potential for growth. The Portfolio
                 looks for companies that have the
                 ability to expand production, to
                 maintain superior exploration
                 programs and production facilities,
                 and the potential to accumulate new
                 resources. Although at least 50% of
                 Portfolio assets will be invested in
                 U.S. securities, up to 50% of total
                 assets also may be invested in
                 foreign securities.
    ------------------------------------------------------------------------
      ASSET      AST UBS Dynamic Alpha Portfolio:        UBS Global Asset
      ALLOCA     seeks to maximize total return,            Management
      TION/      consisting of capital appreciation      (Americas) Inc.
     BALANCED    and current income. The Portfolio
                 invests in securities and financial
                 instruments to gain exposure to
                 global equity, global fixed income
                 and cash equivalent markets,
                 including global currencies. The
                 Portfolio may invest in equity and
                 fixed income securities of issuers
                 located within and outside the
                 United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's subadviser, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
    ------------------------------------------------------------------------
      FIXED      AST Western Asset Core Plus Bond         Western Asset
      INCOME     Portfolio: seeks to maximize total         Management
                 return, consistent with prudent             Company
                 investment management and liquidity
                 needs, by investing to obtain its
                 average specified duration. The
                 Portfolio's current target average
                 duration is generally 2.5 to 7
                 years. The Portfolio pursues this
                 objective by investing in all major
                 fixed income sectors with a bias
                 towards non-Treasuries.
    ------------------------------------------------------------------------
                      THE PRUDENTIAL SERIES FUND
    ------------------------------------------------------------------------
     INTERNA     SP International Growth Portfolio:      Marsico Capital
      TIONAL     seeks long-term capital                 Management, LLC;
      EQUITY     appreciation. The Portfolio invests     William Blair &
                 primarily in equity-related              Company, LLC.
                 securities of foreign issuers. The
                 Portfolio invests primarily in the
                 common stock of large and
                 medium-sized foreign companies,
                 although it may also invest in
                 companies of all sizes. Under normal
                 circumstances, the Portfolio invests
                 at least 65% of its total assets in
                 common stock of foreign companies
                 operating or based in at least five
                 different countries, which may
                 include countries with emerging
                 markets. The Portfolio looks
                 primarily for stocks of companies
                 whose earnings are growing at a
                 faster rate than other companies or
                 which offer attractive growth
                 potential.
    ------------------------------------------------------------------------


                                      25




    ------------------------------------------------------------------------
      STYLE/        INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
       TYPE                                                  ADVISOR/
                                                            SUB-ADVISOR
    ------------------------------------------------------------------------
                     AIM VARIABLE INSURANCE FUNDS
    ------------------------------------------------------------------------
     MID CAP     AIM Variable Insurance Funds - AIM      Advisor: Invesco
      GROWTH     V.I. Dynamics Fund - Series I           Aim Advisors, Inc.
                 shares: The investment objective is       Sub-advisor:
                 long-term capital growth. The           Advisory entities
                 Portfolio pursues its objective by       affiliated with
                 normally investing at least 65% of         Invesco Aim
                 its assets in equity securities of       Advisors, Inc.
                 mid-sized companies that are
                 included in the Russell Midcap(R)
                 Growth Index at the time of purchase.
    ------------------------------------------------------------------------
     SPECIALTY   AIM Variable Insurance Funds - AIM      Advisor: Invesco
                 V.I. Financial Services Fund -          Aim Advisors, Inc.
                 Series I shares: The investment           Sub-advisor:
                 objective is capital growth. The        Advisory entities
                 Portfolio normally invests at least      affiliated with
                 80% of its net assets, plus the            Invesco Aim
                 amount of any borrowings for             Advisors, Inc.
                 investment purposes, in equity
                 securities of issuers engaged
                 primarily in financial
                 services-related industries.
    ------------------------------------------------------------------------
     SPECIALTY   AIM Variable Insurance Funds - AIM      Advisor: Invesco
                 V.I. Global Health Care Fund -          Aim Advisors, Inc.
                 Series I shares: The investment           Sub-advisor:
                 objective is capital growth. The        Advisory entities
                 Portfolio normally invests at least      affiliated with
                 80% of its net assets in securities        Invesco Aim
                 of health care industry companies.       Advisors, Inc.
    ------------------------------------------------------------------------
     SPECIALTY   AIM Variable Insurance Funds - AIM      Advisor: Invesco
                 V.I. Technology Fund - Series I         Aim Advisors, Inc.
                 shares: The investment objective is
                 capital growth. The Portfolio
                 normally invests at least 80% of its
                 net assets, plus the amount of any
                 borrowings for investment purposes,
                 in equity securities and
                 equity-related instruments of
                 companies engaged in
                 technology-related industries.
                 Companies in technology-related
                 industries include, but are not
                 limited to, those involved in the
                 design, manufacture, distribution,
                 licensing, or provision of various
                 applied technologies, hardware,
                 software, semiconductors,
                 telecommunications equipment and
                 services and service-related
                 companies in information technology.
    ------------------------------------------------------------------------
                   EVERGREEN VARIABLE ANNUITY TRUST
    ------------------------------------------------------------------------
      SMALL      Evergreen VA Growth: seeks long-term        Evergreen
       CAP       capital growth. The Portfolio              Investment
      GROWTH     invests at least 75% of its assets         Management
                 in common stocks of small- and            Company, LLC
                 medium-sized companies (i.e.,
                 companies whose market
                 capitalizations fall within the
                 market capitalization range of the
                 companies tracked by the Russell
                 2000(R) Growth Index, measured at
                 the time of purchase). The remaining
                 portion of the Portfolio's assets
                 may be invested in companies of any
                 size. The Portfolio's managers
                 employ a growth-style of equity
                 management and will generally seek
                 to purchase stocks of companies that
                 have demonstrated earnings growth
                 potential which they believe is not
                 yet reflected in the stock's market
                 price. The Portfolio's managers
                 consider potential earnings growth
                 above the average earnings growth of
                 companies included in the Russell
                 2000(R) Growth Index as a key factor
                 in selecting investments.
    ------------------------------------------------------------------------
     INTERNA     Evergreen VA International Equity:          Evergreen
      TIONAL     seeks long-term capital growth and         Investment
      EQUITY     secondarily, modest income. The            Management
                 Portfolio will normally invest at         Company, LLC
                 least 80% of its assets in equity
                 securities issued by, in the
                 manager's opinion, established and
                 quality non-U.S. companies located
                 in countries with developed markets.
                 The Portfolio may purchase
                 securities across all market
                 capitalizations. The Portfolio
                 normally invests at least 65% of its
                 assets in securities of companies in
                 at least three countries (other than
                 the U.S.). The Portfolio may also
                 invest in emerging markets. The
                 Portfolio's managers seek both
                 growth and value opportunities For
                 growth investments, the Portfolio's
                 manager seeks, among other things,
                 good business models, good
                 management and growth in cash flows.
                 For value investments, the
                 Portfolio's manager seeks, among
                 other things, companies that are
                 undervalued in the marketplace
                 compared to their assets. The
                 Portfolio normally intends to seek
                 modest income from dividends paid by
                 its equity holdings. Other than cash
                 and cash equivalents, the Portfolio
                 intends to invest substantially all
                 of its assets in the securities of
                 non-U.S. issuers.
    ------------------------------------------------------------------------


                                      26




   -------------------------------------------------------------------------
     STYLE/        INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
      TYPE                                                  ADVISOR/
                                                           SUB-ADVISOR
   -------------------------------------------------------------------------
    SPECIALTY   Evergreen VA Omega: seeks long-term         Evergreen
                capital growth. The Portfolio              Investment
                invests primarily, and under normal        Management
                conditions substantially all of its       Company, LLC
                assets, in common stocks of U.S.
                companies across any market
                capitalizations. The Portfolio's
                manager employs a growth style of
                equity management that seeks to
                emphasizes companies with cash flow
                growth, sustainable competitive
                advantages, returns on invested
                capital above their cost of capital
                and the ability to manage for
                profitable growth that can create
                long-term value for shareholders.
   -------------------------------------------------------------------------
                 FIRST DEFINED PORTFOLIO FUND, LLC
   -------------------------------------------------------------------------
    SPECIALTY   First Trust Target Focus Four          First Trust Advisors
                Portfolio (formerly, First Trust 10           L.P.
                Uncommon Values Portfolio): seeks to
                provide above-average capital
                appreciation. The Portfolio seeks to
                achieve its objective by investing
                in the common stocks of companies
                which are selected by applying four
                separate uniquely specialized
                strategies. (the "Focus Four
                Strategy"). The Focus Four Strategy
                adheres to a disciplined investment
                process that targets the following
                four strategies: The Dow(R) Target
                Dividend Strategy, Value Line(R)
                Target 25 Strategy, S&P Target SMid
                60 Strategy, and NYSE(R)
                International Target 25 Strategy.
   -------------------------------------------------------------------------
    SPECIALTY   Global Dividend Target 15 Portfolio:   First Trust Advisors
                seeks to provide above-average total          L.P.
                return. The Portfolio seeks to
                achieve its objective by investing
                in common stocks issued by companies
                that are expected to provide income
                and to have the potential for
                capital appreciation. The Portfolio
                invests primarily in the common
                stocks of the companies which are
                components of the Dow Jones
                Industrial Average/sm/ ("DJIA/sm/"),
                the Financial Times Industrial
                Ordinary Share Index ("FT Index")
                and the Hang Seng Index. The
                Portfolio primarily consists of
                common stocks of the five companies
                with the lowest per share stock
                prices of the ten companies in each
                of the DJIA/sm/, FT Index and Hang
                Seng Index, respectively, that have
                the highest dividend yields in the
                respective index on or about the
                applicable stock selection date.
                Each security is initially equally
                weighted in the portfolio.
   -------------------------------------------------------------------------
    SPECIALTY   NASDAQ(R) Target 15 Portfolio: seeks   First Trust Advisors
                to provide above-average total                L.P.
                return. Beginning with the stocks in
                the NASDAQ-100 Index(R) on or about
                the applicable stock selection date,
                the Portfolio selects fifteen stocks
                based on a multi-factor model. A
                modified market capitalization
                approach is used to weight each
                security in the portfolio.
   -------------------------------------------------------------------------
    SPECIALTY   S&P(R) Target 24 Portfolio: seeks to   First Trust Advisors
                provide above-average total return.           L.P.
                Beginning with the stocks in the
                Standard & Poor's 500 Index ("S&P
                500 Index"), on or about the
                applicable stock selection date, the
                Portfolio selects three stocks from
                each of the eight largest economic
                sectors of the S&P 500 Index. The
                twenty four stocks are selected
                based on a multi-factor model and a
                modified market capitalization
                approach is used to weight each
                security in the portfolio.
   -------------------------------------------------------------------------
    SPECIALTY   Target Managed VIP Portfolio: seeks    First Trust Advisors
                to provide above-average total                L.P.
                return. The Portfolio seeks to
                achieve its objective by investing
                in common stocks of the companies
                that are identified based on six
                uniquely specialized strategies -
                The Dow(R) DART 5, the European
                Target 20, the NASDAQ(R) Target 15,
                the S&P(R) Target 24, the Target
                Small-Cap and the Value Line(R)
                Target 25. Each strategy employs a
                quantitative approach by screening
                common stocks for certain attributes
                and/or using a multi-factor scoring
                system to select the common stocks.
   -------------------------------------------------------------------------
    SPECIALTY   The Dow(R) Target Dividend             First Trust Advisors
                Portfolio: seeks to provide                   L.P.
                above-average total return. The
                Portfolio seeks to achieve its
                objective by investing in common
                stocks issued by companies that are
                expected to provide income and to
                have the potential for capital
                appreciation. Beginning with the
                stocks in The Dow Jones Select
                Dividend Index/sm/, on or about the
                applicable stock selection date, the
                Portfolio selects twenty common
                stocks based on a multi-factor
                model. Each security is initially
                equally weighted in the portfolio.
   -------------------------------------------------------------------------
    SPECIALTY   The Dow(R) DART 10 Portfolio: seeks    First Trust Advisors
                to provide above-average total                L.P.
                return. The Portfolio seeks to
                achieve its objective by investing
                in common stocks issued by companies
                that are expected to provide income
                and to have the potential for
                capital appreciation. The Portfolio
                invests primarily in the common
                stocks of the ten companies in the
                DJIA that have the highest combined
                dividend yields and buyback ratios
                on or about the applicable stock
                selection date. Each security is
                initially equally weighted in the
                portfolio.
   -------------------------------------------------------------------------


                                      27




   --------------------------------------------------------------------------
     STYLE/        INVESTMENT OBJECTIVES/POLICIES            PORTFOLIO
      TYPE                                                   ADVISOR/
                                                            SUB-ADVISOR
   --------------------------------------------------------------------------
    SPECIALTY   Value Line(R) Target 25 Portfolio:      First Trust Advisors
                seeks to provide above-average                 L.P.
                capital appreciation. The Portfolio
                seeks to achieve its objective by
                investing in 25 of the 100 common
                stocks that Value Line(R) gives a #1
                ranking for Timelines/tm/ which have
                recently exhibited certain positive
                financial attributes. Value Line(R)
                ranks approximately 1,700 stocks of
                which 100 are given their #1 ranking
                for Timeliness(TM) which measures
                Value Line's view of their probable
                price performance during the next
                six to 12 months relative to the
                others. Beginning with the 100
                stocks that Value Line(R) ranks #1
                for Timeliness(TM), on or about the
                applicable stock selection date, the
                Portfolio selects twenty five stocks
                based on a multi-factor model. A
                modified market capitalization
                approach is used to weight each
                security in the portfolio.
   --------------------------------------------------------------------------
                    FRANKLIN TEMPLETON VARIABLE
                      INSURANCE PRODUCTS TRUST
   --------------------------------------------------------------------------
    MODERATE    Franklin Templeton Founding Funds       Franklin Templeton
     ALLOCA     Allocation Fund: Seeks capital             Services, LLC
      TION      appreciation, with income as a
                secondary goal. The Fund normally
                invests equal portions in Class 1
                shares of Franklin Income Securities
                Fund; Mutual Shares Securities Fund;
                and Templeton Growth Securities Fund.
   --------------------------------------------------------------------------
                NATIONWIDE VARIABLE INSURANCE TRUST
   --------------------------------------------------------------------------
    INTERNA     Gartmore NVIT Developing Markets          NWD Management
     TIONAL     Fund: seeks long-term capital            & Research Trust/
     EQUITY     appreciation, under normal                Gartmore Global
                conditions by investing at least 80%         Partners
                of the value of its net assets in
                equity securities of companies of
                any size based in the world's
                developing market countries. Under
                normal market conditions,
                investments are maintained in at
                least six countries at all times
                with no more than 35% of the value
                of its net assets invested in
                securities of any one country.
   --------------------------------------------------------------------------
                             PROFUND VP
   --------------------------------------------------------------------------
    Each ProFund VP portfolio described below pursues an investment
    strategy that seeks to provide daily investment results, before fees
    and expenses, that match a widely followed index, increased by a
    specified factor relative to the index, or that match the inverse of
    the index or the inverse of the index multiplied by a specified factor.
    The investment strategy of some of the portfolios may magnify (both
    positively and negatively) the daily investment results of the
    applicable index. It is recommended that only those Annuity Owners who
    engage a financial advisor to allocate their account value using a
    strategic or tactical asset allocation strategy invest in these
    portfolios. The Portfolios are arranged based on the index on which its
    investment strategy is based.
   --------------------------------------------------------------------------
    SPECIALTY   ProFund VP Bull: seeks daily             ProFund Advisors
                investment results, before fees and             LLC
                expenses, that correspond to the
                daily performance of the S&P 500(R)
                Index.
   --------------------------------------------------------------------------
    SPECIALTY   ProFund VP Bear: seeks daily             ProFund Advisors
                investment results, before fees and             LLC
                expenses, that correspond to the
                inverse (opposite) of the daily
                performance of the S&P 500(R) Index.
                If ProFund VP Bear is successful in
                meeting its objective, its net asset
                value should gain approximately the
                same amount, on a percentage basis,
                as any decrease in the S&P 500(R)
                Index when the Index declines on a
                given day. Conversely, its net asset
                value should lose approximately the
                same amount, on a percentage basis,
                as any increase in the Index when
                the Index rises on a given day.
   --------------------------------------------------------------------------
    SPECIALTY   ProFund VP UltraBull: seeks daily        ProFund Advisors
                investment results, before fees and             LLC
                expenses, that correspond to twice
                (200%) the daily performance of the
                S&P 500(R) Index. If ProFund VP
                UltraBull is successful in meeting
                its objective, its net asset value
                should gain approximately twice as
                much, on a percentage basis, as the
                S&P 500(R) Index when the Index
                rises on a given day. Conversely,
                its net asset value should lose
                approximately twice as much, on a
                percentage basis, as the Index when
                the Index declines on a given day.
   --------------------------------------------------------------------------
    The S&P 500(R) Index is a measure of large-cap U.S. stock market
    performance. It is a float-adjusted market capitalization weighted
    index of 500 U.S. operating companies and REITS selected by an S&P U.S.
    Index Committee through a non- mechanical process that factors criteria
    such as liquidity, price, market capitalization and financial
    viability. Reconstitution occurs both on a quarterly and ongoing basis.
   --------------------------------------------------------------------------


                                      28




     ------------------------------------------------------------------------
       STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                                  ADVISOR/
                                                             SUB-ADVISOR
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP NASDAQ-100 (formerly         ProFund Advisors
                   known as ProFund VP OTC): seeks               LLC
                   daily investment results, before
                   fees and expenses, that correspond
                   to the daily performance of the
                   NASDAQ-100 Index(R).
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Short NASDAQ-100             ProFund Advisors
                   (formerly known as ProFund VP Short           LLC
                   OTC): seeks daily investment
                   results, before fees and expenses,
                   that correspond to the inverse
                   (opposite) of the daily performance
                   of the NASDAQ-100 Index(R). If
                   ProFund VP Short OTC is successful
                   in meeting its objective, its net
                   asset value should gain
                   approximately the same amount, on a
                   percentage basis, as any decrease in
                   the NASDAQ-100 Index(R) when the
                   Index declines on a given day.
                   Conversely, its net asset value
                   should lose approximately the same
                   amount, on a percentage basis, as
                   any increase in the Index when the
                   Index rises on a given day.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP UltraNASDAQ-100 (formerly    ProFund Advisors
                   known as ProFund VP UltraOTC): seeks          LLC
                   daily investment results, before
                   fees and expenses, that correspond
                   to twice (200%) the daily
                   performance of the NASDAQ-100
                   Index(R). If ProFund VP UltraOTC is
                   successful in meeting its objective,
                   its net asset value should gain
                   approximately twice as much, on a
                   percentage basis, as the NASDAQ-100
                   Index(R) when the Index rises on a
                   given day. Conversely, its net asset
                   value should lose approximately
                   twice as much, on a percentage
                   basis, as the Index when the Index
                   declines on a given day.
     ------------------------------------------------------------------------
      The NASDAQ-100 Index(R) includes 100 of the largest non-financial
      domestic and international issues listed on the NASDAQ Stock
      Market. To be eligible for inclusion companies cannot be in
      bankruptcy proceedings and must meet certain additional criteria
      including minimum trading volume and "seasoning" requirements. The
      Index is calculated under a modified capitalization-weighted
      methodology. Reconstitution and rebalancing occurs on an annual,
      quarterly and ongoing basis.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP UltraSmall-Cap: seeks        ProFund Advisors
                   daily investment results, before              LLC
                   fees and expenses, that correspond
                   to twice (200%) the daily
                   performance of the Russell 2000(R)
                   Index. If ProFund VP UltraSmall-Cap
                   is successful in meeting its
                   objective, its net asset value
                   should gain approximately twice as
                   much, on a percentage basis, as the
                   Russell 2000 Index(R) when the Index
                   rises on a given day. Conversely,
                   its net asset value should lose
                   approximately twice as much, on a
                   percentage basis, as the Index when
                   the Index declines on a given day.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Short Small-Cap: seeks       ProFund Advisors
                   daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the inverse (opposite) of the
                   daily performance of the Russell
                   2000(R) Index. If ProFund VP Short
                   Small-Cap is successful in meeting
                   its objective, its net asset value
                   should gain approximately the same
                   amount, on a percentage basis, as
                   any decrease in the Russell 2000
                   Index when the Index declines on a
                   given day. Conversely, its net asset
                   value should lose approximately the
                   same amount, on a percentage basis,
                   as any increase in the Index when
                   the Index rises on a given day.
     ------------------------------------------------------------------------
      The Russell 2000 Index is a measure of small-cap U.S. stock market
      performance. It is an adjusted market capitalization weighted index
      containing approximately 2000 of the smallest companies in the
      Russell 3000 Index or approximately 8% of the total market
      capitalization of the Russell 3000 Index, which in turn represents
      approximately 98% of the investable U.S. equity market. All U.S.
      companies listed on the NYSE, AMEX or NASDAQ meeting an initial
      minimum ($1) price are considered for inclusion. Reconstitution
      occurs annually. Securities are not replaced if they leave the
      index, however, new issue securities meeting other membership
      requirements may be added on a quarterly basis.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP UltraMid-Cap: seeks daily    ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to twice
                   (200%) the daily performance of the
                   S&P MidCap 400 Index(R). If ProFund
                   VP UltraMid-Cap is successful in
                   meeting its objective, its net asset
                   value should gain approximately
                   twice as much, on a percentage
                   basis, as the S&P MidCap 400 Index
                   when the Index rises on a given day.
                   Conversely, its net asset value
                   should lose approximately twice as
                   much, on a percentage basis, as the
                   Index when the Index declines on a
                   given day.
     ------------------------------------------------------------------------


                                      29




     ------------------------------------------------------------------------
       STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                                  ADVISOR/
                                                             SUB-ADVISOR
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Short Mid-Cap: seeks         ProFund Advisors
                   daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the inverse (opposite) of the
                   daily performance of the S&P MidCap
                   400 Index(R). If ProFund VP Short
                   Mid-Cap is successful in meeting its
                   objective, its net asset value
                   should gain approximately the same
                   amount, on a percentage basis, as
                   any decrease in the S&P MidCap 400
                   Index when the Index declines on a
                   given day. Conversely, its net asset
                   value should lose approximately the
                   same amount, on a percentage basis,
                   as any increase in the Index when
                   the Index rises on a given day.
     ------------------------------------------------------------------------
      The S&P MidCap 400 Index is a measure of mid-size company U.S.
      stock market performance. It is a float-adjusted market
      capitalization weighted index of 400 U.S. operating companies and
      REITs. Securities are selected for inclusion in the index by the
      S&P U.S. Index Committee through a non-mechanical process that
      factors criteria such as liquidity, price, market capitalization
      and financial viability. Reconstitution occurs both on a quarterly
      and ongoing basis.
     ------------------------------------------------------------------------
       SMALL       ProFund VP Small-Cap Value: seeks       ProFund Advisors
        CAP        daily investment results, before              LLC
       VALUE       fees and expenses, that correspond
                   to the daily performance of the S&P
                   SmallCap 600/Citigroup Value
                   Index(R). The S&P SmallCap
                   600/Citigroup Value Index is
                   designed to provide a comprehensive
                   measure of small-cap U.S. equity
                   "value" performance. It is an
                   unmanaged float adjusted market
                   capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P SmallCap
                   600 Index that have been identified
                   as being on the value end of the
                   growth-value spectrum. (Note: The
                   S&P SmallCap 600 Index is a measure
                   of small-cap company U.S. stock
                   market performance. It is a float
                   adjusted market capitalization
                   weighted index of 600 U.S. operating
                   companies. Securities are selected
                   for inclusion in the index by an S&P
                   committee through a nonmechanical
                   process that factors criteria such
                   as liquidity, price, market
                   capitalization, financial viability,
                   and public float.)
     ------------------------------------------------------------------------
       SMALL       ProFund VP Small-Cap Growth: seeks      ProFund Advisors
        CAP        daily investment results, before              LLC
       GROWTH      fees and expenses, that correspond
                   to the daily performance of the S&P
                   SmallCap 600/Citigroup Growth
                   Index(R). The S&P SmallCap
                   600/Citigroup Growth Index is
                   designed to provide a comprehensive
                   measure of small-cap U.S. equity
                   "growth" performance. It is an
                   unmanaged float adjusted market
                   capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P SmallCap
                   600 Index that have been identified
                   as being on the growth end of the
                   growth-value spectrum. (Note: The
                   S&P SmallCap 600 Index is a measure
                   of small-cap company U.S. stock
                   market performance. It is a float
                   adjusted market capitalization
                   weighted index of 600 U.S. operating
                   companies. Securities are selected
                   for inclusion in the index by an S&P
                   committee through a nonmechanical
                   process that factors criteria such
                   as liquidity, price, market
                   capitalization, financial viability,
                   and public float.)
     ------------------------------------------------------------------------
      The S&P SmallCap 600 Index is a measure of small-cap company U.S.
      stock market performance. It is a float adjusted market
      capitalization weighted index of 600 U.S. operating companies.
      Securities are selected for inclusion in the index by an S&P
      committee through a nonmechanical process that factors criteria
      such as liquidity, price, market capitalization, financial
      viability, and public float.
     ------------------------------------------------------------------------
       LARGE       ProFund VP Large-Cap Value: seeks       ProFund Advisors
        CAP        daily investment results, before              LLC
       VALUE       fees and expenses, that correspond
                   to the daily performance of the S&P
                   500/Citigroup Value Index(R). The
                   S&P 500/Citigroup Value Index is
                   designed to provide a comprehensive
                   measure of large-cap U.S. equity
                   "value" performance. It is an
                   unmanaged float adjusted market
                   capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P 500 Index
                   that have been identified as being
                   on the value end of the growth value
                   spectrum.
     ------------------------------------------------------------------------
       LARGE       ProFund VP Large-Cap Growth: seeks      ProFund Advisors
        CAP        daily investment results, before              LLC
       GROWTH      fees and expenses, that correspond
                   to the daily performance of the S&P
                   500/Citigroup Growth Index(R). The
                   S&P 500/Citigroup Growth Index is
                   designed to provide a comprehensive
                   measure of large-cap U.S. equity
                   "growth" performance. It is an
                   unmanaged float adjusted market
                   capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P 500 Index
                   that have been identified as being
                   on the growth end of the
                   growth-value spectrum.
     ------------------------------------------------------------------------
      The S&P 500/Citigroup Growth Index is designed to provide a
      comprehensive measure of large-cap U.S. equity "growth"
      performance. It is an unmanaged float adjusted market
      capitalization weighted index comprised of stocks representing
      approximately half the market capitalization of the S&P 500 Index
      that have been identified as being on the growth end of the
      growth-value spectrum.
     ------------------------------------------------------------------------


                                      30




     ------------------------------------------------------------------------
       STYLE/         INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                                  ADVISOR/
                                                             SUB-ADVISOR
     ------------------------------------------------------------------------
      MID CAP      ProFund VP Mid-Cap Value: seeks         ProFund Advisors
       VALUE       daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the daily performance of the S&P
                   MidCap 400/Citigroup Value Index(R).
                   The S&P MidCap 400/Citigroup Value
                   Index is designed to provide a
                   comprehensive measure of mid-cap
                   U.S. equity "value" performance. It
                   is an unmanaged float adjusted
                   market capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P MidCap 400
                   Index that have been identified as
                   being on the value end of the
                   growth-value spectrum.
     ------------------------------------------------------------------------
      MID CAP      ProFund VP Mid-Cap Growth: seeks        ProFund Advisors
       GROWTH      daily investment results, before              LLC
                   fees and expenses, that correspond
                   to the daily performance of the S&P
                   MidCap 400/Citigroup Growth
                   Index(R). The S&P MidCap
                   400/Citigroup Growth Index is
                   designed to provide a comprehensive
                   measure of mid-cap U.S. equity
                   "growth" performance. It is an
                   unmanaged float adjusted market
                   capitalization weighted index
                   comprised of stocks representing
                   approximately half the market
                   capitalization of the S&P MidCap 400
                   Index that have been identified as
                   being on the growth end of the
                   growth-value spectrum.
     ------------------------------------------------------------------------
      The S&P MidCap 400/Citigroup Value Index is designed to provide a
      comprehensive measure of mid-cap U.S. equity "value" performance.
      It is an unmanaged float adjusted market capitalization weighted
      index comprised of stocks representing approximately half the
      market capitalization of the S&P MidCap 400 Index that have been
      identified as being on the value end of the growth-value spectrum.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Asia 30: seeks daily         ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the ProFunds
                   Asia 30 Index. The ProFunds Asia 30
                   Index, created by ProFund Advisors,
                   is composed of 30 companies whose
                   principal offices are located in the
                   Asia/Pacific region, excluding
                   Japan, and whose securities are
                   traded on U.S. exchanges or on the
                   NASDAQ as depository receipts or
                   ordinary shares. The component
                   companies in the ProFunds Asia 30
                   Index are determined annually based
                   upon their U.S. dollar-traded
                   volume. Their relative weights are
                   determined based on the modified
                   market capitalization method.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Europe 30: seeks daily       ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the ProFunds
                   Europe 30 Index. The ProFunds Europe
                   30 Index, created by ProFund
                   Advisors, is composed of companies
                   whose principal offices are located
                   in Europe and whose securities are
                   traded on U.S. exchanges or on the
                   NASDAQ as depositary receipts or
                   ordinary shares. The component
                   companies in the ProFunds Europe 30
                   Index are determined annually based
                   upon their U.S. dollar- traded
                   volume. Their relative weights are
                   determined based on a modified
                   market capitalization method.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Japan: seeks daily           ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the Nikkei 225
                   Stock Average. The Fund determines
                   its success in meeting this
                   investment objective by comparing
                   its daily return on a given day with
                   the daily performance of the
                   dollar-denominated Nikkei 225
                   futures contracts traded in the
                   United States. The Fund seeks to
                   provide a return consistent with an
                   investment in the component equities
                   in the Nikkei 225 Stock Average
                   hedged to U.S. dollars.
     ------------------------------------------------------------------------
      The Nikkei 225 Stock Average ("Nikkei" ) is a modified
      price-weighted index of the 225 most actively traded and liquid
      Japanese companies listed in the First Section of the Tokyo Stock
      Exchange (TSE). The Nikkei is calculated from the prices of the 225
      TSE First Section stocks selected to represent a broad
      cross-section of Japanese industries and the overall performance of
      the Japanese equity market. Nihon Keizai Shimbun, Inc. is the
      sponsor of the Index. Companies in the Nikkei are reviewed
      annually. Emphasis is placed on maintaining the Index's historical
      continuity while keeping the Index composed of stocks with high
      market liquidity. The sponsor consults with various market experts,
      considers company specific information and the overall composition
      of the Index.
     ------------------------------------------------------------------------
      SPECIALTY    ProFund VP Banks: seeks daily           ProFund Advisors
                   investment results, before fees and           LLC
                   expenses, that correspond to the
                   daily performance of the Dow Jones
                   U.S. Banks Index. The Dow Jones U.S.
                   Banks Index measures the performance
                   of the banking sector of the U.S.
                   equity market. Component companies
                   include regional and major U.S.
                   domiciled banks engaged in a wide
                   range of financial services,
                   including retail banking, loans and
                   money transmissions.
     ------------------------------------------------------------------------


                                      31




     ---------------------------------------------------------------------
       STYLE/        INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Basic Materials: seeks      ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Basic Materials Index.
                  The Dow Jones U.S. Basic Materials
                  Index measures the performance of
                  the basic materials industry of the
                  U.S. equity market. Component
                  companies are involved in the
                  production of aluminum, steel, non
                  ferrous metals, commodity chemicals,
                  specialty chemicals, forest
                  products, paper products, as well as
                  the mining of precious metals and
                  coal.
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Biotechnology: seeks        ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Biotechnology Index. The
                  Dow Jones U.S. Biotechnology Index
                  measures the performance of the
                  biotechnology subsector of the U.S.
                  equity market. Component companies
                  engage in research and development
                  of biological substances for drug
                  discovery and diagnostic
                  development. These companies derive
                  most of their revenue from the sale
                  of licensing of drugs and diagnostic
                  tools.
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Consumer Goods: seeks       ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Consumer Goods Index. The
                  Dow Jones U.S. Consumer Goods Index
                  measures the performance of consumer
                  spending in the goods industry of
                  the U.S. equity market. Component
                  companies include automobiles and
                  auto parts and tires, brewers and
                  distillers, farming and fishing,
                  durable and non-durable household
                  product manufacturers, cosmetic
                  companies, food and tobacco
                  products, clothing, accessories and
                  footwear.
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Consumer Services: seeks    ProFund Advisors
                  daily investment results, before             LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Consumer Services Index.
                  The Dow Jones U.S. Consumer Services
                  Index measures the performance of
                  consumer spending in the services
                  industry of the U.S. equity market.
                  Component companies include
                  airlines, broadcasting and
                  entertainment, apparel and broadline
                  retailers, food and drug retailers,
                  media agencies, publishing,
                  gambling, hotels, restaurants and
                  bars, and travel and tourism.
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Financials: seeks daily     ProFund Advisors
                  investment results, before fees and          LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Financials Index. The Dow Jones
                  U.S. Financials Index measures the
                  performance of the financial
                  services industry of the U.S. equity
                  market. Component companies include
                  regional banks; major U.S. domiciled
                  international banks; full line,
                  life, and property and casualty
                  insurance companies; companies that
                  invest, directly or indirectly in
                  real estate; diversified financial
                  companies such as Fannie Mae, credit
                  card issuers, check cashing
                  companies, mortgage lenders and
                  investment advisers; securities
                  brokers and dealers, including
                  investment banks, merchant banks and
                  online brokers; and publicly traded
                  stock exchanges.
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Health Care: seeks daily    ProFund Advisors
                  investment results, before fees and          LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Health Care Index. The Dow
                  Jones U.S. Health Care Index
                  measures the performance of the
                  healthcare industry of the U.S.
                  equity market. Component companies
                  include health care providers,
                  biotechnology companies, medical
                  supplies, advanced medical devices
                  and pharmaceuticals.
     ---------------------------------------------------------------------
      SPECIALTY   ProFund VP Industrials: seeks daily    ProFund Advisors
                  investment results, before fees and          LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Industrials Index. The Dow
                  Jones U.S. Industrials Index
                  measures the performance of the
                  industrial industry of the U.S.
                  equity market. Component companies
                  include building materials, heavy
                  construction, factory equipment,
                  heavy machinery, industrial
                  services, pollution control,
                  containers and packaging, industrial
                  diversified, air freight, marine
                  transportation, railroads, trucking,
                  land-transportation equipment,
                  shipbuilding, transportation
                  services, advanced industrial
                  equipment, electric components and
                  equipment, and aerospace.
     ---------------------------------------------------------------------


                                      32




     ----------------------------------------------------------------------
       STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                                 ADVISOR/
                                                            SUB-ADVISOR
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Internet: seeks daily        ProFund Advisors
                  investment results, before fees and           LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  Composite Internet Index. The Dow
                  Jones Composite Internet Index
                  measures the performance of stocks
                  in the U.S. equity markets that
                  generate the majority of their
                  revenues from the Internet. The
                  Index is composed of two sub-groups:
                  Internet Commerce - companies that
                  derive the majority of their
                  revenues from providing goods and/or
                  services through an open network,
                  such as a web site. Internet
                  Services - companies that derive the
                  majority of their revenues from
                  providing access to the Internet or
                  providing services to people using
                  the Internet.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Oil & Gas: seeks daily       ProFund Advisors
                  investment results, before fees and           LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Oil & Gas Index. The Dow Jones
                  U.S. Oil & Gas Index measures the
                  performance of the oil and gas
                  industry of the U.S. equity market.
                  Component companies include oil
                  drilling equipment and services, oil
                  companies-major, oil
                  companies-secondary, pipelines,
                  liquid, solid or gaseous fossil fuel
                  producers and service companies.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Pharmaceuticals: seeks       ProFund Advisors
                  daily investment results, before              LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Pharmaceuticals Index.
                  The Dow Jones U.S. Pharmaceuticals
                  Index measures the performance of
                  the pharmaceuticals subsector of the
                  U.S. equity market. Component
                  companies include the makers of
                  prescription and over-the-counter
                  drugs such as birth control pills,
                  vaccines, aspirin and cold remedies.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Precious Metals: seeks       ProFund Advisors
                  daily investment results, before              LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones Precious Metals Index. The Dow
                  Jones Precious Metals Index measures
                  the performance of the precious
                  metals mining industry. Component
                  companies include leading miners and
                  producers of gold, silver and
                  platinum-group metals whose
                  securities are available to U.S.
                  investors during U.S. trading hours.
                  It is a float-adjusted
                  market-capitalization weighted index.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Real Estate: seeks daily     ProFund Advisors
                  investment results, before fees and           LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Real Estate Index. The Dow
                  Jones U.S. Real Estate Index
                  measures the performance of the real
                  estate sector of the U.S. equity
                  market. Component companies include
                  those that invest directly or
                  indirectly through development,
                  management or ownership of shopping
                  malls, apartment buildings and
                  housing developments; and real
                  estate investment trusts ("REITs")
                  that invest in apartments, office
                  and retail properties. REITs are
                  passive investment vehicles that
                  invest primarily in income-producing
                  real estate or real estate related
                  loans or interests.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Semiconductor: seeks         ProFund Advisors
                  daily investment results, before              LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Semiconductosr Index. The
                  Dow Jones U.S. Semiconductors Index
                  measures the performance of the
                  semiconductor subsector of the U.S.
                  equity market. Component companies
                  are engaged in the production of
                  semiconductors and other integrated
                  chips, as well as other related
                  products such as semiconductor
                  capital equipment and mother-boards.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Technology: seeks daily      ProFund Advisors
                  investment results, before fees and           LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Technology Index. The Dow Jones
                  U.S. Technology Index measures the
                  performance of the technology
                  industry of the U.S. equity market.
                  Component companies include those
                  involved in computers and office
                  equipment, software, communications
                  technology, semiconductors,
                  diversified technology services and
                  Internet services.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Telecommunications: seeks    ProFund Advisors
                  daily investment results, before              LLC
                  fees and expenses, that correspond
                  to the daily performance of the Dow
                  Jones U.S. Telecommunications Index.
                  The Dow Jones U.S.
                  Telecommunications Index measures
                  the performance of the
                  telecommunications industry of the
                  U.S. equity market. Component
                  companies include fixed-line
                  communications and wireless
                  communications companies.
     ----------------------------------------------------------------------


                                      33




     ----------------------------------------------------------------------
       STYLE/        INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Utilities: seeks daily          ProFund
                  investment results, before fees and      Advisors LLC
                  expenses, that correspond to the
                  daily performance of the Dow Jones
                  U.S. Utilities Sector Index. The Dow
                  Jones U.S. Utilities Sector Index
                  measures the performance of the
                  utilities industry of the U.S.
                  equity market. Component companies
                  include electric utilities, gas
                  utilities and water utilities.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP U.S. Government Plus:           ProFund
                  seeks daily investment results,          Advisors LLC
                  before fees and expenses, that
                  correspond to one and one-quarter
                  times (125%) the daily price
                  movement of the most recently issued
                  30-year U.S. Treasury bond ("Long
                  Bond"). In accordance with its
                  stated objective, the net asset
                  value of ProFund VP U.S. Government
                  Plus generally should decrease as
                  interest rates rise. If ProFund VP
                  U.S. Government Plus is successful
                  in meeting its objective, its net
                  asset value should gain
                  approximately one and one-quarter
                  times (125%) as much, on a
                  percentage basis, as any daily
                  increase in the price of the Long
                  Bond on a given day. Conversely, it
                  value should lose approximately one
                  and one-quarter as much, on a
                  percentage basis, as any daily
                  decrease in the price of the Long
                  Bond on a given day.
     ----------------------------------------------------------------------
      SPECIALTY   ProFund VP Rising Rates Opportunity:   ProFund Advisors
                  seeks daily investment results,              LLC
                  before fees and expenses, that
                  correspond to one and one-quarter
                  times (125%) the inverse (opposite)
                  of the daily price movement of the
                  most recently issued 30-year U.S.
                  Treasury bond ("Long Bond"). In
                  accordance with its stated
                  objective, the net asset value of
                  ProFund VP Rising Rates Opportunity
                  generally should decrease as
                  interest rates fall. If ProFund VP
                  Rising Rates Opportunity is
                  successful in meeting its objective,
                  its net asset value should gain
                  approximately one and one-quarter
                  times as much, on a percentage
                  basis, as any daily decrease in the
                  Long Bond on a given day.
                  Conversely, its net asset value
                  should lose approximately one and
                  one-quarter times as much, on a
                  percentage basis, as any daily
                  increase in the price of the Long
                  Bond on a given day.
     ----------------------------------------------------------------------
      SPECIALTY   Access VP High Yield Fund: seeks to    ProFund Advisors
                  provide investment results that              LLC
                  correspond generally to the total
                  return of the high yield market
                  consistent with maintaining
                  reasonable liquidity. The Fund will
                  achieve its high yield exposure
                  primarily through credit default
                  swaps (CDSs) but may invest in high
                  yield debt instruments ("junk
                  bonds"), interest rate swap
                  agreements and futures contracts,
                  and other debt and money market
                  instruments without limitation,
                  consistent with applicable
                  regulations. Under normal market
                  conditions, the Fund will invest at
                  least 80% of its net assets in CDSs
                  and other financial instruments that
                  in combination have economic
                  characteristics similar to the high
                  yield debt market and/or in high
                  yield debt securities. The Fund
                  seeks to maintain exposure to the
                  high yield bond markets regardless
                  of market conditions and without
                  taking defensive positions in cash
                  or other instruments in anticipation
                  of an adverse climate for the high
                  yield bond markets. ProFund Advisors
                  does not conduct fundamental
                  analysis in managing the Fund.
     ----------------------------------------------------------------------
                       WELLS FARGO VARIABLE TRUST
     ----------------------------------------------------------------------
       LARGE      Wells Fargo Advantage VT Equity        Wells Fargo Funds
        CAP       Income Fund: Seeks long-term capital   Management, LLC,
       VALUE      appreciation and dividend income.          adviser;
                  The Portfolio invests principally in    Wells Capital
                  equity securities of large-               Management
                  capitalization companies, which they    Incorporated,
                  define as companies with market           subadviser
                  capitalizations of $3 billion or
                  more.
     ----------------------------------------------------------------------



                                      34




 "Dow Jones Industrial Average/SM/", "DJIA/SM/", "Dow Industrials/SM/", "The
 Dow/SM/", and the other Dow indices, are service marks of Dow Jones & Company,
 Inc. ("Dow Jones") and have been licensed for use for certain purposes by
 First Trust Advisors L.P. ("First Trust"). The portfolios are not endorsed,
 sold or promoted by Dow Jones, and Dow Jones makes no representation regarding
 the advisability of investing in such products.

 "Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and "500" are
 trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
 by First Trust. The Portfolios are not sponsored, endorsed, managed, sold or
 promoted by Standard & Poor's and Standard & Poor's makes no representation
 regarding the advisability of investing in the Portfolio.


 "The Nasdaq 100(R)", "Nasdaq-100 Index(R)", "Nasdaq Stock Market(R)", and
 "Nasdaq(R)" are trade or service marks of The Nasdaq Stock Market, Inc. (which
 with its affiliates are the "Corporations") and have been licensed for use by
 First Trust. The Nasdaq Target 15 Portfolio and Target Managed VIP Portfolio
 have not been passed on by the Corporations as to its legality or suitability.
 The Nasdaq Target 15 Portfolio and Target Managed VIP Portfolio are not
 issued, endorsed, sponsored, managed, sold or promoted by the Corporations.
 The Corporations make no warranties and bear no liability with respect to the
 Nasdaq Target 15 Portfolio or the Target Managed VIP Portfolio.

 "Value Line(R)," "The Value Line Investment Survey," and "Value Line
 Timeliness/TM/ Ranking System" are registered trademarks of Value Line
 Securities, Inc. or Value Line Publishing, Inc. The Target Managed VIP(R)
 Portfolio and Value Line Target 25 Portfolio are not sponsored, recommended,
 sold or promoted by Value Line Publishing, Inc., Value Line, Inc. or Value
 Line Securities, Inc. ("Value Line"). Value Line makes no representation
 regarding the advisability of investing in the Portfolio.


 "Value Line Publishing, Inc.'s ("VLPI") only relationship to First Trust
 Advisors L.P. or the Portfolio is VLPI's licensing to First Trust Advisors
 L.P. of certain VLPI trademarks and trade names and the Value Line Timeliness
 Ranking System (the "System"), which is composed by VLPI without regard to
 First Trust Advisors L.P., the Portfolio or any investor. First Trust
 Advisors, L.P. has sub-licensed certain VLPI trademarks and trade names to
 Prudential Investments LLC. VLPI has no obligation to take the needs of First
 Trust Advisors L.P., Prudential Investments LLC or any investor in the
 Portfolio into consideration in composing the System. The Portfolio's results
 may differ from the hypothetical or published results of the Value Line
 Timeliness Ranking System. VLPI is not responsible for, and has not
 participated in, the determination of the prices and composition of the
 Portfolio or the timing of the issuance for sale of the Portfolio or in the
 calculation of the equations by which the Portfolio is to be converted into
 cash. VLPI MAKES NO WARRANTY CONCERNING THE SYSTEM, EXPRESS OR IMPLIED,
 INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
 FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE
 OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND VLPI MAKES NO
 WARRANTY AS TO THE POTENTIAL PROFITS OR ANY OTHER BENEFITS THAT MAY BE
 ACHIEVED BY USING THE SYSTEM OR ANY INFORMATION OR MATERIALS GENERATED
 THEREFROM. VLPI DOES NOT WARRANT THAT THE SYSTEM WILL MEET ANY REQUIREMENTS OR
 THAT IT WILL BE ACCURATE OR ERROR-FREE. VLPI ALSO DOES NOT GUARANTEE ANY USES,
 INFORMATION, DATA OR OTHER RESULTS GENERATED FROM THE SYSTEM. VLPI HAS NO
 OBLIGATION OR LIABILITY (I) IN CONNNECTION WITH THE ADMINISTRATION, MARKETING
 OR TRADING OF THE PORTFOLIO; OR (II) FOR ANY LOSS, DAMAGE, COST OR EXPENSE
 SUFFERED OR INCURRED BY ANY INVESTOR OR OTHER PERSON OR ENTITY IN CONNNECTION
 WITH THE PORTFOLIO, AND IN NO EVENT SHALL VLPI BE LIABLE FOR ANY LOST PROFITS
 OR OTHER CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR EXEMPLARY
 DAMAGES IN CONNECTION WITH THE PORTFOLIO."


 Dow Jones has no relationship to the ProFunds VP, other than the licensing of
 the Dow Jones sector indices and its service marks for use in connection with
 the ProFunds VP. The ProFunds VP are not sponsored, endorsed, sold, or
 promoted by Standard & Poor's or NASDAQ, and neither Standard & Poor's nor
 NASDAQ makes any representations regarding the advisability of investing in
 the ProFunds VP.

 WHAT ARE THE FIXED ALLOCATIONS?
 We offer Fixed Allocations of different durations during the accumulation
 period. These "Fixed Allocations" earn a guaranteed fixed rate of interest for
 a specified period of time, called the "Guarantee Period." In most states, we
 offer Fixed Allocations with Guarantee Periods from 1 to 10 years. We may also
 offer special purpose Fixed Allocations for use with certain optional
 investment programs. We guarantee the fixed rate for the entire Guarantee
 Period. However, if you withdraw or transfer Account Value before the end of
 the Guarantee Period, we will adjust the value of your withdrawal or transfer
 based on a formula, called a "Market Value Adjustment." The Market Value
 Adjustment can either be positive or negative, depending on the movement of
 applicable interest rates payable on Strips of the appropriate duration.
 Please refer to the section entitled "How does the Market Value Adjustment
 Work?" for a description of the formula along with examples of how it is
 calculated. You may allocate Account Value to more than one Fixed Allocation
 at a time.


 Fixed Allocations may not be available in all states. Availability of Fixed
 Allocations is subject to change and may differ by state and by the annuity
 product you purchase. Please call Prudential Annuities at 1-800-752-6342 to
 determine availability of Fixed Allocations in your state and for your annuity
 product. We may restrict your ability to allocate Account Value to Fixed
 Allocations if you elect certain optional benefits. The interest rate that we
 credit to the Fixed Allocations may be reduced by an amount that corresponds
 to the asset-based charges assessed against the Sub-accounts.


                                      35



                               FEES AND CHARGES


 The charges under each Annuity are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under each Annuity. They are also designed, in the aggregate, to compensate us
 for the risks of loss we assume. If, as we expect, the charges that we collect
 from the Annuities exceed our total costs in connection with the Annuities, we
 will earn a profit. Otherwise we will incur a loss. For example, Prudential
 Annuities may make a profit on the Insurance Charge if, over time, the actual
 costs of providing the guaranteed insurance obligations under an Annuity are
 less than the amount we deduct for the Insurance Charge. To the extent we make
 a profit on the Insurance Charge, such profit may be used for any other
 corporate purpose, including payment of other expenses that Prudential
 Annuities incurs in promoting, distributing, issuing and administering an
 Annuity and, in the case of XT6, ASAP III and APEX II to offset a portion of
 the costs associated with offering any Credits which are funded through
 Prudential Annuities' general account.

 The rates of certain of our charges have been set with reference to estimates
 of the amount of specific types of expenses or risks that we will incur. In
 most cases, this prospectus identifies such expenses or risks in the name of
 the charge; however, the fact that any charge bears the name of, or is
 designed primarily to defray a particular expense or risk does not mean that
 the amount we collect from that charge will never be more than the amount of
 such expense or risk, nor does it mean that we may not also be compensated for
 such expense or risk out of any other charges we are permitted to deduct by
 the terms of the Annuity. A portion of the proceeds that Prudential Annuities
 receives from charges that apply to the Sub-accounts may include amounts based
 on market appreciation of the Sub-account values including, for ASAP III, XT6
 and APEX II, appreciation on amounts that represent any Credits.


 WHAT ARE THE CONTRACT FEES AND CHARGES?

 Contingent Deferred Sales Charge: We do not deduct a sales charge from
 Purchase Payments you make to your Annuity. However, we may deduct a CDSC if
 you surrender your Annuity or when you make a partial withdrawal. The CDSC
 reimburses us for expenses related to sales and distribution of the Annuity,
 including commissions, marketing materials and other promotional expenses. The
 CDSC is calculated as a percentage of your Purchase Payment being surrendered
 or withdrawn during the applicable Annuity Year. For purposes of calculating
 the CDSC, we consider the year following the Issue Date of your Annuity as
 Year 1. The amount of the CDSC decreases over time, measured from the Issue
 Date of the Annuity. The CDSC percentages for ASAP III, APEX II and XT6 are
 shown under "Summary of Contract Fees and Charges". No CDSC is deducted from
 ASL II Annuities. If you purchase XT6 and make a withdrawal that is subject to
 a CDSC, we may use part of that CDSC to recoup our costs of providing the
 Credit. However, we do not impose any CDSC on your withdrawal of a Credit
 amount.

 With respect to a partial withdrawal, we calculate the CDSC by assuming that
 any available free withdrawal amount is taken out first (see How Much Can I
 Withdraw as a Free Withdrawal?). If the free withdrawal amount is not
 sufficient, we then assume that withdrawals are taken from Purchase Payments
 that have not been previously withdrawn, on a first-in, first-out basis, and
 subsequently from any other Account Value in the Annuity.

 For purposes of calculating any applicable CDSC on a surrender, the Purchase
 Payments being withdrawn may be greater than your remaining Account Value or
 the amount of your withdrawal request. This is most likely to occur if you
 have made prior partial withdrawals or if your Account Value has declined in
 value due to negative market performance. In that scenario, we would determine
 the CDSC amount as the applicable percentage of the Purchase Payments being
 withdrawn, rather than as a percentage of the remaining Account Value or
 withdrawal request. Thus, the CDSC would be greater than if it were calculated
 as a percentage of remaining Account Value or withdrawal amount.

 We may waive any applicable CDSC under certain circumstances including certain
 medically-related circumstances or when taking a Minimum Distribution from an
 Annuity purchased as a "qualified" investment. Free Withdrawals,
 Medically-Related Surrenders and Minimum Distributions are each explained more
 fully in the section entitled "Access to Your Account Value".


 Transfer Fee: Currently, you may make twenty (20) free transfers between
 investment options each Annuity Year. We will charge $10.00 for each transfer
 after the twentieth in each Annuity Year. We do not consider transfers made as
 part of a Dollar Cost Averaging, Automatic Rebalancing or asset allocation
 program when we count the twenty free transfers. All transfers made on the
 same day will be treated as one (1) transfer. Renewals or transfers of Account
 Value from a Fixed Allocation at the end of its Guarantee Period are not
 subject to the Transfer Fee and are not counted toward the twenty free
 transfers. We may reduce the number of free transfers allowable each Annuity
 Year (subject to a minimum of eight) without charging a Transfer Fee unless
 you make use of electronic means to transmit your transfer requests. We may
 eliminate the Transfer Fee for transfer requests transmitted electronically or
 through other means that reduce our processing costs. If you are enrolled in
 any program that does not permit transfer requests to be transmitted
 electronically, the Transfer Fee will not be waived.


 Annual Maintenance Fee: During the accumulation period we deduct an Annual
 Maintenance Fee. The Annual Maintenance Fee is $35.00 or 2% of your Account
 Value invested in the Sub-accounts, whichever is less. This fee will be
 deducted annually on the anniversary of the Issue Date of your Annuity or, if
 you surrender your Annuity during the Annuity Year, the fee is deducted at the

                                      36



 time of surrender. With respect to ASAP III, APEX II and ASL II, currently,
 the Annual Maintenance Fee is only deducted if your Account Value is less than
 $100,000 on the anniversary of the Issue Date or at the time of surrender.
 With respect to XT6, we deduct the Annual Maintenance Fee regardless of
 Account Value. We do not impose the Annual Maintenance Fee upon annuitization,
 the payment of a Death Benefit, or a medically-related full surrender. We may
 increase the Annual Maintenance Fee. However, any increase will only apply to
 Annuities issued after the date of the increase. For beneficiaries that elect
 the Beneficiary Continuation Option, the Annual Maintenance Fee is the lesser
 of $30 or 2% of Account Value. For a non-qualified Beneficiary Continuation
 Option, the fee is only applicable if the Account Value is less than $25,000
 at the time the fee is assessed.


 Tax Charge: Several states and some municipalities charge premium taxes or
 similar taxes on annuities that we are required to pay. The amount of tax will
 vary from jurisdiction to jurisdiction and is subject to change. The tax
 charge currently ranges up to 3 1/2% of your Purchase Payments and is designed
 to approximate the taxes that we are required to pay. We reserve the right to
 deduct the charge either at the time the tax is imposed, upon a full surrender
 of the Annuity, or upon annuitization. We may assess a charge against the
 Sub-accounts and the Fixed Allocations equal to any taxes which may be imposed
 upon the separate accounts.


 We will pay company income taxes on the taxable corporate earnings created by
 this separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the Annuity. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These benefits reduce our overall corporate income
 tax liability. Under current law, such benefits may include foreign tax
 credits and corporate dividends received deductions. We do not pass these tax
 benefits through to holders of the separate account annuity contracts because
 (i) the contract owners are not the owners of the assets generating these
 benefits under applicable income tax law and (ii) we do not currently include
 company income taxes in the tax charges you pay under the contract.


 Insurance Charge: We deduct an Insurance Charge daily. The charge is assessed
 against the daily assets allocated to the Sub-accounts and is equal to the
 amount indicated under "Summary of Contract Fees and Charges". The Insurance
 Charge is the combination of the Mortality & Expense Risk Charge and the
 Administration Charge. The Insurance Charge is intended to compensate
 Prudential Annuities for providing the insurance benefits under each Annuity,
 including each Annuity's basic Death Benefit that provides guaranteed benefits
 to your beneficiaries even if the market declines and the risk that persons we
 guarantee annuity payments to will live longer than our assumptions. The
 charge also covers administrative costs associated with providing the Annuity
 benefits, including preparation of the contract and prospectus, confirmation
 statements, annual account statements and annual reports, legal and accounting
 fees as well as various related expenses. Finally, the charge covers the risk
 that our assumptions about the mortality risks and expenses under each Annuity
 are incorrect and that we have agreed not to increase these charges over time
 despite our actual costs. We may increase the portion of the total Insurance
 Charge that is deducted for administrative costs; however, any increase will
 only apply to Annuities issued after the date of the increase.

 The Insurance Charge is not deducted against assets allocated to a Fixed
 Allocation. However, the amount we credit to Fixed Allocations may also
 reflect similar assumptions about the insurance guarantees provided under each
 Annuity and the administrative costs associated with providing the Annuity
 benefits.

 Distribution Charge: For ASAP III and XT6, we deduct a Distribution Charge
 daily. The charge is assessed against the average assets allocated to the
 Sub-accounts and is equal to the amount indicated under "Summary of Contract
 Fees and Charges" on an annual basis. The Distribution Charge is intended to
 compensate us for a portion of our acquisition expenses under the Annuity,
 including promotion and distribution of the Annuity and, with respect to XT6,
 the costs associated with offering Credits which are funded through Prudential
 Annuities general account. The Distribution Charge is deducted against your
 Annuity's Account Value and any increases or decreases in your Account Value
 based on market fluctuations of the Sub-accounts will affect the charge.


 Optional Benefits for which we assess a charge: Generally, if you elect to
 purchase certain optional benefits, we will deduct an additional charge on a
 daily basis from your Account Value allocated to the Sub-accounts. The
 additional charge is included in the daily calculation of the Unit Price for
 each Sub-account. We may assess charges for other optional benefits on a
 different basis. Please refer to the section entitled "Summary of Contract
 Fees and Charges" for the list of charges for each Optional Benefit.

 Settlement Service Charge: If your beneficiary takes the death benefit under a
 Beneficiary Continuation Option, we deduct a Settlement Service Charge. The
 charge is assessed daily against the average assets allocated to the
 Sub-accounts and is equal to an annual charge of 1.00% for non-qualified
 Annuities and 1.40% for qualified Annuities.


 Fees and expenses incurred by the Portfolios: Each Portfolio incurs total
 annual operating expenses comprised of an investment management fee, other
 expenses and any distribution and service (12b-1) fees that may apply. These
 fees and expenses are reflected daily by each Portfolio before it provides
 Prudential Annuities with the net asset value as of the close of business each
 day. More detailed information about fees and expenses can be found in the
 prospectuses for the Portfolios.


                                      37



 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?
 No specific fees or expenses are deducted when determining the rate we credit
 to a Fixed Allocation. However, for some of the same reasons that we deduct
 the Insurance Charge against Account Value allocated to the Sub-accounts, we
 also take into consideration mortality, expense, administration, profit and
 other factors in determining the interest rates we credit to Fixed
 Allocations. Any CDSC or Tax Charge applies to amounts that are taken from the
 Sub-accounts or the Fixed Allocations. A Market Value Adjustment may also
 apply to transfers, certain withdrawals, surrender or annuitization from a
 Fixed Allocation.

 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?
 If you select a fixed payment option, the amount of each fixed payment will
 depend on the Account Value of your Annuity when you elected to annuitize.
 There is no specific charge deducted from these payments; however, the amount
 of each annuity payment reflects assumptions about our insurance expenses. If
 you select a variable payment option that we may offer, then the amount of
 your benefits will reflect changes in the value of your Annuity and will be
 subject to charges that apply under the variable immediate annuity option.
 Also, a tax charge may apply (see "Tax Charge" above). Currently, we only
 offer fixed payment options.

 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES
 We may reduce or eliminate certain fees and charges or alter the manner in
 which the particular fee or charge is deducted. For example, we may reduce the
 amount of any CDSC or the length of time it applies, reduce or eliminate the
 amount of the Annual Maintenance Fee or reduce the portion of the total
 Insurance Charge that is deducted as an Administration Charge. Generally,
 these types of changes will be based on a reduction to our sales, maintenance
 or administrative expenses due to the nature of the individual or group
 purchasing the Annuity. Some of the factors we might consider in making such a
 decision are: (a) the size and type of group; (b) the number of Annuities
 purchased by an Owner; (c) the amount of Purchase Payments or likelihood of
 additional Purchase Payments; (d) whether an annuity is reinstated pursuant to
 our rules; and/or (e) other transactions where sales, maintenance or
 administrative expenses are likely to be reduced. We will not discriminate
 unfairly between Annuity purchasers if and when we reduce any fees and charges.

                                      38



                            PURCHASING YOUR ANNUITY

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?

 Initial Purchase Payment: Unless we agree otherwise and subject to our rules,
 you must make a minimum initial Purchase Payment as follows: $1,000 for ASAP
 III, $10,000 for XT6 and APEX II and $15,000 for ASL II. However, if you
 decide to make payments under a systematic investment or an electronic funds
 transfer program, we may accept a lower initial Purchase Payment provided
 that, within the first Annuity Year, your subsequent Purchase Payments plus
 your initial Purchase Payment total the minimum initial Purchase Payment
 amount required for the Annuity purchased.

 Where allowed by law, we must approve any initial and additional Purchase
 Payments of $1,000,000 or more. We may apply certain limitations and/or
 restrictions on an Annuity as a condition of our acceptance, including
 limiting the liquidity features or the Death Benefit protection provided under
 an Annuity, limiting the right to make additional Purchase Payments, changing
 the number of transfers allowable under an Annuity or restricting the
 Sub-accounts or Fixed Allocations that are available. Other limitations and/or
 restrictions may apply. Applicable laws designed to counter terrorists and
 prevent money laundering might, in certain circumstances, require us to block
 a contract owner's ability to make certain transactions, and thereby refuse to
 accept Purchase Payments or requests for transfers, partial withdrawals, total
 withdrawals, death benefits, or income payments until instructions are
 received from the appropriate regulator. We also may be required to provide
 additional information about you and your Annuity to government regulators.


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


 Age Restrictions: Unless we agree otherwise and subject to our rules, the
 Owner (or Annuitant if entity owned) must not be older than a maximum issue
 age as of the Issue Date of the Annuity as follows: age 80 for ASAP III, age
 75 for XT6 and age 85 for APEX II. For ASL II, there is no maximum issue age,
 however the basic death benefit provides greater protection for Owners under
 age 85. If an Annuity is owned jointly, the oldest of the Owners must not be
 older than the maximum issue age on the Issue Date. You should consider your
 need to access your Account Value and whether the Annuity's liquidity features
 will satisfy that need. If you take a distribution prior to age 59 1/2, you
 may be subject to a 10% penalty in addition to ordinary income taxes on any
 gain. The availability and level of protection of certain optional benefits
 may vary based on the age of the Owner on the Issue Date of the Annuity or the
 date of the Owner's death.

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

   .   Owner: The Owner(s) holds all rights under the Annuity. You may name up
       to two Owners in which case all ownership rights are held jointly.
       Generally, joint owners are required to act jointly; however, if each
       owner provides us with an instruction that we find acceptable, we will
       permit each owner to act separately. All information and documents that
       we are required to send you will be sent to the first named owner. This
       Annuity does not provide a right of survivorship. Refer to the Glossary
       of Terms for a complete description of the term "Owner."
   .   Annuitant: The Annuitant is the person upon whose life we continue to
       make annuity payments. You must name an Annuitant who is a natural
       person. We do not accept a designation of joint Annuitants during the
       accumulation period. In limited circumstances and where allowed by law,
       you may name one or more Contingent Annuitants. Generally, a Contingent
       Annuitant will become the Annuitant if the Annuitant dies before the
       Annuity Date. Please refer to the discussion of "Considerations for
       Contingent Annuitants" in the Tax Considerations section of the
       Prospectus.
   .   Beneficiary: The Beneficiary is the person(s) or entity you name to
       receive the Death Benefit. Your Beneficiary Designation should be the
       exact name of your beneficiary, not only a reference to the
       beneficiary's relationship to you. If you use a designation of
       "surviving spouse," we will pay the Death Benefit to the individual that
       is your spouse at the time of your death (as defined under the federal
       tax laws and regulations). If no beneficiary is named the Death Benefit
       will be paid to you or your estate.

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

                                      39



                             MANAGING YOUR ANNUITY

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?
 You may change the Owner, Annuitant and Beneficiary Designations by sending us
 a request in writing in a form acceptable to us. Upon an ownership change, any
 automated investment or withdrawal programs will be canceled. The new owner
 must submit the applicable program enrollment if they wish to participate in
 such a program. Where allowed by law, such changes will be subject to our
 acceptance. Some of the changes we will not accept include, but are not
 limited to:
   .   a new Owner subsequent to the death of the Owner or the first of any
       joint Owners to die, except where a spouse Beneficiary has become the
       Owner as a result of an Owner's death;

   .   a new Annuitant subsequent to the Annuity Date;
   .   for "non-qualified" investments, a new Annuitant prior to the Annuity
       Date if the Annuity is owned by an entity; and

   .   a change in Beneficiary if the Owner had previously made the designation
       irrevocable.

 There are also restrictions on designation changes when you have elected
 certain optional benefits. See the "Living Benefit Programs" and "Death
 Benefits" sections of this Prospectus for any such restrictions.

 Spousal Designations

 If an Annuity is co-owned by spouses, we will assume that the sole primary
 Beneficiary is the surviving spouse that was named as the co-owner unless you
 elect an alternative Beneficiary Designation. Unless you elect an alternative
 Beneficiary Designation, upon the death of either spousal Owner, the surviving
 spouse may elect to assume ownership of the Annuity instead of taking the
 Death Benefit payment. The Death Benefit that would have been payable will be
 the new Account Value of the Annuity as of the date of due proof of death and
 any required proof of a spousal relationship. As of the date the assumption is
 effective, the surviving spouse will have all the rights and benefits that
 would be available under the Annuity to a new purchaser of the same attained
 age. For purposes of determining any future Death Benefit for the beneficiary
 of the surviving spouse, the new Account Value will be considered as the
 initial Purchase Payment. No CDSC will apply to the new Account Value.
 However, any additional Purchase Payments applied after the date the
 assumption is effective will be subject to all provisions of the Annuity,
 including the CDSC when applicable.


 Spousal assumption is also permitted, subject to our rules and regulatory
 approval, if the Annuity is held by a custodial account established to hold
 retirement assets for the benefit of the natural person Annuitant pursuant to
 the provisions of Section 408(a) of the Internal Revenue Code ("Code") (or any
 successor Code section thereto) ("Custodial Account") and, on the date of the
 Annuitant's death, the spouse of the Annuitant is (1) the Contingent Annuitant
 under the Annuity and (2) the beneficiary of the Custodial Account. The
 ability to continue the Annuity in this manner will result in the Annuity no
 longer qualifying for tax deferral under the Code. However, such tax deferral
 should result from the ownership of the Annuity by the Custodial Account.
 Please consult your tax or legal adviser.

 We define a spouse the same as under federal tax laws and regulations.

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

 Where the Annuity is held by a Custodial Account, the Contingent Annuitant
 will not automatically become the Annuitant upon the death of the Annuitant.
 Upon the death of the Annuitant, the Custodial Account will have the choice,
 subject to our rules, to either elect to receive the Death Benefit or elect to
 continue the Annuity. If the Custodial Account elects to receive the Death
 Benefit, the Account Value of the Annuity as of the date of due proof of death
 of the Annuitant will reflect the amount that would have been payable had a
 Death Benefit been paid. See the section above entitled "Spousal Designations"
 for more information about how the Annuity can be continued by a Custodial
 Account.

 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?
 If after purchasing your Annuity you change your mind and decide that you do
 not want it, you may return it to us within a certain period of time known as
 a right to cancel period. This is often referred to as a "free look."
 Depending on the state in which you purchased your Annuity and, in some
 states, if you purchased the Annuity as a replacement for a prior contract,
 the right to cancel period may be ten (10) days, or longer, measured from the
 time that you received your Annuity. If you return your Annuity during the
 applicable period, we will refund your current Account Value plus any tax
 charge deducted, less any applicable federal and state income tax withholding
 and depending on your state's requirements, any applicable insurance charges
 deducted. The amount returned to you may be higher or lower than the Purchase
 Payment(s) applied during the right to cancel period. Where required by law,
 we will return your Purchase Payment(s), or the greater of your current
 Account Value and the amount of your Purchase

                                      40



 Payment(s) applied during the right to cancel period less any applicable
 federal and state income tax withholding. With respect to XT6, if you return
 your Annuity, we will not return any XTra Credits we applied to your Annuity
 based on your Purchase Payments.

 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?

 Unless we agree otherwise and subject to our rules, the minimum amount that we
 accept as an additional Purchase Payment is $100 unless you participate in our
 Systematic Investment Plan or a periodic Purchase Payment program. Purchase
 Payments made while you participate in an asset allocation program will be
 allocated in accordance with such program. Additional Purchase Payments may be
 made at any time before the Annuity Date. Additional Purchase Payments are not
 permitted in certain states.


 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?

 You can make additional Purchase Payments to your Annuity by authorizing us to
 deduct money directly from your bank account and applying it to your Annuity.
 We call our electronic funds transfer program "The Systematic Investment
 Plan." Purchase Payments made through electronic funds transfer may only be
 allocated to the Sub-accounts when applied. Different allocation requirements
 may apply in connection with certain optional benefits. We may allow you to
 invest in your Annuity with a lower initial Purchase Payment, as long as you
 authorize payments through an electronic funds transfer that will equal at
 least the minimum Purchase Payment set forth above during the first 12 months
 of your Annuity. We may suspend or cancel electronic funds transfer privileges
 if sufficient funds are not available from the applicable financial
 institution on any date that a transaction is scheduled to occur.


 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?
 These types of programs are only available with certain types of qualified
 investments. If your employer sponsors such a program, we may agree to accept
 periodic Purchase Payments through a salary reduction program as long as the
 allocations are made only to Sub-accounts and the periodic Purchase Payments
 received in the first year total at least the minimum Purchase Payment set
 forth above.

                                      41



                          MANAGING YOUR ACCOUNT VALUE

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?
 (See "Valuing Your Investment" for a description of our procedure for pricing
 initial and subsequent Purchase Payments.)

 Initial Purchase Payment: Once we accept your application, we invest your
 Purchase Payment in your Annuity according to your instructions for allocating
 your Account Value. The Purchase Payment is your initial Purchase Payment
 minus any tax charges that may apply. You can allocate Account Value to one or
 more Sub-accounts or Fixed Allocations. Investment restrictions will apply if
 you elect certain optional benefits.

 Subsequent Purchase Payments: Unless you participate in an asset allocation
 program, or unless you have provided us with other specific allocation
 instructions for one, more than one, or all subsequent Purchase Payments, we
 will allocate any additional Purchase Payments you make according to your
 initial Purchase Payment allocation instructions. If you so instruct us, we
 will allocate subsequent Purchase Payments according to any new allocation
 instructions. Unless you tell us otherwise, Purchase Payments made while you
 participate in an asset allocation program will be allocated in accordance
 with such program.

 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE ASAP III AND APEX II ANNUITIES?
 We apply a Loyalty Credit to your Annuity's Account Value at the end of your
 fifth Annuity Year ("fifth Annuity Anniversary"). With respect to ASAP III,
 for annuities issued on or after February 13, 2006, the Loyalty Credit is
 equal to 0.50% of total Purchase Payments made during the first four Annuity
 Years less the cumulative amount of withdrawals made (including the deduction
 of any CDSC amounts) through the fifth Annuity Anniversary. With respect to
 APEX II, for annuities issued between June 20, 2005 and February 13, 2006, the
 Loyalty Credit is equal to 2.25% of total Purchase Payments made during the
 first four Annuity Years less the cumulative amount of withdrawals made
 (including the deduction of any CDSC amounts) through the fifth Annuity
 Anniversary. For APEX II Annuities issued on or after February 13, 2006, the
 Loyalty Credit is equal to 2.75% of total Purchase Payments made during the
 first four Annuity Years less the cumulative amount of withdrawals made
 (including the deduction of any CDSC amounts) through the fifth Annuity
 Anniversary.

 If the total Purchase Payments made during the first four Annuity Years is
 less than the cumulative amount of withdrawals made on or before the fifth
 Annuity Anniversary, no Loyalty Credit will be applied to your Annuity. Also,
 no Loyalty Credit will be applied to your Annuity if your Account Value is
 zero on the fifth Annuity Anniversary. This would include any situation where
 the Annuity is still in force due to the fact that payments are being made
 under an optional benefit such as Lifetime Five, Spousal Lifetime Five,
 Highest Daily Lifetime Five or the Guaranteed Minimum Withdrawal Benefit. In
 addition, no Loyalty Credit will be applied to your Annuity if before the
 fifth Annuity Anniversary: (i) you have surrendered your Annuity; (ii) you
 have annuitized your Annuity; (iii) your Beneficiary has elected our
 Beneficiary Continuation Option; or (iv) we have received due proof of your
 death (and there has been no spousal continuation election made). If your
 spouse continues the Annuity under our spousal continuation option, we will
 apply the Loyalty Credit to your Annuity only on the fifth Annuity Anniversary
 measured from the date that we originally issued you the Annuity. Since the
 Loyalty Credit is applied to the Account Value only, any guarantees that are
 not based on Account Value will not reflect the Loyalty Credit. Similarly,
 guarantees that are made against a loss in Account Value will not be triggered
 in certain very limited circumstances where they otherwise would have been,
 had no Loyalty Credit been applied to the Account Value.

 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE ASAP III AND
 APEX II ANNUITIES?
 Any Loyalty Credit that is allocated to your Account Value on the fifth
 Annuity Anniversary will be allocated to the Fixed Allocations and
 Sub-accounts in the same percentages as Purchase Payments are then being
 allocated to your Annuity.

 Example of Applying the Loyalty Credit with respect to ASAP III
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. During Annuity Year four (i.e., prior to
 the fourth Annuity Anniversary) you make an additional $10,000 Purchase
 Payment. During the early part of Annuity Year five (i.e., prior to the fifth
 Annuity Anniversary) you make a $10,000 Purchase Payment and later in the year
 make a withdrawal of $5,000. The Loyalty Credit that we will apply to your
 Annuity on the fifth Annuity Anniversary is, subject to state availability,
 equal to 0.50% of $15,000 (this represents the $20,000 of Purchase Payments
 made during the first four Annuity Years minus the $5,000 withdrawal made in
 the fifth Annuity Year. The computation disregards the additional $10,000
 Purchase Payment made in the fifth Annuity Year.) Therefore, the Loyalty
 Credit amount would be equal to $75.00.

 Example of Applying the Loyalty Credit with respect to APEX II
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. During Annuity Year four (i.e., prior to
 the fourth Annuity Anniversary) you make an additional $10,000 Purchase
 Payment. During the early part of Annuity Year five (i.e., prior to the fifth
 Annuity Anniversary) you make a $10,000 Purchase Payment and later in the year
 make a withdrawal of $5,000. The Loyalty Credit that we will apply to your
 Annuity on the fifth Annuity Anniversary is, subject to state availability,
 equal to 2.75% of $15,000 (this represents the $20,000 of Purchase Payments
 made during the first four

                                      42



 Annuity Years minus the $5,000 withdrawal made in the fifth Annuity Year. The
 computation disregards the additional $10,000 Purchase Payment made in the
 fifth Annuity Year.) Therefore, the Loyalty Credit amount would be equal to
 $412.50.

 HOW DO I RECEIVE CREDITS UNDER THE XT6 ANNUITY?
 We apply a "Credit" to your Annuity's Account Value each time you make a
 Purchase Payment during the first six (6) Annuity Years. The amount of the
 Credit is payable from our general account. The amount of the Credit depends
 on the Annuity Year in which the Purchase Payment(s) is made, according to the
 table below:

 For annuities issued prior to February 13, 2006:



                              ANNUITY YEAR CREDIT
                              -------------------
                                        
                                   1       6.00%
                                   2       5.00%
                                   3       4.00%
                                   4       3.00%
                                   5       2.00%
                                   6       1.00%
                                   7+      0.00%
                              -------------------


 For annuities issued on or after February 13, 2006 (subject to state
 availability):



                              ANNUITY YEAR CREDIT
                              -------------------
                                        
                                   1       6.50%
                                   2       5.00%
                                   3       4.00%
                                   4       3.00%
                                   5       2.00%
                                   6       1.00%
                                   7+      0.00%
                              -------------------


 Credits Applied to Purchase Payments for Designated Class of Annuity Owner
 Prior to May 1, 2004, where allowed by state law, Annuities could be purchased
 by a member of the class defined below, with a different table of Credits. The
 Credit applied to all Purchase Payments on such Annuities is as follows based
 on the Annuity Year in which the Purchase Payment was made: Year 1 -9.0%; Year
 2 -9.0%; Year 3 -8.5%; Year 4 -8.0%; Year 5 -7.0%; Year 6 -6.0%; Year 7 -5.0%;
 Year 8 -4.0%; Year 9 -3.0%; Year 10 -2%; Year 11+ -0.0%.


 The designated class of Annuity Owners included: (a) any parent company,
 affiliate or subsidiary of ours; (b) an officer, director, employee, retiree,
 sales representative, or in the case of an affiliated broker-dealer,
 registered representative of such company; (c) a director, officer or trustee
 of any underlying mutual fund; (d) a director, officer or employee of any
 investment manager, sub-advisor, transfer agent, custodian, auditing, legal or
 administrative services provider that is providing investment management,
 advisory, transfer agency, custodian-ship, auditing, legal and/or
 administrative services to an underlying mutual fund or any affiliate of such
 firm; (e) a director, officer, employee or registered representative of a
 broker-dealer or insurance agency that has a then current selling agreement
 with us and/or with Prudential Annuities Distributors, Inc., a Prudential
 Financial Company; (f) a director, officer, employee or authorized
 representative of any firm providing us or our affiliates with regular legal,
 actuarial, auditing, underwriting, claims, administrative, computer support,
 marketing, office or other services; (g) the then current spouse of any such
 person noted in (b) through (f), above; (h) the parents of any such person
 noted in (b) through (g), above; (i) the child(ren) or other legal dependent
 under the age of 21 of any such person noted in (b) through (h); and (j) the
 siblings of any such persons noted in (b) through (h) above.


 All other terms and conditions of the Annuity apply to Owners in the
 designated class.

 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE XT6 ANNUITY?
 Each Credit is allocated to your Account Value at the time the Purchase
 Payment is applied to your Account Value. The amount of the Credit is
 allocated to the investment options in the same ratio as the applicable
 Purchase Payment is applied.

 Examples of Applying Credits

 Initial Purchase Payment
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. We would apply a 6.5% Credit to your
 Purchase Payment and allocate the amount of the Credit ($650 = $10,000 X .065)
 to your Account Value in the proportion that your Purchase Payment is
 allocated.

                                      43



 Additional Purchase Payment in Annuity Year 2
 Assume that you make an additional Purchase Payment of $5,000. We would apply
 a 5.0% Credit to your Purchase Payment and allocate the amount of the Credit
 ($250 = $5,000 X .05) to your Account Value.

 Additional Purchase Payment in Annuity Year 6
 Assume that you make an additional Purchase Payment of $15,000. We would apply
 a 1.0% Credit to your Purchase Payment and allocate the amount of the Credit
 ($150 = $15,000 X .01) to your Account Value.


 The amount of any XTra Credits applied to your XT6 Annuity Account Value can
 be taken back by Prudential Annuities under certain circumstances:

   .   any XTra Credits applied to your Account Value on Purchase Payments made
       within the 12 months before the Owner's (or Annuitant's if entity owned)
       date of death will be taken back;
   .   the amount available under the medically-related surrender portion of
       the Annuity will not include the amount of any XTra Credits payable on
       Purchase Payments made within 12 months prior to the date of a request
       under the medically-related surrender provision; and
   .   if you elect to "free look" your Annuity, the amount returned to you
       will not include the amount of any XTra Credits.


 The Account Value may be substantially reduced if Prudential Annuities takes
 back the XTra Credit amount under these circumstances. The amount we take back
 will equal the XTra Credit, without adjustment up or down for investment
 performance. Therefore, any gain on the XTra Credit amount will not be taken
 back. But if there was a loss on the XTra Credit, the amount we take back will
 still equal amount of the XTra Credit. We do not deduct a CDSC in any
 situation where we take back the XTra Credit amount. During the first 10
 Annuity Years, the total asset-based charges on this Annuity (including the
 Insurance Charge and the Distribution Charge) are higher than many of our
 other annuities, including other annuities we offer that apply credits to
 Purchase Payments.


 General Information about Credits
   .   We do not consider Credits to be "investment in the contract" for income
       tax purposes.
   .   You may not withdraw the amount of any Credits under the Free Withdrawal
       provision. The Free Withdrawal provision only applies to withdrawals of
       Purchase Payments.

 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?
 During the accumulation period you may transfer Account Value between
 investment options subject to the restrictions outlined below. Transfers are
 not subject to taxation on any gain. We may require a minimum of $500 in each
 Sub-account you allocate Account Value to at the time of any allocation or
 transfer. If you request a transfer and, as a result of the transfer, there
 would be less than $500 in the Sub-account, we may transfer the remaining
 Account Value in the Sub-account pro- rata to the other investment options to
 which you transferred.


 Currently, any transfer involving the ProFunds VP Sub-accounts must be
 received by us no later than one hour prior to any announced closing of the
 applicable securities exchange (generally, 3:00 p.m. Eastern time) to be
 processed on the current Valuation Day. The "cut-off" time for such financial
 transactions involving a ProFunds VP Sub-account will be extended to 1/2 hour
 prior to any announced closing (generally, 3:30 p.m. Eastern time) for
 transactions submitted electronically, including through Prudential Annuities'
 Internet website (www.prudentialannuities.com).


 Currently, we charge $10.00 for each transfer after the twentieth
 (20/th/) transfer in each Annuity Year. Transfers made as part of a Dollar
 Cost Averaging, Automatic Rebalancing or asset allocation program do not count
 toward the twenty free transfer limit. Renewals or transfers of Account Value
 from a Fixed Allocation at the end of its Guarantee Period are not subject to
 the transfer charge. We may reduce the number of free transfers allowable each
 Annuity Year (subject to a minimum of eight) without charging a Transfer Fee.
 We may also increase the Transfer Fee that we charge to $20.00 for each
 transfer after the number of free transfers has been used up. We may eliminate
 the Transfer Fee for transfer requests transmitted electronically or through
 other means that reduce our processing costs. If enrolled in any program that
 does not permit transfer requests to be transmitted electronically, the
 Transfer Fee will not be waived.


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


 Frequent transfers among Sub-accounts in response to short-term fluctuations
 in markets, sometimes called "market timing," can make it very difficult for a
 Portfolio manager to manage a Portfolio's investments. Frequent transfers may
 cause the Portfolio to

                                      44



 hold more cash than otherwise necessary, disrupt management strategies,
 increase transaction costs, or affect performance. Each Annuity offers
 Sub-accounts designed for Owners who wish to engage in frequent transfers
 (i.e., one or more of the Sub-accounts corresponding to the ProFund Portfolios
 and the AST Money Market Portfolio), and we encourage Owners seeking frequent
 transfers to utilize those Sub-accounts.

 In light of the risks posed to Owners and other investors by frequent
 transfers, we reserve the right to limit the number of transfers in any
 Annuity Year for all existing or new Owners and to take the other actions
 discussed below. We also reserve the right to limit the number of transfers in
 any Annuity Year or to refuse any transfer request for an Owner or certain
 Owners if: (a) we believe that excessive transfer activity (as we define it)
 or a specific transfer request or group of transfer requests may have a
 detrimental effect on Unit Values or the share prices of the Portfolios; or
 (b) we are informed by a Portfolio (e.g., by the Portfolio's portfolio
 manager) that the purchase or redemption of shares in the Portfolio must be
 restricted because the Portfolio believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected Portfolio. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular Portfolio. In furtherance of our general
 authority to restrict transfers as described above, and without limiting other
 actions we may take in the future, we have adopted the following specific
 restrictions:
..   With respect to each Sub-account (other than the AST Money Market
    Sub-account, or a Sub-account corresponding to a ProFund Portfolio), we
    track amounts exceeding a certain dollar threshold that were transferred
    into the Sub-account. If you transfer such amount into a particular
    Sub-account, and within 30 calendar days thereafter transfer (the "Transfer
    Out") all or a portion of that amount into another Sub-account, then upon
    the Transfer Out, the former Sub-account becomes restricted (the
    "Restricted Sub-account"). Specifically, we will not permit subsequent
    transfers into the Restricted Sub-account for 90 calendar days after the
    Transfer Out if the Restricted Sub-account invests in a non-international
    Portfolio, or 180 calendar days after the Transfer Out if the Restricted
    Sub-account invests in an international Portfolio. For purposes of this
    rule, we (i) do not count transfers made in connection with one of our
    systematic programs, such as asset allocation and automated withdrawals;
    (ii) do not count any transfer that solely involves Sub-accounts
    corresponding to any ProFund Portfolio and/or the AST Money Market
    Portfolio; and (iii) do not categorize as a transfer the first transfer
    that you make after the Issue Date, if you make that transfer within 30
    calendar days after the Issue Date. Even if an amount becomes restricted
    under the foregoing rules, you are still free to redeem the amount from
    your Annuity at any time.
..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving the Sub-accounts on
    the Valuation Day subsequent to the Valuation Day on which the exchange
    request was received. Before implementing such a practice, we would issue a
    separate written notice to Owners that explains the practice in detail.

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


 Contract owners in New York who purchased their contracts prior to March 15,
 2004 are not subject to the specific restrictions outlined in bulleted
 paragraphs immediately above. In addition, there are contract owners of
 different variable annuity contracts that are funded through the same Separate
 Account that are not subject to the above-referenced transfer restrictions
 and, therefore, might make more numerous and frequent transfers than contract
 owners who are subject to such limitations. Finally, there are contract owners
 of other variable annuity contracts or variable life contracts that are issued
 by Prudential Annuities as well as other insurance companies that have the
 same underlying mutual fund portfolios available to them. Since some contract
 owners are not subject to the same transfer restrictions, unfavorable
 consequences associated with such frequent trading within the underlying
 mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
 performance or tax issues) may affect all contract owners. Similarly, while
 contracts managed by a Financial Professional or third party investment
 advisor are subject to the restrictions on transfers between investment
 options that are discussed above, if the advisor manages a number of contracts
 in the same fashion unfavorable consequences may be associated with management
 activity since it may involve the movement of a substantial portion of an
 underlying mutual fund's assets which may affect all contract owners invested
 in the affected options. Apart from jurisdiction-specific and contract
 differences in transfer restrictions, we will apply these rules uniformly
 (including contracts managed by a Financial Professional or third party
 investment advisor), and will not waive a transfer restriction for any
 contract owner.


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

 The Portfolios have adopted their own policies and procedures with respect to
 excessive trading of their respective shares, and we reserve the right to
 enforce any such current or future policies and procedures. The prospectuses
 for the Portfolios describe any such policies and procedures, which may be
 more or less restrictive than the policies and procedures we have adopted.
 Under SEC rules, we are required to: (1) enter into a written agreement with
 each Portfolio or its principal underwriter or its transfer agent that
 obligates us to provide to the Portfolio promptly upon request certain
 information about the trading activity of individual contract owners, and
 (2) execute instructions from the Portfolio to restrict or prohibit further
 purchases or transfers by specific contract owners who violate the excessive
 trading policies established by the Portfolio. In addition, you should be
 aware that some Portfolios may receive "omnibus" purchase and redemption
 orders from other insurance companies or intermediaries such as retirement
 plans. The omnibus orders reflect the aggregation and netting of multiple
 orders from individual owners of variable


                                      45



 insurance contracts and/or individual retirement plan participants. The
 omnibus nature of these orders may limit the Portfolios in their ability to
 apply their excessive trading policies and procedures. In addition, the other
 insurance companies and/or retirement plans may have different policies and
 procedures or may not have any such policies and procedures because of
 contractual limitations. For these reasons, we cannot guarantee that the
 Portfolios (and thus contract owners) will not be harmed by transfer activity
 relating to other insurance companies and/or retirement plans that may invest
 in the Portfolios.

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

 DO YOU OFFER DOLLAR COST AVERAGING?
 Yes. We offer Dollar Cost Averaging during the accumulation period. Dollar
 Cost Averaging allows you to systematically transfer an amount periodically
 from one investment option to one or more other investment options. You can
 choose to transfer earnings only, principal plus earnings or a flat dollar
 amount. You may elect a Dollar Cost Averaging program that transfers amounts
 monthly, quarterly, semi-annually, or annually from Sub-accounts, or a program
 that transfers amounts monthly from Fixed Allocations. By investing amounts on
 a regular basis instead of investing the total amount at one time, Dollar Cost
 Averaging may decrease the effect of market fluctuation on the investment of
 your Purchase Payment. This may result in a lower average cost of units over
 time. However, there is no guarantee that Dollar Cost Averaging will result in
 a profit or protect against a loss in a declining market. There is no minimum
 Account Value required to enroll in a Dollar Cost Averaging program and we do
 not deduct a charge for participating in a Dollar Cost Averaging program.

 You can Dollar Cost Average from Sub-accounts or Fixed Allocations. Dollar
 Cost Averaging from Fixed Allocations is subject to a number of rules that
 include, but are not limited to the following:
   .   You may only use Fixed Allocations with Guarantee Periods of 1, 2 or 3
       years.
   .   You may only Dollar Cost Average earnings or principal plus earnings. If
       transferring principal plus earnings, the program must be designed to
       last the entire Guarantee Period for the Fixed Allocation.
   .   Dollar Cost Averaging transfers from Fixed Allocations are not subject
       to a Market Value Adjustment.

 NOTE: When a Dollar Cost Averaging program is established from a Fixed
 Allocation, the fixed rate of interest we credit to your Account Value is
 applied to a declining balance due to the transfers of Account Value to the
 Sub-accounts during the Guarantee Period. This will reduce the effective rate
 of return on the Fixed Allocation over the Guarantee Period.


 The Dollar Cost Averaging program is not available if you have elected an
 automatic rebalancing program or an asset allocation program. Dollar Cost
 Averaging from Fixed Allocations also is not available if you elect certain
 optional benefits.

 Prudential Annuities may offer Fixed Allocations with Guarantee Periods of 6
 months or 12 months exclusively for use with a Dollar Cost Averaging program
 ("DCA Fixed Allocations"). DCA Fixed Allocations are designed to automatically
 transfer Account Value in either 6 or 12 payments under a Dollar Cost
 Averaging program. Dollar Cost Averaging transfers will be effected on the
 date the DCA Fixed Dollar Allocation is established and each month following
 until the entire principal amount plus earnings is transferred. DCA Fixed
 Allocations may only be established with your initial Purchase Payment or
 additional Purchase Payments. You may not transfer existing Account Value to a
 DCA Fixed Allocation. We reserve the right to terminate offering these special
 purpose Fixed Allocations at any time.

 Account Value allocated to the DCA Fixed Allocation will be transferred to the
 Sub-accounts you choose under the Dollar Cost Averaging program. If you
 terminate the Dollar Cost Averaging program before the entire principal amount
 plus earnings has been transferred to the Sub-account(s), you must transfer
 all remaining Account Value to any other investment option. Unless you provide
 alternate instructions at the time you terminate the Dollar Cost Averaging
 program, Account Value will be transferred to the AST Money Market
 Sub-account. Transfers from Fixed Allocations as part of a Dollar Cost
 Averaging program are not subject to a Market Value Adjustment. However, a
 Market Value Adjustment will apply if you terminate the Dollar Cost Averaging
 program before the entire principal amount plus earnings has been transferred
 to the Sub-account(s).


 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?
 Yes. During the accumulation period, we offer Automatic Rebalancing among the
 Sub-accounts you choose. You can choose to have your Account Value rebalanced
 monthly, quarterly, semi-annually, or annually. On the appropriate date, the
 Sub-accounts you chose are rebalanced to the allocation percentages you
 requested. With Automatic Rebalancing, we transfer the appropriate amount from
 the "overweighted" Sub-accounts to the "underweighted" Sub-accounts to return
 your allocations to the percentages you request. For example, over time the
 performance of the Sub-accounts will differ, causing your percentage
 allocations to shift.

                                      46



 Any transfer to or from any Sub-account that is not part of your Automatic
 Rebalancing program, will be made; however, that Sub-account will not become
 part of your rebalancing program unless we receive instructions from you
 indicating that you would like such option to become part of the program.

 There is no minimum Account Value required to enroll in Automatic Rebalancing.
 All rebalancing transfers as part of an Automatic Rebalancing program are not
 included when counting the number of transfers each year toward the maximum
 number of free transfers. We do not deduct a charge for participating in an
 Automatic Rebalancing program. Participation in the Automatic Rebalancing
 program may be restricted if you are enrolled in certain other optional
 programs. Sub-accounts that are part of a Systematic Withdrawal program or
 Dollar Cost Averaging program will be excluded from an Automatic Rebalancing
 program.

 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?
 We currently do not offer any asset allocation programs for use with your
 Annuity. Prior to December 5, 2005, we made certain asset allocation programs
 available. If you enrolled in one of the asset allocation programs prior to
 December 5, 2005, see the Appendix entitled, "Additional Information on the
 Asset Allocation Programs" for more information on how the programs are
 administered.


 WHAT IS THE BALANCED INVESTMENT PROGRAM?

 We offer a balanced investment program where a portion of your Account Value
 is allocated to a Fixed Allocation and the remaining Account Value is
 allocated to the Sub-accounts that you select. When you enroll in the Balanced
 Investment Program, you choose the duration that you wish the program to last.
 This determines the duration of the Guarantee Period for the Fixed Allocation.
 Based on the fixed rate for the Guarantee Period chosen, we calculate the
 portion of your Account Value that must be allocated to the Fixed Allocation
 to grow to a specific "principal amount" (such as your initial Purchase
 Payment). We determine the amount based on the rates then in effect for the
 Guarantee Period you choose. If you continue the program until the end of the
 Guarantee Period and make no withdrawals or transfers, at the end of the
 Guarantee Period, the Fixed Allocation will have grown to equal the "principal
 amount". Withdrawals or transfers from the Fixed Allocation before the end of
 the Guarantee Period will terminate the program and may be subject to a Market
 Value Adjustment. You can transfer the Account Value that is not allocated to
 the Fixed Allocation between any of the Sub-accounts available under your
 Annuity. Account Value you allocate to the Sub-accounts is subject to market
 fluctuations and may increase or decrease in value. We do not deduct a charge
 for participating in the Balanced Investment Program.

      Example
      Assume you invest $100,000. You choose a 10-year program and allocate a
      portion of your Account Value to a Fixed Allocation with a 10-year
      Guarantee Period. The rate for the 10-year Guarantee Period is 2.50%*.
      Based on the fixed interest rate for the Guarantee Period chosen, the
      factor is 0.781198 for determining how much of your Account Value will be
      allocated to the Fixed Allocation. That means that $78,120 will be
      allocated to the Fixed Allocation and the remaining Account Value
      ($21,880) will be allocated to the Sub-accounts. Assuming that you do not
      make any withdrawals or transfers from the Fixed Allocation, it will grow
      to $100,000 at the end of the Guarantee Period. Of course we cannot
      predict the value of the remaining Account Value that was allocated to
      the Sub-accounts.

 *  The rate in this example is hypothetical and may not reflect the current
    rate for Guarantee Periods of this duration.

 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION
 INSTRUCTIONS?
 Yes. Subject to our rules, your Financial Professional may forward
 instructions regarding the allocation of your Account Value, and request
 financial transactions involving investment options. If your Financial
 Professional has this authority, we deem that all transactions that are
 directed by your Financial Professional with respect to your Annuity have been
 authorized by you. You must contact us immediately if and when you revoke such
 authority. We will not be responsible for acting on instructions from your
 Financial Professional until we receive notification of the revocation of such
 person's authority. We may also suspend, cancel or limit these privileges at
 any time. We will notify you if we do.

 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?

 Yes. You may engage your own investment advisor to manage your account. These
 investment advisors may be firms or persons who also are appointed by us, or
 whose affiliated broker-dealers are appointed by us, as authorized sellers of
 the Annuities. Even if this is the case, however, please note that the
 investment advisor you engage to provide advice and/or make transfers for you,
 is not acting on our behalf, but rather is acting on your behalf. We do not
 offer advice about how to allocate your Account Value under any circumstance.
 As such, we are not responsible for any recommendations such investment
 advisors make, any investment models or asset allocation programs they choose
 to follow or any specific transfers they make on your behalf. Please note that
 if you have engaged a third-party investment advisor to provide asset
 allocation services with respect to your Annuity, we do not allow you to elect
 an optional benefit that requires investment in an asset allocation Portfolio
 and/or that involves mandatory Account Value transfers (e.g. Highest Daily
 GRO).

 You will receive confirmations of transactions that affect your Annuity.

 It is your responsibility to arrange for the payment of the advisory fee
 charged by your investment advisor. Similarly, it is your responsibility to
 understand the advisory services provided by your investment advisor and the
 advisory fees charged for the services.


                                      47




 We or an affiliate of ours may provide administrative support to licensed,
 registered Financial Professionals or Investment advisors who you authorize to
 make financial transactions on your behalf. We may require Financial
 Professionals or investment advisors, who are authorized by multiple contract
 owners to make financial transactions, to enter into an administrative
 agreement with Prudential Annuities as a condition of our accepting
 transactions on your behalf. The administrative agreement may impose
 limitations on the Financial Professional's or investment advisor's ability to
 request financial transactions on your behalf. These limitations are intended
 to minimize the detrimental impact of a Financial Professional who is in a
 position to transfer large amounts of money for multiple clients in a
 particular Portfolio or type of portfolio or to comply with specific
 restrictions or limitations imposed by a Portfolio(s) of Prudential Annuities.

 Please Note: Annuities where your Financial Professional or investment advisor
 has the authority to forward instruction on financial transactions are also
 subject to the restrictions on transfers between investment options that are
 discussed in the section entitled "ARE THERE RESTRICTIONS OR CHARGES ON
 TRANSFERS BETWEEN INVESTMENT OPTIONS?" Since transfer activity directed by a
 Financial Professional or third party investment adviser may result in
 unfavorable consequences to all contract owners invested in the affected
 options, we reserve the right to limit the investment options available to a
 particular Owner where such authority as described above has been given to a
 Financial Professional or investment advisor or impose other transfer
 restrictions we deem necessary. The administrative agreement may limit the
 available investment options, require advance notice of large transactions, or
 impose other trading limitations on your Financial Professional. Your
 Financial Professional will be informed of all such restrictions on an ongoing
 basis. We may also require that your Financial Professional transmit all
 financial transactions using the electronic trading functionality available
 through our Internet website (www.prudentialannuities.com).


 Limitations that we may impose on your Financial Professional or investment
 advisor under the terms of the administrative agreement do not apply to
 financial transactions requested by an Owner on their own behalf, except as
 otherwise described in this Prospectus.

 HOW DO THE FIXED ALLOCATIONS WORK?
 We credit a fixed interest rate to the Fixed Allocation throughout a set
 period of time called a "Guarantee Period." Fixed Allocations currently are
 offered with Guarantee Periods from 1 to 10 years. We may make Fixed
 Allocations of different durations available in the future, including Fixed
 Allocations offered exclusively for use with certain optional investment
 programs. Fixed Allocations may not be available in all states and may not
 always be available for all Guarantee Periods depending on market factors and
 other considerations.

 The interest rate credited to a Fixed Allocation is the rate in effect when
 the Guarantee Period begins and does not change during the Guarantee Period.
 The rates are an effective annual rate of interest. We determine the interest
 rates for the various Guarantee Periods. At the time that we confirm your
 Fixed Allocation, we will advise you of the interest rate in effect and the
 date your Fixed Allocation matures. We may change the rates we credit new
 Fixed Allocations at any time. Any change in interest rate does not affect
 Fixed Allocations that were in effect before the date of the change. To
 inquire as to the current rates for Fixed Allocations, please call
 1-800-752-6342.

 A Guarantee Period for a Fixed Allocation begins:
   .   when all or part of a net Purchase Payment is allocated to that
       particular Guarantee Period;
   .   upon transfer of any of your Account Value to a Fixed Allocation for
       that particular Guarantee Period; or
   .   when you "renew" a Fixed Allocation by electing a new Guarantee Period.


 To the extent permitted by law, we may establish different interest rates for
 Fixed Allocations offered to a class of Owners who choose to participate in
 various optional investment programs we make available. This may include, but
 is not limited to, Owners who elect to use Fixed Allocations under a dollar
 cost averaging program (see "Do You Offer Dollar Cost Averaging?") or the
 Balanced Investment Program.


 The interest rate credited to Fixed Allocations offered to this class of
 purchasers may be different than those offered to other purchasers who choose
 the same Guarantee Period but who do not participate in an optional investment
 program. Any such program is at our sole discretion.


 Prudential Annuities may offer Fixed Allocations with Guarantee Periods of 3
 months or 6 months exclusively for use as a short-term Fixed Allocation
 ("Short-term Fixed Allocations"). Short-term Fixed Allocations may only be
 established with your initial Purchase Payment or additional Purchase
 Payments. You may not transfer existing Account Value to a Short-term Fixed
 Allocation. We reserve the right to terminate offering these special purpose
 Fixed Allocations at any time.


 On the Maturity Date of the Short-term Fixed Allocation, the Account Value
 will be transferred to the Sub-account(s) you choose at the inception of the
 program. If no instructions are provided, such Account Value will be
 transferred to the AST Money Market Sub-account. Short-term Fixed Allocations
 may not be renewed on the Maturity Date. If you surrender the Annuity or
 transfer any Account Value from the Short-term Fixed Allocation to any other
 investment option before the end of the Guarantee Period, a Market Value
 Adjustment will apply.

                                      48



 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?
 We do not have a specific formula for determining the fixed interest rates for
 Fixed Allocations. Generally the interest rates we offer for Fixed Allocations
 will reflect the investment returns available on the types of investments we
 make to support our fixed rate guarantees. These investment types may include
 cash, debt securities guaranteed by the United States government and its
 agencies and instrumentalities, money market instruments, corporate debt
 obligations of different durations, private placements, asset-backed
 obligations and municipal bonds. In determining rates we also consider factors
 such as the length of the Guarantee Period for the Fixed Allocation,
 regulatory and tax requirements, liquidity of the markets for the type of
 investments we make, commissions, administrative and investment expenses, our
 insurance risks in relation to the Fixed Allocations, general economic trends
 and competition. Some of these considerations are similar to those we consider
 in determining the Insurance Charge that we deduct from Account Value
 allocated to the Sub-accounts. The interest rate that we credit to the Fixed
 Allocations may be reduced by an amount that corresponds to the asset-based
 charges assessed against the Sub-accounts.

 We will credit interest on a new Fixed Allocation in an existing Annuity at a
 rate not less than the rate we are then crediting to Fixed Allocations for the
 same Guarantee Period selected by new Annuity purchasers in the same class.

 The interest rate we credit for a Fixed Allocation is subject to a minimum.
 Please refer to the Statement of Additional Information. In certain states the
 interest rate may be subject to a minimum under state law or regulation.

 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?
 If you transfer or withdraw Account Value from a Fixed Allocation more than 30
 days before the end of its Guarantee Period, we will adjust the value of your
 investment based on a formula, called a "Market Value Adjustment" or "MVA".
 The amount of any Market Value Adjustment can be either positive or negative,
 depending on the movement of a combination of Strip Yields on Strips and an
 Option-adjusted Spread (each as defined below) between the time that you
 purchase the Fixed Allocation and the time you make a transfer or withdrawal.
 The Market Value Adjustment formula compares the combination of Strip Yields
 for Strips and the Option-adjusted Spreads as of the date the Guarantee Period
 began with the combination of Strip Yields for Strips and the Option-adjusted
 Spreads as of the date the MVA is being calculated. In certain states the
 amount of any Market Value Adjustment may be limited under state law or
 regulation. If your Annuity is governed by the laws of that state, any Market
 Value Adjustment that applies will be subject to our rules for complying with
 such law or regulation.
..   "Strips" are a form of security where ownership of the interest portion of
    United States Treasury securities are separated from ownership of the
    underlying principal amount or corpus.
..   "Strip Yields" are the yields payable on coupon Strips of United States
    Treasury securities.
..   "Option-adjusted Spread" is the difference between the yields on corporate
    debt securities (adjusted to disregard options on such securities) and
    government debt securities of comparable duration. We currently use the
    Merrill Lynch 1 to 10 year Investment Grade Corporate Bond Index of
    Option-adjusted Spreads.

 MVA Formula
 The MVA formula is applied separately to each Fixed Allocation to determine
 the Account Value of the Fixed Allocation on a particular date. The formula is
 as follows:

                         [(1+I) / (1+J+0.0010)]/N/365/

                                     where:

        I is the Strip Yield as of the start date of the Guarantee Period for
        coupon Strips maturing at the end of the applicable Guarantee Period
        plus the Option-adjusted Spread. If there are no Strips maturing at
        that time, we will use the Strip Yield for the Strips maturing as soon
        as possible after the Guarantee Period ends.

        J is the Strip Yield as of the date the MVA formula is being applied
        for coupon Strips maturing at the end of the applicable Guarantee
        Period plus the Option-adjusted Spread. If there are no Strips maturing
        at that time, we will use the Strip Yield for the Strips maturing as
        soon as possible after the Guarantee Period ends.

        N is the number of days remaining in the original Guarantee Period.

 If you surrender your Annuity under the right to cancel provision, the MVA
 formula is:

                            [(1 + I)/(1 + J)]/N/365/

                                      49



 MVA Examples
 The following hypothetical examples show the effect of the MVA in determining
 Account Value. Assume the following:
   .   You allocate $50,000 into a Fixed Allocation (we refer to this as the
       "Allocation Date" in these examples) with a Guarantee Period of 5 years
       (we refer to this as the "Maturity Date" in these examples).
   .   The Strip Yields for coupon Strips beginning on Allocation Date and
       maturing on Maturity Date plus the Option-adjusted Spread is 5.50% (I =
       5.50%).
   .   You make no withdrawals or transfers until you decide to withdraw the
       entire Fixed Allocation after exactly three (3) years, at which point
       730 days remain before the Maturity Date (N = 730).

 Example of Positive MVA
 Assume that at the time you request the withdrawal, the Strip Yields for
 Strips maturing on the Maturity Date plus the Option-adjusted Spread is 4.00%
 (J = 4.00%). Based on these assumptions, the MVA would be calculated as
 follows:

    MVA Factor = [(1+I)/(1+J+0.0010)] /N/365/ = [1.055/1.041]/2/ = 1.027078
                           Interim Value = $57,881.25
       Account Value after MVA = Interim Value X MVA Factor = $59,448.56

 Example of Negative MVA
 Assume that at the time you request the withdrawal, the Strip Yields for
 Strips maturing on the Maturity Date plus the Option-adjusted Spread is 7.00%
 (J = 7.00%). Based on these assumptions, the MVA would be calculated as
 follows:

     MVA Factor = [(1+I)/(1+J+0.0010)]/N/365/ = [1.055/1.071]/2/ = 0.970345
                           Interim Value = $57,881.25
       Account Value after MVA = Interim Value X MVA Factor = $56,164.78.

 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?
 The "Maturity Date" for a Fixed Allocation is the last day of the Guarantee
 Period. Before the Maturity Date, you may choose to renew the Fixed Allocation
 for a new Guarantee Period of the same or different length or you may transfer
 all or part of that Fixed Allocation's Account Value to another Fixed
 Allocation or to one or more Sub-accounts. We will not charge a MVA if you
 choose to renew a Fixed Allocation on its Maturity Date or transfer the
 Account Value to one or more Sub-accounts. We will notify you before the end
 of the Guarantee Period about the fixed interest rates that we are currently
 crediting to all Fixed Allocations that are being offered. The rates being
 credited to Fixed Allocations may change before the Maturity Date.

 If you do not specify how you want a Fixed Allocation to be allocated on its
 Maturity Date, we will then transfer the Account Value of the Fixed Allocation
 to the AST Money Market Sub-account. You can then elect to allocate the
 Account Value to any of the Sub-accounts or to a new Fixed Allocation.

                                      50



                            ACCESS TO ACCOUNT VALUE

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?
 During the accumulation period you can access your Account Value through
 partial withdrawals, Systematic Withdrawals, and where required for tax
 purposes, Minimum Distributions. You can also surrender your Annuity at any
 time. We may deduct a portion of the Account Value being withdrawn or
 surrendered as a CDSC, if applicable. If you surrender your Annuity, in
 addition to any CDSC, we may deduct the Annual Maintenance Fee, any Tax Charge
 that applies and the charge for any optional benefits. We may also apply a
 Market Value Adjustment to any Fixed Allocations being withdrawn or
 surrendered. Certain amounts may be available to you each Annuity Year that
 are not subject to a CDSC. These are called "Free Withdrawals." Unless you
 notify us differently, withdrawals are taken pro-rata based on the Account
 Value in the investment options at the time we receive your withdrawal
 request. Each of these types of distributions is described more fully below.

 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?
 (For more information, see "Tax Considerations.")

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

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

 CAN I WITHDRAW A PORTION OF MY ANNUITY?
 Yes, you can make a withdrawal during the accumulation period.

   .   To meet liquidity needs, you can withdraw a limited amount from your
       Annuity during each Annuity Year without application of any CDSC. We
       call this the "Free Withdrawal" amount. The Free Withdrawal amount is
       not available if you choose to surrender your Annuity. Amounts withdrawn
       as a Free Withdrawal do not reduce the amount of CDSC that may apply
       upon a subsequent withdrawal or surrender of your Annuity. After any
       partial withdrawal, your Annuity must have a Surrender Value of at least
       $1,000, or we may treat the partial withdrawal request as a request to
       fully surrender your Annuity. The minimum Free Withdrawal you may
       request is $100.

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

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

 1. First determine what, if any, amounts qualify as a Free Withdrawal. These
    amounts are not subject to the CDSC.
 2. Next determine what, if any, remaining amounts are withdrawals of Purchase
    Payments. Amounts in excess of the Free Withdrawal amount will be treated
    as withdrawals of Purchase Payments unless all Purchase Payments have been
    previously withdrawn. These amounts are subject to the CDSC. Purchase
    Payments are withdrawn on a first in, first out basis.
 3. Withdraw any remaining amounts from any other Account Value. These amounts
    are not subject to the CDSC.

 You may request a withdrawal for an exact dollar amount after deduction of any
 CDSC that applies (called a "net withdrawal") or request a gross withdrawal
 from which we will deduct any CDSC that applies, resulting in less money being
 payable to you than the amount you requested. If you request a net withdrawal,
 the amount deducted from your Account Value to pay the CDSC may also be
 subject to a CDSC.


 Partial withdrawals may also be available following annuitization but only if
 you choose certain annuity payment options. (Note, however, that we do not
 permit commutation once annuity payments have commenced).

 To request the forms necessary to make a withdrawal from your Annuity, call
 1-800-752-6342 or visit our Internet Website at www.prudentialannuities.com.


 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?
 The maximum Free Withdrawal amount during each Annuity Year is equal to 10% of
 all Purchase Payments that are subject to a CDSC. Withdrawals made within an
 Annuity Year reduce the Free Withdrawal amount available for the remainder of
 the Annuity

                                      51



 Year. If you do not make a withdrawal during an Annuity Year, you are not
 allowed to carry over the Free Withdrawal amount to the next Annuity Year.

 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?
 Yes. We call these "Systematic Withdrawals." You can receive Systematic
 Withdrawals of earnings only or a flat dollar amount. Systematic Withdrawals
 may be subject to a CDSC. We will determine whether a CDSC applies and the
 amount in the same way as we would for a partial withdrawal.

 Systematic Withdrawals can be made from Account Value allocated to the
 Sub-accounts or Fixed Allocations. Generally, Systematic Withdrawals from
 Fixed Allocations are limited to earnings accrued after the program of
 Systematic Withdrawals begins, or payments of fixed dollar amounts that do not
 exceed such earnings. Systematic Withdrawals are available on a monthly,
 quarterly, semi-annual or annual basis.

 The minimum amount for each Systematic Withdrawal is $100. If any scheduled
 Systematic Withdrawal is for less than $100 (which may occur under a program
 that provides payment of an amount equal to the earnings in your Annuity for
 the period requested), we may postpone the withdrawal and add the expected
 amount to the amount that is to be withdrawn on the next scheduled Systematic
 Withdrawal.


 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL
 REVENUE CODE?

 Yes. If your Annuity is used as a funding vehicle for certain retirement plans
 that receive special tax treatment under Sections 401, 403(b), 408 or 408A of
 the Code, Section 72(t) of the Code may provide an exception to the 10%
 penalty tax on distributions made prior to age 59 1/2 if you elect to receive
 distributions as a series of "substantially equal periodic payments".
 Distributions received under these provisions in any Annuity Year that exceed
 the maximum amount available as a free withdrawal will be subject to any
 applicable CDSC. We may apply a Market Value Adjustment to any Fixed
 Allocations. To request a program that complies with Sections 72(t), you must
 provide us with certain required information in writing on a form acceptable
 to us. We may require advance notice to allow us to calculate the amount of
 72(t) withdrawals. The Surrender Value of your Annuity must be at least
 $20,000 before we will allow you to begin a program for withdrawals under
 Sections 72(t). The minimum amount for any such withdrawal is $100 and
 payments may be made monthly, quarterly, semi-annually or annually.

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

 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?
 (See "Tax Considerations" for a further discussion of Required Minimum
 Distributions.)


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


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

 You may also annuitize your contract and begin receiving payments for the
 remainder of your life (or life expectancy) as a means of receiving income
 payments and satisfying the Required Minimum Distribution provisions under the
 Code.

 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?
 Yes. During the accumulation period you can surrender your Annuity at any
 time. Upon surrender, you will receive the Surrender Value. Upon surrender of
 your Annuity, you will no longer have any rights under the surrendered Annuity.

 For purposes of calculating any applicable CDSC on surrender, the Purchase
 Payments being withdrawn may be greater than your remaining Account Value or
 the amount of your withdrawal request. This is most likely to occur if you
 have made prior

                                      52



 withdrawals under the Free Withdrawal provision or if your Account Value has
 declined in value due to negative market performance. In that scenario, we
 would determine the CDSC amount as the applicable percentage of the Purchase
 Payments being withdrawn, rather than as a percentage of the remaining Account
 Value or withdrawal request. Thus, the CDSC would be greater than if it were
 calculated as a percentage of remaining Account Value or withdrawal amount. We
 may apply a Market Value Adjustment to any Fixed Allocations.

 Under certain annuity payment options, you may be allowed to surrender your
 Annuity for its then current value.


 To request the forms necessary to surrender your Annuity, call 1-800-752-6342
 or visit our Internet Website at www.prudentialannuities.com.

 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?

 Where permitted by law, you may request to surrender all or part of your
 Annuity prior to the Annuity Date without application of any otherwise
 applicable CDSC upon occurrence of a medically-related "Contingency Event" as
 described below. We may apply a Market Value Adjustment to any Fixed
 Allocations. If you request a full surrender, the amount payable will be your
 Account Value minus, with respect to XT6, (a) the amount of any XTra Credits
 applied within 12 months prior to your request to surrender your Annuity under
 this provision; and (b) the amount of any XTra Credits added in conjunction
 with any Purchase Payments received after our receipt of your request for a
 medically-related surrender (e.g. Purchase Payments received at such time
 pursuant to a salary reduction program). With respect to partial surrenders,
 we similarly reserve the right to take back XTra Credits as described above.


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

   .   The Annuitant must have been named or any change of Annuitant must have
       been accepted by us, prior to the "Contingency Event" described below in
       order to qualify for a medically-related surrender;
   .   the Annuitant must be alive as of the date we pay the proceeds of such
       surrender request;
   .   if the Owner is one or more natural persons, all such Owners must also
       be alive at such time;

   .   we must receive satisfactory proof of the Annuitant's confinement in a
       Medical Care Facility or Fatal Illness in writing on a form satisfactory
       to us; and

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

 A "Contingency Event" occurs if the Annuitant is:
   .   first confined in a "Medical Care Facility" while your Annuity is in
       force and remains confined for at least 90 days in a row; or
   .   first diagnosed as having a "Fatal Illness" while your Annuity is in
       force.

 The definitions of "Medical Care Facility" and "Fatal Illness," as well as
 additional terms and conditions, are provided in your Annuity. Specific
 details and definitions in relation to this benefit may differ in certain
 jurisdictions.

 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?

 We currently make available annuity options that provide fixed annuity
 payments or adjustable annuity payments. Your Annuity provides certain fixed
 annuity payment options. We do not guarantee to continue to make available any
 other option other than the fixed annuity payment options set forth in your
 Annuity. Fixed options provide the same amount with each payment. Adjustable
 options provide a fixed payment that is periodically adjusted based on current
 interest rates. Please refer to the "Living Benefits" section below for a
 description of annuity options that are available when you elect one of the
 living benefits. For additional information on annuity payment options you may
 request a Statement of Additional Information.

 You may choose an Annuity Date, an annuity option and the frequency of annuity
 payments. You may change your choices before the Annuity Date under the terms
 of your contract. A maximum Annuity Date may be required by law or under the
 terms of your Annuity. The Annuity Date may depend on the annuity option you
 choose. Certain annuity options may not be available depending on the age of
 the Annuitant. See section below entitled "How and When Do I Choose the
 Annuity Payment Option?"


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

 Please note, with respect to XT6, you may not annuitize within the first three
 Annuity Years and with respect to ASAP III and APEX II, you may not annuitize
 within the first Annuity Year.

 Option 1
 Payments for Life: Under this option, income is payable periodically until the
 death of the "key life". The "key life" (as used in this section) is the
 person or persons upon whose life annuity payments are based. No additional
 annuity payments are made after

                                      53



 the death of the key life. Since no minimum number of payments is guaranteed,
 this option offers the largest amount of periodic payments of the life
 contingent annuity options. It is possible that only one payment will be
 payable if the death of the key life occurs before the date the second payment
 was due, and no other payments nor death benefits would be payable. Under this
 option, you cannot make a partial or full surrender of the annuity.

 Option 2
 Payments Based on Joint Lives: Under this option, income is payable
 periodically during the joint lifetime of two key lives, and thereafter during
 the remaining lifetime of the survivor, ceasing with the last payment prior to
 the survivor's death. No minimum number of payments is guaranteed under this
 option. It is possible that only one payment will be payable if the death of
 all the key lives occurs before the date the second payment was due, and no
 other payments or death benefits would be payable. Under this option, you
 cannot make a partial or full surrender of the annuity.

 Option 3
 Payments for Life with a Certain Period: Under this option, income is payable
 until the death of the key life. However, if the key life dies before the end
 of the period selected (5, 10 or 15 years), the remaining payments are paid to
 the Beneficiary until the end of such period. Under this option, you cannot
 make a partial or full surrender of the annuity.

 Option 4
 Fixed Payments for a Certain Period: Under this option, income is payable
 periodically for a specified number of years. If the payee dies before the end
 of the specified number of years, the remaining payments are paid to the
 Beneficiary until the end of such period. Note that under this option,
 payments are not based on any assumptions of life expectancy. Therefore, that
 portion of the Insurance Charge assessed to cover the risk that key lives
 outlive our expectations provides no benefit to an Owner selecting this
 option. Under this option, you cannot make a partial or full surrender of the
 annuity.

 We may make different annuity payment options available in the future. We do
 not guarantee to continue to make available any other option other than the
 fixed annuity payment options set forth in your contract.

 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?
 Unless prohibited by law, we require that you elect either a life annuity or
 an annuity with a certain period of at least 5 years if any CDSC would apply
 were you to surrender your Annuity on the Annuity Date. Certain annuity
 payment options may not be available if your Annuity Date occurs during the
 period that a CDSC would apply.

 You have a right to choose your Annuity Date, provided it is no later than the
 maximum Annuity Date that may be required by law or under the terms of your
 Annuity.

 For Annuities issued prior to November 20, 2006:
   .   if you do not provide us with your Annuity Date, a default date for the
       Annuity Date will be the first day of the calendar month following the
       later of the Annuitant's 85th birthday or the fifth anniversary of our
       receipt of your request to purchase an Annuity; and
   .   unless you instruct us otherwise, the annuity payments, where allowed by
       law, will be calculated on a fixed basis under Option 3, Payments for
       Life with 10 years certain.


 If you choose to defer the Annuity Date beyond the default date, the IRS may
 not consider your contract to be an annuity under the tax law. If that should
 occur, all gain in your Annuity at that time will become immediately taxable
 to you. Further, each subsequent year's increase in Account Value would be
 taxable in that year. By choosing to continue to defer after the default date,
 you will assume the risk that your Annuity will not be considered an annuity
 for federal income tax purposes.


 For Annuities issued on or after November 20, 2006:
   .   Unless we agree otherwise, the Annuity Date you choose must be no later
       than the first day of the calendar month coinciding with or next
       following the later of: (a) the oldest Owner's or Annuitant's 95/th/
       birthday, whichever occurs first, and (b) the fifth anniversary of the
       Issue Date. Certain states may have different requirements based on
       applicable laws.
   .   If you do not provide us with your Annuity Date, the maximum date as
       described above will be the default date; and, unless you instruct us
       otherwise, we will pay you the annuity payments and the annuity
       payments, where allowed by law, will be calculated on a fixed basis
       under Option 3, Payments for Life with 10 years certain.



 Please note that annuitization essentially involves converting your Account
 Value to an annuity payment stream, the length of which depends on the terms
 of the applicable annuity option. Thus, once annuity payments begin, your
 death benefit is determined solely under the terms of the applicable annuity
 payment option, and you no longer participate in any optional living benefit
 (unless you have annuitized under that benefit).

                                      54



 HOW ARE ANNUITY PAYMENTS CALCULATED?

 Fixed Annuity Payments
 If you choose to receive fixed annuity payments, you will receive equal
 fixed-dollar payments throughout the period you select. The amount of the
 fixed payment will vary depending on the annuity payment option and payment
 frequency you select. Generally, the first annuity payment is determined by
 multiplying the Account Value, minus any state premium taxes that may apply,
 by the factor determined from our table of annuity rates. The table of annuity
 rates differs based on the type of annuity chosen and the frequency of payment
 selected. Our rates will not be less than our guaranteed minimum rates. These
 guaranteed minimum rates are derived from the a2000 Individual Annuity
 Mortality Table with an assumed interest rate of 3% per annum. Where required
 by law or regulation, such annuity table will have rates that do not differ
 according to the gender of the key life. Otherwise, the rates will differ
 according to the gender of the key life.

 Adjustable Annuity Payments
 We may make an adjustable annuity payment option available. Adjustable annuity
 payments are calculated similarly to fixed annuity payments except that on
 every fifth (5/th/) anniversary of receiving annuity payments, the annuity
 payment amount is adjusted upward or downward depending on the rate we are
 currently crediting to annuity payments. The adjustment in the annuity payment
 amount does not affect the duration of remaining annuity payments, only the
 amount of each payment.

                                      55



                            LIVING BENEFIT PROGRAMS

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS
 WHILE THEY ARE ALIVE?

 Prudential Annuities offers different optional benefits, for an additional
 charge, that can provide investment protection for Owners while they are
 alive. Notwithstanding the additional protection provided under the optional
 Living Benefit Programs, the additional cost has the impact of reducing net
 performance of the investment options. Each optional benefit offers a distinct
 type of guarantee, regardless of the performance of the Sub-accounts, that may
 be appropriate for you depending on the manner in which you intend to make use
 of your Annuity while you are alive. Depending on which optional benefit you
 choose, you can have flexibility to invest in the Sub-accounts while:

..   protecting a principal amount from decreases in value as of specified
    future dates due to investment performance;
..   taking withdrawals with a guarantee that you will be able to withdraw not
    less than a principal amount over time;

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

..   providing spousal continuation of certain benefits.


 The "living benefits" that Prudential Annuities offers are the Guaranteed
 Return Option (GRO), the Guaranteed Return Option Plus (GRO Plus), Guaranteed
 Return Option Plus 2008 (GRO Plus 2008), the Highest Daily Guaranteed Return
 Option (Highest Daily GRO), the Guaranteed Minimum Withdrawal Benefit (GMWB),
 the Guaranteed Minimum Income Benefit (GMIB), the Lifetime Five Income
 Benefit, the Spousal Lifetime Five Income Benefit, the Highest Daily Lifetime
 Five Income Benefit, the Highest Daily Lifetime Seven Income Benefit and the
 Spousal Highest Daily Lifetime Seven Income Benefit. In general, these
 benefits fall into four basic categories:

 Here is a general description of each kind of living benefit that we offer
 under this Annuity:
..   Guaranteed Minimum Accumulation Benefits. The common characteristic of
    these benefits is that a specified amount of your annuity value is
    guaranteed at some point in the future. For example, under our Highest
    Daily GRO benefit, we make an initial guarantee that your annuity value on
    the day you start the benefit will not be any less ten years later. If your
    annuity value is less on that date, we use our own funds to give you the
    difference. Because the guarantee inherent in the guaranteed minimum
    accumulation benefit does not take effect until a specified number of years
    into the future, you should elect such a benefit only if your investment
    time horizon is of at least that duration.
..   Guaranteed Minimum Income Benefit or ("GMIB"). As discussed elsewhere in
    this prospectus, you have the right under your annuity to ask us to convert
    your accumulated annuity value into a series of annuity payments.
    Generally, the smaller the amount of your annuity value, the smaller the
    amount of your annuity payments. GMIB addresses this risk, by guaranteeing
    a certain amount of appreciation in the amount used to produce annuity
    payments. Thus, even if your annuity value goes down in value, GMIB
    guarantees that the amount we use to determine the amount of the annuity
    payments will go up in value by the prescribed amount. You should select
    GMIB only if you are prepared to delay your annuity payments for the
    required waiting period and if you anticipate needing annuity payments.
..   Guaranteed Minimum Withdrawal Benefit. This benefit is designed for someone
    who wants to access the annuity's value through withdrawals over time,
    rather than by annuitizing. This benefit guarantees that a specified amount
    will be available for withdrawal over time, even if the value of the
    annuity itself has declined.
..   Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits also are
    designed for someone who wants to access the annuity's value through
    withdrawals over time, rather than by annuitizing. These benefits differ,
    however, in that the withdrawal amounts are guaranteed for life (or until
    the second to die of spouses). The way that we establish the guaranteed
    amount that, in turn, determines the amount of the annual lifetime payments
    varies among these benefits. Under our Highest Daily Lifetime Seven
    benefit, for example, the guaranteed amount generally is equal to your
    annuity value, appreciated at seven percent annually.


 Please refer to the benefit descriptions that follow for a complete
 description of the terms, conditions and limitations of each optional benefit.
 Investment restrictions apply if you elect certain optional living benefits.
 See the chart in the "Investment Options" section of the Prospectus for a list
 of investment options available and permitted with each benefit. You should
 consult with your Financial Professional to determine if any of these optional
 benefits may be appropriate for you based on your financial needs. There are
 many factors to consider, but we note that among them you may want to evaluate
 the tax implications of these different approaches to meeting your needs, both
 between these benefits and in comparison to other potential solutions to your
 needs (e.g., comparing the tax implications of the withdrawal benefit and
 annuity payments).

                                      56



 GUARANTEED RETURN OPTION Plus /SM/ (GRO Plus /SM/)


 The Guaranteed Return Option Plus described below is only being offered in
 those jurisdictions where we have received regulatory approval, and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. The program can be elected by new
 purchasers on the Issue Date of their Annuity, and can be elected by existing
 Annuity Owners on either the anniversary of the Issue Date of their Annuity or
 on a date other than that anniversary, as described below under "Election of
 the Program". The Guaranteed Return Option Plus is not available if you elect
 any other optional living benefit, the Highest Daily Value Death Benefit, or
 the Dollar Cost Averaging program if it involves transfers out of the Fixed
 Allocations.


 We offer a program that, after a seven-year period following commencement of
 the program (we refer to the end of that period and any applicable subsequent
 period as the "maturity date") and on each anniversary of the maturity date
 thereafter while the program remains in effect, guarantees your Account Value
 will not be less than your Account Value on the effective date of your program
 (called the "Protected Principal Value"). The program also offers you the
 opportunity to elect a second, enhanced guaranteed amount at a later date if
 your Account Value has increased, while preserving the guaranteed amount
 established on the effective date of your program. The enhanced guaranteed
 amount (called the "Enhanced Protected Principal Value") guarantees that,
 after a separate period following election of the enhanced guarantee and on
 each anniversary thereafter while this enhanced guarantee amount remains in
 effect, your Account Value will not be less than your Account Value on the
 effective date of your election of the enhanced guarantee.

 The program monitors your Account Value daily and, if necessary,
 systematically transfers amounts between the Sub-accounts you choose and Fixed
 Allocations used to support the Protected Principal Value(s). The program may
 be appropriate if you wish to protect a principal amount against market
 downturns as of a specific date in the future, but also wish to invest in the
 Sub-accounts to participate in market performance. There is an additional
 charge if you elect the Guaranteed Return Option Plus program.

 The guarantees provided by the program exist only on the applicable maturity
 date(s) and on each anniversary of the maturity date(s) thereafter. However,
 due to the ongoing monitoring of your Account Value and the transfer of
 Account Value between the Sub-accounts and the Fixed Allocations to support
 our future guarantees, the program may provide some protection from
 significant market losses if you choose to surrender your Annuity or begin
 receiving annuity payments prior to a maturity date. For this same reason, the
 program may limit your ability to benefit from market increases while it is in
 effect.

 Key Feature - Protected Principal Value/Enhanced Protected Principal Value
 The Guaranteed Return Option Plus offers a base guarantee as well as the
 option of electing an enhanced guarantee at a later date.


       .   Base Guarantee: Under the base guarantee, Prudential Annuities
           guarantees that on the maturity date and on each anniversary of the
           maturity date thereafter that the program remains in effect, your
           Account Value will be no less than the Protected Principal Value. On
           the maturity date and on each anniversary after the maturity date
           that the program remains in effect, if your Account Value is below
           the Protected Principal Value, Prudential Annuities will apply
           additional amounts to your Annuity from its general account to
           increase your Account Value to be equal to the Protected Principal
           Value.

       .   Enhanced Guarantee: On any anniversary following commencement of the
           program, you can establish an enhanced guaranteed amount based on
           your current Account Value. Under the enhanced guarantee, Prudential
           Annuities guarantees that at the end of a specified period following
           the election of the enhanced guarantee (also referred to as its
           "maturity date"), and on each anniversary of the maturity date
           thereafter that the enhanced guaranteed amount remains in effect,
           your Account Value will be no less than the Enhanced Protected
           Principal Value. You can elect an enhanced guarantee more than once;
           however, a subsequent election supersedes the prior election of an
           enhanced guarantee. Election of an enhanced guarantee does not
           impact the base guarantee. In addition, you may elect an "auto
           step-up" feature that will automatically create an enhanced
           guarantee (or increase your enhanced guarantee, if previously
           elected) on each anniversary of the program (and create a new
           maturity period for the new enhanced guarantee) if the Account Value
           as of that anniversary exceeds the Protected Principal Value or
           Enhanced Protected Principal Value by 7% or more. You may also elect
           to terminate an enhanced guarantee. If you elect to terminate the
           enhanced guarantee, the base guarantee will remain in effect. If you
           have elected the enhanced guarantee, on the guarantee's maturity
           date and on each anniversary of the maturity date thereafter that
           the enhanced guarantee amount remains in effect, if your Account
           Value is below the Enhanced Protected Principal Value, Prudential
           Annuities will apply additional amounts to your Annuity from its
           general account to increase your Account Value to be equal to the
           Enhanced Protected Principal Value.


                                      57




 Any amounts added to your Annuity to support our guarantee under the program
 will be applied on a pro rata basis to the Sub-accounts (after first
 transferring any amounts held in the Fixed Allocations pro rata to the
 Sub-accounts and then, if necessary, reallocating those assets according to
 our asset allocation mechanism). If our assumptions are correct and the
 operations relating to the administration of the program work properly, we do
 not expect that we will need to add additional amounts to your Annuity. The
 Protected Principal Value is referred to as the "Base Guarantee" and the
 Enhanced Protected Principal Value is referred to as the "Step-up Guarantee"
 in the rider we issue for this benefit.


 Withdrawals under your Annuity

 Withdrawals from your Annuity, while the program is in effect, will reduce the
 base guarantee under the program as well as any enhanced guarantee. Cumulative
 annual withdrawals up to 5% of the Protected Principal Value as of the
 effective date of the program (adjusted for any subsequent Purchase Payments
 and, with respect to XT6, any Credits applied to such Purchase Payments) will
 reduce the applicable guaranteed amount by the actual amount of the withdrawal
 (referred to as the "dollar-for-dollar limit"). If the amount withdrawn is
 greater than the dollar-for-dollar limit, the portion of the withdrawal equal
 to the dollar-for-dollar limit will be treated as described above, and the
 portion of the withdrawal in excess of the dollar-for-dollar limit will reduce
 the base guarantee and the enhanced guarantee proportionally, according to the
 formula as described in the rider for this benefit (see the examples of this
 calculation below). Withdrawals other than Systematic Withdrawals will be
 taken pro-rata from the Sub-accounts and any Fixed Allocations. Systematic
 Withdrawals will be taken pro-rata from the Sub-accounts and any Fixed
 Allocations up to growth attributable to the Fixed Allocations and thereafter
 pro-rata solely from the Sub-accounts. Withdrawals will be subject to all
 other provisions of your Annuity, including any Contingent Deferred Sales
 Charge and Market Value Adjustment that would apply.


 Charges for other optional benefits under your Annuity that are deducted as an
 annual charge in arrears will not reduce the applicable guaranteed amount
 under the Guaranteed Return Option Plus program, however, any partial
 withdrawals in payment of charges for the Plus40(TM) Optional Life Insurance
 Rider (not currently offered for sale) and any third party investment advisory
 service will be treated as withdrawals and will reduce the applicable
 guaranteed amount.

 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the GRO Plus/SM/ program
 are October 13, 2004; 2.) an initial Purchase Payment of $250,000 (includes
 any Credits under XT6); 3.) a base guarantee amount of $250,000; and 4.) a
 dollar-for-dollar limit of $12,500 (5% of $250,000). The values set forth here
 are purely hypothetical and do not reflect the charge for GRO Plus or other
 fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 29, 2004 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 18, 2004 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from
 Example 1:
..   the base guarantee amount is first reduced by the Remaining Limit (from
    $240,000 to $237,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($180,000 - $2,500, or
       $177,500).

 The resulting base guarantee amount is: $237,500 X (1 - $7,500 / $177,500), or
 $227,464.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year.

 Example 3. Reset of the Dollar-for-dollar Limit
 A $10,000 withdrawal is made on December 19, 2005 (second Annuity Year). The
 Remaining Limit has been reset to the dollar-for-dollar limit of $12,500. As
 the amount withdrawn is less than the dollar-for-dollar limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., reduced
    by $10,000, from $227,464.79 to $217,464.79).
..   The Remaining Limit for the balance of the second Annuity Year is also
    reduced by the amount withdrawn (from $12,500 to $2,500).

 Key Feature - Allocation of Account Value
 Account Value is transferred to and maintained in Fixed Allocations to the
 extent we, in our sole discretion, deem it is necessary to support our
 guarantee(s) under the program. We monitor fluctuations in your Account Value
 each Valuation Day, as well as the prevailing interest rates on Fixed
 Allocations, the remaining duration(s) until the applicable maturity date(s)
 and the amount of Account Value allocated to Fixed Allocation(s) relative to a
 "reallocation trigger", which determines whether Account Value must be

                                      58







 transferred to or from Fixed Allocation(s). While you are not notified when
 your Account Value reaches a reallocation trigger, you will receive a
 confirmation statement indicating the transfer of a portion of your Account
 Value either to or from Fixed Allocation(s).

       .   If your Account Value is greater than or equal to the reallocation
           trigger, your Account Value in the Sub-accounts will remain
           allocated according to your most recent instructions. If a portion
           of Account Value was previously allocated to a Fixed Allocation to
           support the applicable guaranteed amount, all or a portion of those
           amounts may be transferred from the Fixed Allocation and
           re-allocated to the Sub-accounts pro-rata according to your most
           recent allocation instructions (including the model allocations
           under any asset allocation program you may have elected). A Market
           Value Adjustment will apply when we reallocate Account Value from a
           Fixed Allocation to the Sub-accounts, which may result in a decrease
           or increase in your Account Value.

       .   If your Account Value is less than the reallocation trigger, a
           portion of your Account Value in the Sub-accounts will be
           transferred from the Sub-accounts pro-rata according to your
           allocations to a new Fixed Allocation(s) to support the applicable
           guaranteed amount. The new Fixed Allocation(s) will have a Guarantee
           Period equal to the time remaining until the applicable maturity
           date(s). The Account Value allocated to the new Fixed Allocation(s)
           will be credited with the fixed interest rate(s) then being credited
           to a new Fixed Allocation(s) maturing on the applicable maturity
           date(s) (rounded to the next highest yearly duration). The Account
           Value will remain invested in each applicable Fixed Allocation until
           the applicable maturity date unless, at an earlier date, your
           Account Value is greater than or equal to the reallocation trigger
           and, therefore, amounts can be transferred to the Sub-accounts while
           maintaining the guaranteed protection under the program (as
           described above).

 If a significant amount of your Account Value is systematically transferred to
 Fixed Allocations to support the Protected Principal Value and/or the Enhanced
 Protected Principal Value during periods of market declines, low interest
 rates, and/or as the program nears its maturity date, less of your Account
 Value may be available to participate in the investment experience of the
 Sub-accounts if there is a subsequent market recovery. During periods closer
 to the maturity date of the base guarantee or any enhanced guarantee, or any
 anniversary of such maturity date(s), a significant portion of your Account
 Value may be allocated to Fixed Allocations to support any applicable
 guaranteed amount(s). If your Account Value is less than the reallocation
 trigger and new Fixed Allocations must be established during periods where the
 interest rate(s) being credited to such Fixed Allocations is low, a larger
 portion of your Account Value may need to be transferred to Fixed Allocations
 to support the applicable guaranteed amount(s), causing less of your Account
 Value to be available to participate in the investment experience of the
 Sub-accounts.

 Separate Fixed Allocations may be established in support of the Protected
 Principal Value and the Enhanced Protected Principal Value (if elected). There
 may also be circumstances when a Fixed Allocation will be established only in
 support of the Protected Principal Value or the Enhanced Protected Principal
 Value. If you elect an enhanced guarantee, it is more likely that a portion of
 your Account Value may be allocated to Fixed Allocations and will remain
 allocated for a longer period of time to support the Enhanced Protected
 Principal Value, even during a period of positive market performance and/or
 under circumstances where Fixed Allocations would not be necessary to support
 the Protected Principal Value. Further, there may be circumstances where Fixed
 Allocations in support of the Protected Principal Value or Enhanced Protected
 Principal Value are transferred to the Sub-accounts differently than each
 other because of the different guarantees they support.


 Prudential Annuities uses an allocation mechanism based on assumptions of
 expected and maximum market volatility, interest rates and time left to the
 maturity of the program to determine the reallocation trigger. The allocation
 mechanism is used to determine the allocation of Account Value between Fixed
 Allocations and the Sub-accounts you choose. Prudential Annuities reserves the
 right to change the allocation mechanism and the reallocation trigger at its
 discretion, subject to regulatory approval where required. Changes to the
 allocation mechanism and/or the reallocation trigger may be applied to
 existing programs where allowed by law.


 Election of the Program
 The Guaranteed Return Option Plus program can be elected at the time that you
 purchase your Annuity, or on any Valuation Day thereafter (prior to
 annuitization). If you elect the program after the Issue Date of your Annuity,
 the program will be effective as of the Valuation Day that we receive the
 required documentation in good order at our home office, and the guaranteed
 amount will be based on your Account Value as of that date. If you previously
 elected the Guaranteed Return Option program and wish to elect the Guaranteed
 Return Option Plus program, your prior Guaranteed Return Option program will
 be terminated. Termination of the Guaranteed Return Option for the purpose of
 electing the Guaranteed Return Option Plus will be treated as any other
 termination of the Guaranteed Return Option (see below), including the
 termination of any guaranteed amount, and application of any applicable Market
 Value Adjustment when amounts are transferred to the Sub-accounts as a result
 of the termination. The Guaranteed Return Option Plus program will then be
 added to your Annuity based on the current Account Value.

 Termination of the Program
 You can elect to terminate the enhanced guarantee but maintain the protection
 provided by the base guarantee. You also can terminate the Guaranteed Return
 Option Plus program entirely. If you terminate the program entirely, you can
 subsequently elect to

                                      59



 participate in the program again (based on the Account Value on that date) by
 furnishing the documentation we require. In a rising market, you could, for
 example, terminate the program on a given Valuation Day and two weeks later
 reinstate the program with a higher base guarantee (and a new maturity date).
 However, your ability to reinstate the program is limited by the following:
 (A) in any Annuity Year, we do not permit more than two program elections
 (including any election made effective on the Annuity issue date and any
 election made by a surviving spouse) and (B) a program reinstatement cannot be
 effected on the same Valuation Day on which a program termination was
 effected. Upon termination, any Account Value in the Fixed Allocations will be
 transferred to the Sub-accounts pro-rata based on the Account Values in such
 Sub-accounts, or in accordance with any effective asset allocation program. A
 Market Value Adjustment will apply.

 The program will terminate automatically upon: (a) the death of the Owner or
 the Annuitant (in an entity owned contract); (b) as of the date Account Value
 is applied to begin annuity payments; or (c) upon full surrender of the
 Annuity. If you elect to terminate the program, the Guaranteed Return Option
 Plus will no longer provide any guarantees. The surviving spouse may elect the
 benefit at any time, subject to the limitations described above, after the
 death of the Annuity Owner. The surviving spouse's election will be effective
 on the Valuation Day that we receive the required documentation in good order
 at our home office, and the Account Value on that Valuation Day will be the
 Protected Principal Value.



 Special Considerations under the Guaranteed Return Option Plus
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the Sub-accounts. No Fixed Allocations may be in effect as
       of the date that you elect to participate in the program. However, the
       reallocation trigger may transfer Account Value to Fixed Allocations as
       of the effective date of the program under some circumstances.
   .   You cannot allocate any portion of Purchase Payments (including any
       Credits applied to such Purchase Payments under XT6) or transfer Account
       Value to or from a Fixed Allocation while participating in the program;
       however, all or a portion of any Purchase Payments (including any
       Credits applied to such Purchase Payments under XT6) may be allocated by
       us to Fixed Allocations to support the amount guaranteed. You cannot
       participate in any dollar cost averaging program that transfers Account
       Value from a Fixed Allocation to a Sub-account.
   .   Transfers from Fixed Allocations made as a result of the allocation
       mechanism under the program will be subject to the Market Value
       Adjustment formula under an Annuity; however, the 0.10% liquidity factor
       in the formula will not apply. A Market Value Adjustment may be either
       positive or negative. Transfer amounts will be taken from the most
       recently established Fixed Allocation.
   .   Transfers from the Sub-accounts to Fixed Allocations or from Fixed
       Allocations to the Sub-accounts under the program will not count toward
       the maximum number of free transfers allowable under an Annuity.

   .   Any amounts applied to your Account Value by Prudential Annuities on the
       maturity date or any anniversary of the maturity date will not be
       treated as "investment in the contract" for income tax purposes.

   .   Low interest rates may require allocation to Fixed Allocations even when
       the current Account Value exceeds the guarantee.
   .   As the time remaining until the applicable maturity date gradually
       decreases the program will become increasingly sensitive to moves to
       Fixed Allocations.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option. Should we prohibit access to any investment
       option, any transfers required to move Account Value to eligible
       investment options will not be counted in determining the number of free
       transfers during an Annuity Year. We may also require that you allocate
       your Account Value according to an asset allocation model.

 Charges under the Program

 We currently deduct a charge equal to 0.25% of the average daily net assets of
 the Sub-accounts for participation in the Guaranteed Return Option Plus
 program. The annual charge is deducted daily. The charge is deducted to
 compensate Prudential Annuities for: (a) the risk that your Account Value on
 the maturity date is less than the amount guaranteed; and (b) administration
 of the program.

 If you elect the Enhanced Guarantee under the program, and on the date you
 elect to step-up, the charges under the program have changed for new
 purchases, your program may be subject to the new charge level.

 GUARANTEED RETURN OPTION (GRO)(R)

 The Guaranteed Return Option described below is offered only in those
 jurisdictions where we have not yet received regulatory approval for the
 Guaranteed Return Option Plus as of the date the election of the option is
 made. Certain terms and conditions may differ between jurisdictions. The
 program can be elected by new purchasers on the Issue Date of their Annuity,
 and can be elected by existing Annuity Owners on either the anniversary of the
 Issue Date of their Annuity or on a date other than that anniversary, as
 described below under "Election of the Program". The Guaranteed Return Option
 is not available if you elect any other optional living benefit, or the Dollar
 Cost Averaging program if it involves transfers out of the Fixed Allocations.


                                      60



 We offer a program that, after a seven-year period following commencement of
 the program (we refer to the end of that period as the "maturity date")
 guarantees your Account Value will not be less than your Account Value on the
 effective date of your program (called the "Protected Principal Value").

 The program monitors your Account Value daily and, if necessary,
 systematically transfers amounts between the Sub-accounts you choose and the
 Fixed Allocation used to support the Protected Principal Value. The program
 may be appropriate if you wish to protect a principal amount against market
 downturns as of a specific date in the future, but also wish to invest in the
 Sub-accounts to participate in market performance. There is an additional
 charge if you elect the Guaranteed Return Option program.

 The guarantee provided by the program exists only on the applicable maturity
 date. However, due to the ongoing monitoring of your Account Value and the
 transfer of Account Value between the Sub-accounts and the Fixed Allocation to
 support our future guarantee, the program may provide some protection from
 significant market losses if you choose to surrender your Annuity or begin
 receiving annuity payments prior to a maturity date. For this same reason, the
 program may limit your ability to benefit from market increases while it is in
 effect.

 Key Feature - Protected Principal Value

 Under the GRO option, Prudential Annuities guarantees that on the maturity
 date, your Account Value will be no less than the Protected Principal Value.
 On the maturity date if your Account Value is below the Protected Principal
 Value, Prudential Annuities will apply additional amounts to your Annuity from
 its general account to increase your Account Value to be equal to the
 Protected Principal Value.

 Any amounts added to your Annuity to support our guarantee under the program
 will be applied to the Sub-accounts pro rata, after first transferring any
 amounts held in the Fixed Allocations pro rata to the Sub-accounts, based on
 your most recent allocation instructions in accordance with the allocation
 mechanism we use under the program. We will notify you of any amounts added to
 your Annuity under the program. If our assumptions are correct and the
 operations relating to the administration of the program work properly, we do
 not expect that we will need to add additional amounts to an Annuity. The
 Protected Principal Value is generally referred to as the "Guaranteed Amount"
 in the rider we issue for this benefit.


 Key Feature - Allocation of Account Value
 Account Value is transferred to and maintained in a Fixed Allocation to the
 extent we, in our sole discretion, deem it is necessary to support our
 guarantee under the program. We monitor fluctuations in your Account Value
 each Valuation Day, as well as the prevailing interest rate on the Fixed
 Allocation, the remaining duration until the applicable maturity date and the
 amount of Account Value allocated to the Fixed Allocation relative to a
 "reallocation trigger", which determines whether Account Value must be
 transferred to or from the Fixed Allocation. While you are not notified when
 your Account Value reaches a reallocation trigger, you will receive a
 confirmation statement indicating the transfer of a portion of your Account
 Value either to or from the Fixed Allocation.

       .   If your Account Value is greater than or equal to the reallocation
           trigger, your Account Value in the Sub-accounts will remain
           allocated according to your most recent instructions. If a portion
           of Account Value was previously allocated to the Fixed Allocation to
           support the guaranteed amount, all or a portion of those amounts may
           be transferred from the Fixed Allocation and re-allocated to the
           Sub-accounts pro-rata according to your most recent allocation
           instructions (including the model allocations under any asset
           allocation program you may have elected). A Market Value Adjustment
           will apply when we reallocate Account Value from the Fixed
           Allocation to the Sub-accounts, which may result in a decrease or
           increase in your Account Value.

       .   If your Account Value is less than the reallocation trigger, a
           portion of your Account Value in the Sub-accounts will be
           transferred from your Sub-accounts pro-rata according to your
           allocations to a new Fixed Allocation to support the guaranteed
           amount. The new Fixed Allocation will have a Guarantee Period equal
           to the time remaining until the applicable maturity date. The
           Account Value allocated to the new Fixed Allocation will be credited
           with the fixed interest rate then being credited to a new Fixed
           Allocation maturing on the applicable maturity date (rounded to the
           next highest yearly duration). The Account Value will remain
           invested in the Fixed Allocation until the maturity date unless, at
           an earlier date, your Account Value is greater than or equal to the
           reallocation trigger and, therefore, amounts can be transferred to
           the Sub-accounts while maintaining the guaranteed protection under
           the program (as described above).

 If a significant amount of your Account Value is systematically transferred to
 the Fixed Allocation to support the Protected Principal Value during periods
 of market declines, low interest rates, and/or as the program nears its
 maturity date, less of your Account Value may be available to participate in
 the investment experience of the Sub-accounts if there is a subsequent market
 recovery. During periods closer to the maturity date of the guarantee a
 significant portion of your Account Value may be allocated to the Fixed
 Allocation to support any applicable guaranteed amount. If your Account Value
 is less than the reallocation trigger and a new Fixed Allocation must be
 established during periods where the interest rate being credited to such
 Fixed Allocation is low, a larger portion of your Account Value may need to be
 transferred to

                                      61



 the Fixed Allocation to support the guaranteed amount, causing less of your
 Account Value to be available to participate in the investment experience of
 the Sub-accounts.


 Withdrawals from your Annuity, while the program is in effect, will reduce the
 Protected Principal Value proportionally. The proportion will be equal to the
 proportionate reduction in the Account Value due to the withdrawal as of that
 date. Withdrawals will be taken pro rata from the Sub-accounts and any Fixed
 Allocations. Systematic withdrawals will be taken pro rata from the
 Sub-accounts and any Fixed Allocations up to growth attributable to the Fixed
 Allocations and thereafter pro rata solely from the Sub-accounts. Withdrawals
 will be subject to all other provisions of your Annuity, including any
 Contingent Deferred Sales Charge and Market Value Adjustment that would apply.

 Prudential Annuities uses an allocation mechanism based on assumptions of
 expected and maximum market volatility, interest rates and time left to the
 maturity of the program to determine the reallocation trigger. The allocation
 mechanism is used to determine the allocation of Account Value between the
 Fixed Allocation and the Sub-accounts you choose. Prudential Annuities
 reserves the right to change the allocation mechanism and the reallocation
 trigger at its discretion, subject to regulatory approval where required.
 Changes to the allocation mechanism and/or the reallocation trigger may be
 applied to existing programs where allowed by law.


 Election of the Program
 The Guaranteed Return Option can be elected at the time that you purchase your
 Annuity, or on any Valuation Day thereafter (prior to annuitization). If you
 elect the program after the Issue Date of your Annuity, the program will be
 effective as of the Valuation Day that we receive the required documentation
 in good order at our home office, and the Protected Principal Value will be
 based on your Account Value as of that date.

 Restart of the Program
 Once each Annuity Year you may request to restart the Program. Such a request
 is an election by you to terminate the existing Program and start a new one.
 Restarts only take effect on anniversaries of the Issue Date. To make such a
 request for a restart, you must notify us. If we accept your request, we then
 terminate the existing Program as of that valuation period, if it is an
 anniversary of the Issue Date, or, if not, as of the next following
 anniversary of the Issue Date. The new Program starts at that time. The
 initial Protected Principal Value for the new Program is the Account Value as
 of the effective date of the new Program. Unless you tell us otherwise, the
 duration of the new Program will be the same as that for the existing Program.
 However, if we do not then make that duration available, you must elect from
 those we make available at that time.

 As part of terminating the existing Program, we transfer any amounts in Fixed
 Allocations, subject to a Market Value Adjustment, to the Sub-accounts on a
 pro-rata basis. If your entire Account Value was then in Fixed Allocations,
 you must first provide us instructions as to how to allocate the transferred
 Account Value among the Sub-accounts.

 Termination of the Program
 The Annuity Owner also can terminate the Guaranteed Return Option program.
 Upon termination, any Account Value in the Fixed Allocation will be
 transferred to the Sub-accounts pro-rata based on the Account Values in such
 Sub-accounts, or in accordance with any effective asset allocation program. A
 Market Value Adjustment will apply.

 The program will terminate automatically upon: (a) the death of the Owner or
 the Annuitant (in an entity owned contract); (b) as of the date Account Value
 is applied to begin annuity payments; or (c) upon full surrender of your
 Annuity. If you elect to terminate the program, the Guaranteed Return Option
 will no longer provide any guarantees. If the surviving spouse assumes your
 Annuity, he/she may re-elect the benefit on any anniversary of the Issue Date
 of the Annuity or, if the deceased Owner had not previously elected the
 benefit, may elect the benefit at any time. The surviving spouse's election
 will be effective on the Valuation Day that we receive the required
 documentation in good order at our home office, and the Account Value on that
 Valuation Day will be the Protected Principal Value.


 The charge for the Guaranteed Return Option program will no longer be deducted
 from your Account Value after the benefit has been terminated, although for
 those Annuities for which the GRO charge is deducted annually rather than
 daily (see Charges Under the Program below), we will deduct the final annual
 charge upon termination of the benefit.


 Special Considerations under the Guaranteed Return Option
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the Sub-accounts. The Fixed Allocation may not be in effect
       as of the date that you elect to participate in the program. However,
       the reallocation trigger may transfer Account Value to the Fixed
       Allocation as of the effective date of the program under some
       circumstances.
   .   Annuity Owners cannot allocate any portion of Purchase Payments
       (including any Credits applied to such Purchase Payments under XT6) or
       transfer Account Value to or from the Fixed Allocation while
       participating in the program; however, all or a portion of any Purchase
       Payments (including any Credits applied to such Purchase Payments under
       XT6) may be allocated by us to the Fixed Allocation to support the
       amount guaranteed. You cannot participate in any dollar cost averaging
       program that transfers Account Value from a Fixed Allocation to a
       Sub-account.
   .   Transfers from the Fixed Allocation made as a result of the allocation
       mechanism under the program will be subject to the Market Value
       Adjustment formula under an Annuity; however, the 0.10% liquidity factor
       in the formula will not apply. A Market Value Adjustment may be either
       positive or negative. Transfer amounts will be taken from the most
       recently established Fixed Allocation.

                                      62



   .   Transfers from the Sub-accounts to the Fixed Allocation or from the
       Fixed Allocation to the Sub-accounts under the program will not count
       toward the maximum number of free transfers allowable under an Annuity.

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

   .   Low interest rates may require allocation to the Fixed Allocation even
       when the current Account Value exceeds the guarantee.
   .   As the time remaining until the applicable maturity date gradually
       decreases the program will become increasingly sensitive to moves to the
       Fixed Allocation.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option. Should we prohibit access to any investment
       option, any transfers required to move Account Value to eligible
       investment options will not be counted in determining the number of free
       transfers during an Annuity Year. We may also require that you allocate
       your Account Value according to an asset allocation model.

 Charges under the Program

 We deduct a charge equal to 0.25% of the average daily net assets of the
 Sub-accounts for participation in the Guaranteed Return Option program. The
 annual charge is deducted daily. The charge is deducted to compensate
 Prudential Annuities for: (a) the risk that your Account Value on the maturity
 date is less than the amount guaranteed; and (b) administration of the program.

 With respect to XT6 and APEX II, effective November 18, 2002, Prudential
 Annuities changed the manner in which the annual charge for the Guaranteed
 Return Option is deducted to the method described above. The annual charge for
 the Guaranteed Return Option for Owners who elected the benefit between
 February 4, 2002 and November 15, 2002 for XT6 and APEX II and subsequent to
 November 15, 2002 in those states where the daily deduction of the charge has
 not been approved, is deducted annually, in arrears, according to the
 prospectus in effect as of the date the program was elected. Owners who
 terminate and then re-elect the Guaranteed Return Option or elect to restart
 the Guaranteed Return Option at any time after November 15, 2002 will be
 subject to the charge method described above.


 Owners who purchased an ASAP III Annuity between April 1, 2003 and
 September 30, 2003 or an ASL II Annuity between February 4, 2002 and
 November 15, 2002 (the "Promotional Period") will not be charged the 0.25%
 annual fee for the Guaranteed Return Option program (or GRO Plus if we are no
 longer offering GRO) if elected at any time while their Annuity is in effect.


   .   Prudential Annuities will not charge the 0.25% annual fee for the entire
       period that the program remains in effect, including any extension of
       the program's maturity date resulting from the Owner's election to
       restart the 7-year program duration, regardless of when the Owner elects
       to participate in the Guaranteed Return Option program (or GRO Plus if
       we are no longer offering GRO).

   .   Owners who complete the initial 7-year program duration OR terminate the
       program before the program's maturity date, will not be charged the
       0.25% annual fee for participating in the program if they re-elect the
       Guaranteed Return Option program (or GRO Plus if we are no longer
       offering GRO) at a later date.
   .   All other terms and conditions of your Annuity and the Guaranteed Return
       Option program (or GRO Plus if we are no longer offering GRO) apply to
       Owners who qualify for the waiver of the 0.25% annual fee.
   .   Owners who purchase an Annuity after the completion of the Promotional
       Period do not qualify for the 0.25% annual fee waiver.




 GUARANTEED RETURN OPTION PLUS 2008/SM/ (GRO Plus 2008)/SM /

 The GRO Plus 2008 benefit described below is only being offered in those
 jurisdictions where we have received regulatory approval, and will be offered
 subsequently in other jurisdictions when we receive regulatory approval in
 those jurisdictions. Upon our receipt of approval in a given State, we will
 offer only GRO Plus 2008 for new elections, rather than the existing versions
 of GRO. Certain terms and conditions may differ between jurisdictions once
 approved. You can elect this benefit on the Issue Date of your Annuity, or at
 any time thereafter (unless you previously participated in either this benefit
 or Highest Daily GRO, in which case your election must be on an Annuity
 Anniversary). GRO Plus 2008 is not available if you participate in any other
 optional living benefit. However, GRO Plus 2008 may be elected together with
 any optional death benefit, other than the Highest Daily Value Death Benefit
 and the Plus40 Optional Life Insurance Rider.

 Under GRO Plus 2008, we guarantee that the Account Value on the date that the
 benefit is added to your Annuity (adjusted for subsequent Purchase Payments
 and withdrawals as detailed below) will not be any less than that original
 value on the seventh anniversary of benefit election and each anniversary
 thereafter. We refer to this initial guarantee as the "base guarantee." In
 addition to the base guarantee, GRO Plus 2008 offers the possibility of an
 enhanced guarantee. You may lock in an enhanced guarantee once per "benefit
 year" (i.e., a year beginning on the date you acquired the benefit and each
 anniversary thereafter) if your Account Value on the Valuation Day exceeds the
 amount of any outstanding base guarantee or enhanced guarantee. We guarantee
 that the Account Value locked-in by that enhanced guarantee will not be any
 less seven years later, and each anniversary of that date thereafter. In
 addition, you may elect an automatic enhanced guarantee feature under which,
 if Account Value on a


                                      63




 benefit anniversary exceeds the highest existing guarantee by 7% or more, we
 guarantee that such Account Value will not be any less seven benefit
 anniversaries later and each benefit anniversary thereafter. You may maintain
 only one enhanced guarantee in addition to your base guarantee. Thus, when a
 new enhanced guarantee is created, it cancels any existing enhanced guarantee.
 However, the fact that an enhanced guarantee was effected automatically on a
 benefit anniversary does not prevent you from "manually" locking-in an
 enhanced guarantee during the ensuing benefit year. Please note that whenever
 an enhanced guarantee is created, we reserve the right to increase your charge
 for GRO Plus 2008 if we have increased the charge for new elections of the
 benefit generally. You may not lock in an enhanced guarantee, either manually
 or through our optional automatic program, within seven years of the date by
 which annuity payments must commence under the terms of your Annuity (please
 see "How and When Do I Choose The Annuity Payment Option?" for further
 information on your maximum Annuity Date).

 In general, we refer to a date on which the Account Value is guaranteed to be
 present as the "maturity date". If the Account Value on the maturity date is
 less than the guaranteed amount, we will contribute funds from our general
 account to bring your Account Value up to the guaranteed amount. If the
 maturity date is not a Valuation Day, then we would contribute such an amount
 on the next Valuation Day. We will allocate any such amount to each
 Sub-account (other than the "Current AST bond portfolio Sub-account" described
 below) in accordance with your current allocations instructions. Regardless of
 whether we need to contribute funds at the end of a guarantee period, we will
 at that time transfer all amounts held within the Current AST bond portfolio
 Sub-account associated with the maturing guarantee to your other Sub-accounts,
 on a pro rata basis. If the entire Account Value is invested in an AST bond
 portfolio Sub-account, we will allocate according to your current allocation
 instructions.

 We increase both the base guarantee and any enhanced guarantee by the amount
 of each Purchase Payment (and associated credits) made subsequent to the date
 that the guarantee was established. For example, if the effective date of the
 benefit was January 1, 2009 and the Account Value was $100,000 on that date,
 then a $30,000 Purchase Payment made on March 30, 2010 would increase the base
 guarantee amount to $130,000. As illustrated in the examples below, additional
 Purchase Payments also increase an amount we refer to as the
 "dollar-for-dollar corridor."

 The dollar-for-dollar corridor is equal to 5% of the base guarantee amount
 (i.e., 5% of the Account Value at benefit election). Thereafter, the
 dollar-for-dollar corridor is adjusted only for subsequent Purchase Payments
 (i.e., 5% of the Purchase Payment is added to the corridor amount) and "excess
 withdrawals" (as described below). Thus, the creation of any enhanced
 guarantee has no impact on the dollar-for-dollar corridor. Each "benefit
 year", withdrawals that you make that are equal to or less than the
 dollar-for-dollar corridor reduce both the amount of the dollar-for-dollar
 corridor for that benefit year plus the base guarantee amount and the amount
 of any enhanced guarantee by the exact amount of the withdrawal. However, if
 you withdraw more than the dollar-for-dollar corridor in a given benefit year,
 we use the portion of the withdrawal that exceeded the dollar-for-dollar
 corridor to effect a proportional reduction to both the dollar-for-dollar
 corridor itself and each guarantee amount. We calculate a proportional
 reduction by (i) identifying the amount of the withdrawal that exceeded the
 dollar-for-dollar corridor (the "excess withdrawal") (ii) subtracting the
 dollar-for-dollar amount from the Account Value prior to the withdrawal
 (iii) dividing the excess withdrawal by the amount in (ii), and (iv) reducing
 each guarantee amount, and the dollar-for-dollar corridor itself, by the
 percentage derived in (iii). See examples of this calculation below.

 Any partial withdrawals in payment of any third party investment advisory
 service will be treated as withdrawals, and will reduce each guarantee amount
 and the dollar-for-dollar corridor in the manner indicated above.

 EXAMPLES
 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the GRO Plus/SM/ 2008
 program are October 13, 2008; 2.) an initial Purchase Payment of $250,000
 (includes any Credits); 3.) a base guarantee amount of $250,000; and 4.) a
 dollar-for-dollar limit of $12,500 (5% of $250,000). The values set forth here
 are purely hypothetical and do not reflect the charge for GRO Plus 2008 or
 other fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 29, 2008 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 18, 2008 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from
 Example 1:
..   the base guarantee amount is first reduced by the Remaining Limit (from
    $240,000 to $237,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($180,000 - $2,500, or
       $177,500).


                                      64




 The resulting base guarantee amount is: $237,500 X (1 - $7,500 / $177,500), or
 $227,464.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year. The resulting dollar-for-dollar corridor for the next Annuity Year is
    calculated by multiplying the prior dollar-for-dollar corridor by the same
    ratio by which we reduce the Guarantee Amount above: $12,500 X (1 - $7,500
    / $177,500), or $11,971.83.

 Key Feature - Allocation of Account Value
 To allow us to make these guarantees, we monitor your Account Value according
 to the formula that is set forth in the schedule supplement to the rider.
 Because the formula is made part of your schedule supplement, the formula
 applicable to you may not be altered once you elect the benefit. However, we
 do reserve the right to amend the formula for newly-issued Annuities that
 elect GRO Plus 2008 and for existing Annuities that elect the benefit in the
 future. This required allocation mechanism helps us manage our financial
 exposure under GRO Plus 2008, by moving assets out of certain Sub-accounts in
 the event of securities market declines. In essence, we seek to preserve the
 value of these assets, by transferring them to a more stable option (i.e., one
 or more specified bond portfolios of Advanced Series Trust). We refer to these
 bond portfolios collectively as the "AST bond portfolios." The formula also
 contemplates the transfer of assets from an AST bond portfolio to the other
 Sub-accounts in certain other scenarios. The formula itself is the same as
 that used for our Highest Daily GRO benefit, and is set forth in Appendix I to
 this prospectus. A summary description of each AST Bond Portfolio appears
 within the prospectus section entitled "What Are The Investment Objectives and
 Policies Of The Portfolios? Upon the initial transfer of your Account Value
 into an AST Bond Portfolio, we will send a prospectus for that Portfolio to
 you along with your confirmation. In addition, you can find a copy of the AST
 Bond Portfolio prospectus by going to www.prudentialannuities.com.

 Each AST bond portfolio is unique, in that its underlying investments
 generally mature at different times. For example, there would be an AST bond
 portfolio whose underlying investments generally mature in 2015, an AST bond
 portfolio whose underlying investments generally mature in 2016, and so forth.
 We will introduce new AST bond portfolios in subsequent years, to correspond
 generally to the length of new guarantee periods that are created under this
 benefit (and the Highest Daily GRO benefit). If you have elected GRO Plus
 2008, you may invest in an AST bond portfolio only by operation of the asset
 transfer formula, and thus you may not allocate Purchase Payments to such a
 Portfolio. Please see this prospectus and the prospectus for the Advanced
 Series Trust for more information about each AST bond portfolio used with this
 benefit.

 Although we employ several AST bond portfolios for purposes of the benefit,
 the formula described in the next paragraph operates so that your Account
 Value may be allocated to only one AST bond portfolio Sub-account at one time.
 In the description of the formula in the next paragraph, we refer to the AST
 bond portfolio Sub-account in which you are invested immediately prior to any
 potential asset transfer as the "Current AST bond portfolio Sub-account." The
 formula may dictate that a transfer out of the Current AST Bond Portfolio
 Sub-account be made, or alternatively may mandate a transfer into another AST
 bond portfolio Sub-account. Any transfer into an AST bond portfolio
 Sub-account will be directed to the AST bond portfolio Sub-account associated
 with the "current liability" (we refer to that Sub-account as the "Transfer
 AST bond portfolio Sub-account"). Note that if the Current AST bond portfolio
 Sub-account is associated with the current liability, then that Sub-account
 would be the Transfer AST bond portfolio Sub-account, and we would simply
 transfer additional assets into the Sub-account if such a transfer is dictated
 by the formula. As indicated, the AST bond portfolios are employed with this
 benefit to help us mitigate the financial risks under our guarantee. Thus, in
 accordance with the formula, applicable to you under the benefit, we determine
 which AST bond portfolio your Account Value is transferred to, and under what
 circumstances a transfer is made.

 In general, the asset transfer formula works as follows (please see Appendix
 I). On each Valuation Day, the formula automatically performs an analysis with
 respect to each guarantee amount that is outstanding. For each outstanding
 guarantee, the formula begins by determining the present value on that
 Valuation Day that, if appreciated at the applicable "discount rate", would
 equal the applicable guarantee amount on the maturity date. As detailed in the
 formula, the discount rate is an interest rate determined by taking a
 benchmark index used within the financial services industry and then reducing
 the rate determined by that index by a prescribed adjustment. Once selected,
 we do not change the applicable benchmark index (although we do reserve the
 right to use a new benchmark index if the original benchmark is discontinued).
 The greatest of each such present value is referred to as the "current
 liability" in the formula. The formula compares the current liability to the
 amount of your Account Value held within the Current AST bond portfolio
 Sub-account and to your Account Value held within the other Sub-accounts. If
 the current liability, reduced by the amount held within the Current AST bond
 portfolio Sub-account, and divided by the amount held within your other
 Sub-accounts, exceeds an upper target value (currently, 0.85), then the
 formula will make a transfer into the Transfer AST bond portfolio Sub-account,
 in the amount dictated by the formula. If the current liability, reduced by
 the amount held within the Current AST bond portfolio Sub-account, and divided
 by the amount within your other Sub-accounts, is less than a lower target
 value (currently, 0.79), then the formula will transfer Account Value within
 the Current AST bond portfolio Sub-account into the other Sub-accounts (other
 than the Transfer AST bond portfolio Sub-account), in the amount dictated by
 the formula.

 If a significant amount of your Account Value is systematically transferred to
 an AST bond portfolio Sub-account to support the guarantee amounts during
 periods of market declines, low interest rates, and/or as the guarantee nears
 its maturity date, less of your Account Value may be available to participate
 in the investment experience of the other


                                      65




 Sub-accounts if there is a subsequent market recovery. During periods closer
 to the maturity date of the guarantee, a significant portion of your Account
 Value may be allocated to an AST bond portfolio Sub-account to support any
 applicable guaranteed amount(s).

 Election/Cancellation of the Program
 GRO Plus 2008 can be elected on the Issue Date of your Annuity, or at any time
 thereafter (unless you previously participated in either this benefit or
 Highest Daily GRO, in which case your election must be on an Annuity
 Anniversary). If you elect the benefit after the Issue Date of your Annuity,
 the benefit will be effective as of the Valuation Day that we receive the
 required documentation in good order at our home office, and the base
 guarantee amount will equal the Account Value on that day. You may elect GRO
 Plus 2008 only if the oldest of the Owner and Annuitant is 84 or younger on
 the date of election (80 or younger, in New York). If you currently
 participate in one of the original versions of GRO, you may terminate that
 benefit at any time and elect GRO Plus 2008.

 You may cancel the GRO Plus 2008 benefit at any time. Upon cancellation, we
 will transfer any Account Value that is held in an AST bond portfolio
 Sub-account to the other Sub-accounts, according to your current allocation
 instructions. GRO Plus 2008 will terminate automatically upon: (a) the death
 of the Owner or the Annuitant (in an entity owned contract), unless the
 Annuity is continued by the surviving spouse; (b) as of the date Account Value
 is applied to begin annuity payments; (c) as of the anniversary of benefit
 election that immediately precedes the contractually-mandated latest annuity
 date, or (d) upon full surrender of the Annuity. If you elect to terminate the
 program, GRO Plus 2008 will no longer provide any guarantees. The charge for
 the GRO Plus 2008 program will no longer be deducted from your Account Value
 upon termination of the program.

 Special Considerations under GRO Plus 2008
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the permitted Sub-accounts. The permitted Sub-accounts are
       those described in the Investment Option section of the prospectus. No
       fixed interest rate allocations may be in effect as of the date that you
       elect to participate in the program.
   .   You cannot participate in any dollar cost averaging program that
       transfers Account Value from a fixed interest rate option to a
       Sub-account.
   .   Transfers between an AST bond portfolio Sub-account and your other
       Sub-accounts under the program will not count toward the maximum number
       of free transfers allowable under the Annuity.
   .   Any amounts applied to your Account Value by us on a maturity date will
       not be treated as "investment in the contract" for income tax purposes.
   .   As the time remaining until the applicable maturity date gradually
       decreases, the program may become increasingly sensitive to moves to an
       AST bond portfolio Sub-account.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. Moreover, if you are invested
       in prohibited investment options and seek to acquire the benefit, we
       will ask you to reallocate to permitted investment options as a
       prerequisite to acquiring the benefit. Should we prohibit access to any
       investment option, any transfers required to move Account Value to
       eligible investment options will not be counted in determining the
       number of free transfers during an Annuity Year. We may also require
       that you allocate your Account Value according to an asset allocation
       model.

 Charges under the Program
 We deduct a charge equal to 0.35% of the average daily net assets of the
 Sub-accounts for participation in the GRO Plus 2008 program. The annual charge
 is deducted daily. The charge is deducted to compensate us for: (a) the risk
 that your Account Value on a maturity date is less than the amount guaranteed
 and (b) administration of the program. We reserve the right to increase this
 fee for newly-issued contracts or new elections of the benefit.

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

 The Highest Daily Guaranteed Return Option described below is only being
 offered in those jurisdictions where we have received regulatory approval, and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. You can elect this benefit on the Issue
 Date of your Annuity, or at any time thereafter (unless you previously
 participated in this benefit, in which case your election must be on an
 Annuity Anniversary). Highest Daily GRO is not available if you participate in
 any other living benefit. However, Highest Daily GRO may be elected together
 with any optional death benefit, other than the Highest Daily Value Death
 Benefit or the Plus40 Life Insurance Rider.

 Highest Daily GRO creates a series of separate guarantees, each of which is
 based on the highest Account Value attained on a day during the applicable
 time period. As each year of your participation in the benefit passes, we
 create a new guarantee. Each guarantee then remains in existence until the
 date on which it matures (unless the benefit terminates sooner). We refer to
 each date on which the specified Account Value is guaranteed as the "maturity
 date" for that guarantee.


                                      66




 The guarantees provided by the program exist only on the applicable maturity
 date(s). However, due to the ongoing monitoring of your Account Value, and the
 transfer of Account Value to support our future guarantees, the program may
 provide some protection from significant market losses if you choose to
 surrender your Annuity or begin receiving annuity payments prior to a maturity
 date. For this same reason, the program may limit your ability to benefit from
 market increases while it is in effect.

 The initial guarantee is created on the day that the Highest Daily GRO benefit
 is added to your Annuity. We guarantee that your Account Value on the tenth
 anniversary of that day (we refer to each such anniversary as a "benefit
 anniversary") will not be less than your Account Value on the day that the
 Highest Daily GRO benefit was added to your Annuity. Each benefit anniversary
 thereafter, we create a new guarantee. With respect to each such subsequent
 guarantee, we identify the highest Account Value that occurred between the
 date of that benefit anniversary and the date on which Highest Daily GRO was
 added to your Annuity. We guarantee that your Account Value ten years after
 that benefit anniversary will be no less than the highest daily Account Value
 that occurred during that time period. The following example illustrates the
 time period over which we identify the highest daily Account Value for
 purposes of each subsequent guarantee under the benefit. If the date of
 benefit election were January 1, 2009, we would create a guarantee on
 January 1, 2012 based on the highest Account Value achieved between January 1,
 2009 and January 1, 2012, and that guarantee would mature on January 1, 2022.
 As described below, we adjust each of the guarantee amounts for purchase
 payments and withdrawals.

 In general, we refer to a date on which the Account Value is guaranteed to be
 present as the "maturity date". If the Account Value on the maturity date is
 less than the guaranteed amount, we will contribute funds from our general
 account to bring your Account Value up to the guaranteed amount. If the
 maturity date is not a Valuation Day, then we would contribute such an amount
 on the next Valuation Day. We will allocate any such amount to each
 Sub-account (other than the "Current AST bond portfolio Sub-account" described
 below) in accordance with your current allocations instructions. Regardless of
 whether we need to contribute funds at the end of a guarantee period, we will
 at that time transfer all amounts held within the AST bond portfolio
 Sub-account associated with the maturing guarantee to your other Sub-accounts,
 on a pro rata basis. If the entire account value is invested in the AST bond
 portfolio Sub-account, we will allocate according to your current allocation
 instructions.

 We increase the amount of each guarantee that has not yet reached its maturity
 date, as well as the highest daily Account Value that we calculate to
 establish a guarantee, by the amount of each Purchase Payment (and associated
 Credits) made prior to the applicable maturity date. For example, if the
 effective date of the benefit was January 1, 2009, and there was an initial
 guaranteed amount that was set at $100,000 maturing January 1, 2019, and a
 second guaranteed amount that was set at $120,000 maturing January 1, 2020,
 then a $30,000 Purchase Payment made on March 30, 2010 would increase the
 guaranteed amounts to $130,000 and $150,000, respectively. As illustrated in
 the examples below, additional Purchase Payments also increase an amount we
 refer to as the "dollar-for-dollar corridor."

 We reflect the effect of withdrawals by reference to an amount called the
 "dollar-for-dollar corridor." The dollar-for-dollar corridor is set initially
 to equal 5% of the initial guaranteed amount (i.e., 5% of the Account Value at
 benefit election). Each "benefit year" (i.e., a year that begins on the date
 of election of Highest Daily GRO and each anniversary thereafter), withdrawals
 that you make that are equal to or less than the dollar-for-dollar corridor
 reduce (i) the amount of the dollar-for-dollar corridor for that benefit year
 (ii) the amount of each outstanding guarantee amount, and (iii) the highest
 daily Account Value that we calculate to establish a guarantee, by the exact
 amount of the withdrawal. However, if you withdraw more than the
 dollar-for-dollar corridor in a given benefit year, we use the portion of the
 withdrawal that exceeded the dollar-for-dollar corridor to effect a
 proportional reduction to both the dollar-for-dollar corridor itself and each
 outstanding guaranteed amount, as well as the highest daily Account Value that
 we calculate to establish a guarantee. We calculate a proportional reduction
 by (i) identifying the amount of the withdrawal that exceeded the
 dollar-for-dollar corridor (the "excess withdrawal") (ii) subtracting the
 dollar-for-dollar amount from the Account Value prior to the withdrawal
 (iii) dividing the excess withdrawal by the amount in (ii), and (iv) reducing
 each guaranteed amount, as well as the highest daily Account Value that we
 calculate to establish a guarantee and the dollar for dollar corridor itself,
 by the percentage derived in (iii). See examples of this calculation below.

 Any partial withdrawals in payment of any third party investment advisory
 service will be treated as withdrawals, and will reduce each applicable
 guaranteed amount and the dollar-for-dollar corridor in the manner indicated
 above.

 EXAMPLES
 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the Highest Daily GRO
 program are October 13, 2008; 2.) an initial Purchase Payment of $250,000
 (includes any Credits); 3.) an initial guarantee amount of $250,000; and 4.) a
 dollar-for-dollar limit of $12,500 (5% of $250,000). The values set forth here
 are purely hypothetical and do not reflect the charge for Highest Daily GRO or
 other fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 29, 2008 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The initial guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).


                                      67




 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 18, 2008 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from
 Example 1:
..   the initial guarantee amount is first reduced by the Remaining Limit (from
    $240,000 to $237,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($180,000 - $2,500, or
       $177,500).

 The resulting initial guarantee amount is: $237,500 X (1 - $7,500 / $177,500),
 or $227,464.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year.

 The resulting dollar-for-dollar corridor for the next Annuity Year is
 calculated by multiplying the prior dollar-for-dollar corridor by the same
 ratio by which we reduce the Guarantee Amount above: $12,500 X (1 - $7,500 /
 $177,500), or $11,971.83.

 Key Feature - Allocation of Account Value
 To allow us to make these guarantees, we monitor your Account Value according
 to the formula that is set forth in the schedule supplement to the rider.
 Because the formula is made part of your schedule supplement, the formula may
 not be altered. However, we do reserve the right to amend the formula for
 newly-issued annuity contracts that elect Highest Daily GRO and for existing
 contracts that elect the benefit post-issue. This required allocation
 mechanism helps us manage our financial exposure under Highest Daily GRO, by
 moving assets out of certain Sub-accounts in certain scenarios. In essence, we
 seek to preserve the value of these assets, by transferring them to a more
 stable option (i.e., one of a specified group of bond portfolios within
 Advanced Series Trust) (collectively, the "AST Bond Portfolios"). The formula
 also contemplates the transfer of assets from the AST Bond Portfolios to the
 other Sub-accounts in other scenarios.

 For purposes of operating the Highest Daily GRO formula, we have included as
 investment options within this Annuity several AST bond portfolios. Each AST
 bond portfolio is unique, in that its underlying investments generally mature
 at the same time as each outstanding maturity date that exists under the
 benefit. For example, there would be an AST bond portfolio whose underlying
 investments generally mature in 2018 (corresponding to all guarantees that
 mature in 2018), an AST Bond Portfolio whose underlying investments generally
 mature in 2019 (corresponding to all guarantees that mature in 2019), and so
 forth. We will introduce new AST bond portfolios in subsequent years, to
 correspond generally to the length of new guarantee periods that are created
 under this benefit. If you have elected Highest Daily GRO, you may invest in
 an AST bond portfolio only by operation of the asset transfer formula, and
 thus you may not allocate Purchase Payments to such a Portfolio. Please see
 this prospectus and the prospectus for the Advanced Series Trust for more
 information about each AST bond portfolio used with this benefit. A summary
 description of each AST Bond Portfolio appears within the prospectus section
 entitled "What Are The Investment Objectives and Policies Of The Portfolios?"
 Upon the initial transfer of your Account Value into an AST Bond Portfolio, we
 will send a prospectus for that Portfolio to you along with your confirmation.
 In addition, you can find a copy of the AST Bond Portfolio prospectus by going
 to www.prudentialannuities.com

 Although we employ several AST bond portfolios for purposes of the benefit,
 the formula described in the next paragraph operates so that your Account
 Value may be allocated to only one AST bond portfolio Sub-account at one time.
 In the description of the formula in the next paragraph, we refer to the AST
 bond portfolio Sub-account in which you are invested immediately prior to any
 potential asset transfer as the "Current AST bond portfolio Sub-account." The
 formula may dictate that a transfer out of the Current AST bond portfolio
 Sub-account be made, or alternatively may mandate a transfer into an AST bond
 portfolio Sub-account. Any transfer into an AST bond portfolio Sub-account
 will be directed to the AST bond portfolio Sub-account associated with the
 "current liability" (we refer to that Sub-account as the "Transfer AST bond
 portfolio Sub-account"). Note that if the Current AST bond portfolio
 Sub-account is associated with the current liability, then that Sub-account
 would be the Transfer AST bond portfolio Sub-account, and we would simply
 transfer additional assets into the Sub-account if dictated by the formula.

 In general, the asset transfer formula works as follows. On each Valuation
 Day, the formula automatically performs an analysis with respect to each
 guarantee that is outstanding. For each outstanding guarantee, the formula
 begins by determining the present value on that Valuation Day that, if
 appreciated at the applicable "discount rate", would equal the applicable
 guarantee amount on the maturity date. As detailed in the formula, the
 discount rate is an interest rate determined by taking a benchmark index used
 within the financial services industry and then reducing that interest rate by
 a prescribed adjustment. Once selected, we do not change the applicable
 benchmark index (although we do reserve the right to use a new benchmark index
 if the original benchmark is discontinued). The greatest of each such present
 value is referred to as the "current liability" in the formula. The formula
 compares the current liability to the amount of your Account Value held within
 the Current AST bond portfolio Sub-account and to your Account Value held
 within the other Sub-accounts. If the current liability, reduced by the amount
 held within the Current AST bond portfolio Sub-account, and divided by the
 amount held within your other Sub-accounts, exceeds an upper target value
 (currently, 0.85), then the formula will make a transfer into the Transfer AST
 bond portfolio Sub-account, in the amount dictated by the formula. If the
 current liability, reduced by the amount held within the Current AST bond
 portfolio Sub-account, and


                                      68




 divided by the amount within your other Sub-accounts, is less than a lower
 target value (currently, 0.79), then the formula will transfer Account Value
 within the Current AST bond portfolio Sub-account into the other Sub-accounts
 (other than the Transfer AST bond portfolio Sub-account), in the amount
 dictated by the formula.

 If a significant amount of your Account Value is systematically transferred to
 an AST bond portfolio Sub-account to support the guarantee amounts during
 periods of market declines, low interest rates, and/or as the guarantee nears
 its maturity date, less of your Account Value may be available to participate
 in the investment experience of the other Sub-accounts if there is a
 subsequent market recovery. During periods closer to the maturity date of the
 guarantee, a significant portion of your Account Value may be allocated to an
 AST bond portfolio Sub-account to support any applicable guaranteed amount(s).

 Election/Cancellation of the Program
 Highest Daily GRO can be elected on the Issue Date of your Annuity, or at any
 time thereafter (unless you previously participated in either this benefit or
 GRO Plus 2008, in which case your election must be on an Annuity Anniversary).
 If you elect the benefit after the Issue Date of your Annuity, the benefit
 will be effective as of the Valuation Day that we receive the required
 documentation in good order at our home office, and the initial guaranteed
 amount will equal the Account Value on that day. You may elect Highest Daily
 GRO only if the oldest of the Owner and Annuitant is 84 or younger on the date
 of election (80 or younger, in New York). If you currently participate in one
 of the original versions of GRO, you may terminate that benefit at any time
 and elect Highest Daily GRO.

 You may cancel Highest Daily GRO at any time. Upon cancellation, we will
 transfer any Account Value that is held in an AST bond portfolio Sub-account
 to the other Sub-accounts, according to your current allocation instructions.
 Highest Daily GRO will terminate automatically upon: (a) the death of the
 Owner or the Annuitant (in an entity owned contract), unless the Annuity is
 continued by the surviving spouse; (b) as of the date Account Value is applied
 to begin annuity payments; (c) as of the anniversary of benefit election that
 immediately precedes the contractually-mandated latest annuity date, or
 (d) upon full surrender of the Annuity. If you elect to terminate the program,
 Highest Daily GRO will no longer provide any guarantees. The charge for the
 Highest Daily GRO program will no longer be deducted from your Account Value
 upon termination of the program.

 Special Considerations under Highest Daily GRO
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the permitted Sub-accounts. The permitted Sub-accounts are
       those described in the Investment Option section of this prospectus. No
       fixed interest rate allocations may be in effect as of the date that you
       elect to participate in the program.
   .   You cannot participate in any dollar cost averaging program that
       transfers Account Value from a fixed interest rate option to a
       Sub-account.
   .   Transfers from the other Sub-accounts to an AST bond portfolio
       Sub-account or from an AST bond portfolio Sub-account to the other
       Sub-accounts under the program will not count toward the maximum number
       of free transfers allowable under the Annuity.
   .   Any amounts applied to your Account Value by us on a maturity date will
       not be treated as "investment in the contract" for income tax purposes.
   .   As the time remaining until the applicable maturity date gradually
       decreases, the program may become increasingly sensitive to moves to an
       AST bond portfolio Sub-account.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option. Should we prohibit access to any investment
       option, any transfers required to move Account Value to eligible
       investment options will not be counted in determining the number of free
       transfers during an Annuity Year. We may also require that you allocate
       your Account Value according to an asset allocation model.

 Charges under the Program
 We deduct an annual charge equal to 0.35% of the average daily net assets of
 the Sub-accounts (including each AST bond portfolio Sub-account) for
 participation in the Highest Daily GRO program. The charge is deducted daily.
 The charge is deducted to compensate us for: (a) the risk that your Account
 Value on the maturity date is less than the amount guaranteed and
 (b) administration of the program. We reserve the right to increase this fee
 for newly-issued contracts or new elections of the benefit.

 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)

 The Guaranteed Minimum Withdrawal Benefit program described below is only
 being offered in those jurisdictions where we have received regulatory
 approval and will be offered subsequently in other jurisdictions when we
 receive regulatory approval in those jurisdictions. Certain terms and
 conditions may differ between jurisdictions once approved. Currently, the
 program can only be elected by new purchasers on the Issue Date of their
 Annuity. We may offer the program to existing Annuity Owners in the future,
 subject to our eligibility rules and restrictions. The Guaranteed Minimum
 Withdrawal Benefit program is not available if you elect any other optional
 living benefit.


                                      69




 We offer a program that guarantees your ability to withdraw amounts equal to
 an initial principal value (called the "Protected Value"), regardless of the
 impact of market performance on your Account Value, subject to our program
 rules regarding the timing and amount of withdrawals. The program may be
 appropriate if you intend to make periodic withdrawals from your Annuity and
 wish to ensure that market performance will not affect your ability to protect
 your principal. You are not required to make withdrawals as part of the
 program - the guarantee is not lost if you withdraw less than the maximum
 allowable amount of principal each year under the rules of the program. There
 is an additional charge if you elect the GMWB program; however, the charge may
 be waived under certain circumstances described below.

 Key Feature - Protected Value
 The Protected Value is the total amount that we guarantee will be available to
 you through withdrawals from your Annuity and/or benefit payments, regardless
 of the impact of market performance on your Account Value. The Protected Value
 is reduced with each withdrawal you make until the Protected Value is reduced
 to zero. When the Protected Value is reduced to zero due to your withdrawals,
 the GMWB program terminates. Additionally, the Protected Value is used to
 determine the maximum annual amount that you can withdraw from your Annuity,
 called the Protected Annual Withdrawal Amount, without triggering an
 adjustment in the Protected Value on a proportional basis. The Protected Value
 is referred to as the "Benefit Base" in the rider we issue for this benefit.

 The Protected Value is determined as of the date you make your first
 withdrawal under your Annuity following your election of the GMWB program. The
 initial Protected Value is equal to the greater of (A) the Account Value on
 the date you elect the GMWB program, plus any additional Purchase Payments
 (plus any Credits applied to such Purchase Payments under XT6) before the date
 of your first withdrawal; or (B) the Account Value as of the date of the first
 withdrawal from your Annuity. The Protected Value may be enhanced by increases
 in your Account Value due to market performance during the period between your
 election of the GMWB program and the date of your first withdrawal.
..   If you elect the GMWB program at the time you purchase your Annuity, the
    Account Value will be your initial Purchase Payment (plus any Credits
    applied to such Purchase Payments under XT6).
..   If we offer the GMWB program to existing Annuity Owners, the Account Value
    on the anniversary of the Issue Date of your Annuity following your
    election of the GMWB program will be used to determine the initial
    Protected Value.
..   If you make additional Purchase Payments after your first withdrawal, the
    Protected Value will be increased by the amount of the additional Purchase
    Payment (plus any Credits applied to such Purchase Payments under XT6).

 You may elect to step-up your Protected Value if, due to positive market
 performance, your Account Value is greater than the Protected Value. You are
 eligible to step-up the Protected Value on or after the 5/th/ Annuity
 anniversary following the first withdrawal under the GMWB program. The
 Protected Value can be stepped up again on or after the 5/th/ Annuity
 anniversary following the preceding step-up. If you elect to step-up the
 Protected Value, you must do so during the 30-day period prior to your
 eligibility date. If you elect to step-up the Protected Value under the
 program, and on the date you elect to step-up, the charges under the GMWB
 program have changed for new purchasers, your program may be subject to the
 new charge going forward.

 Upon election of the step-up, we reset the Protected Value to be equal to the
 then current Account Value. For example, assume your initial Protected Value
 was $100,000 and you have made cumulative withdrawals of $40,000, reducing the
 Protected Value to $60,000. On the date you are eligible to step-up the
 Protected Value, your Account Value is equal to $75,000. You could elect to
 step-up the Protected Value to $75,000 on the date you are eligible. Upon
 election of the step-up, we also reset the Protected Annual Withdrawal Amount
 (discussed immediately below) to be equal to the greater of (A) the Protected
 Annual Withdrawal Amount immediately prior to the reset; and (B) 7% of the
 Protected Value immediately after the reset.

 Key Feature - Protected Annual Withdrawal Amount
 The initial Protected Annual Withdrawal Amount is equal to 7% of the Protected
 Value. Under the GMWB program, if your cumulative withdrawals each Annuity
 Year are less than or equal to the Protected Annual Withdrawal Amount, your
 Protected Value will be reduced on a "dollar-for-dollar" basis (the Protected
 Value is reduced by the actual amount of the withdrawal, including any CDSC or
 MVA that may apply). Cumulative withdrawals in any Annuity Year that exceed
 the Protected Annual Withdrawal Amount trigger a proportional adjustment to
 both the Protected Value and the Protected Annual Withdrawal Amount, as
 described in the rider for this benefit (see the examples of this calculation
 below). The Protected Annual Withdrawal Amount is referred to as the "Maximum
 Annual Benefit" in the rider we issue for this benefit.

 The GMWB program does not affect your ability to make withdrawals under your
 Annuity or limit your ability to request withdrawals that exceed the Protected
 Annual Withdrawal Amount. You are not required to withdraw all or any portion
 of the Protected Annual Withdrawal Amount each Annuity Year.
..   If, cumulatively, you withdraw an amount less than the Protected Annual
    Withdrawal Amount in any Annuity Year, you cannot carry-over the unused
    portion of the Protected Annual Withdrawal Amount to subsequent Annuity
    Years. However, because the Protected Value is only reduced by the actual
    amount of withdrawals you make under these circumstances, any unused
    Protected Annual Withdrawal Amount may extend the period of time until the
    remaining Protected Value is reduced to zero.
..   Additional Purchase Payments will increase the Protected Annual Withdrawal
    Amount by 7% of the applicable Purchase Payment (and any Credits we apply
    to such Purchase Payments under XT6).


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..   If the Protected Annual Withdrawal Amount after an adjustment exceeds the
    Protected Value, the Protected Annual Withdrawal Amount will be set equal
    to the Protected Value.

 The following examples of dollar-for dollar and proportional reductions and
 the reset of the Maximum Annual Benefit assume that: 1.) the Issue Date and
 the effective date of the GMWB program are October 13, 2005; 2.) an initial
 Purchase Payment of $250,000 (includes any Credits in the case of XT6); 3.) a
 Protected Value of $250,000; and 4.) a Protected Annual Withdrawal Amount of
 $17,500 (7% of $250,000). The values set forth here are purely hypothetical
 and do not reflect the charge for GMWB or any other fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 13, 2005 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Protected Annual Withdrawal Amount:
..   The Protected Value is reduced by the amount withdrawn (i.e., by $10,000,
    from $250,000 to $240,000).
..   The remaining Protected Annual Withdrawal Amount for the balance of the
    first Annuity Year is also reduced by the amount withdrawn (from $17,500 to
    $7,500).

 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 13, 2005 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $220,000. As the amount withdrawn exceeds the remaining Protected Annual
 Withdrawal Amount of $7,500 from Example 1:
..   the Protected Value is first reduced by the remaining Protected Annual
    Withdrawal Amount (from $240,000 to $232,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the remaining Protected Annual Withdrawal
       Amount ($10,000 - $7,500, or $2,500).
    -- B is the Account Value less the remaining Protected Annual Withdrawal
       Amount ($220,000 - $7,500, or $212,500).

 The resulting Protected Value is: $232,500 X (1 - $2,500/$212,500), or
 $229,764.71.

..   the Protected Annual Withdrawal Amount is also reduced by the ratio of A to
    B: The resulting Protected Annual Withdrawal Amount is: $17,500 X (1 -
    $2,500/$212,500), or $17,294.12.

    -- The remaining Protected Annual Withdrawal Amount is set to zero (0) for
       the balance of the first Annuity Year.

 Example 3. Reset of the Maximum Annual Benefit
 A $10,000 withdrawal is made on October 13, 2006 (second Annuity Year). The
 remaining Protected Annual Withdrawal Amount has been reset to the Protected
 Annual Withdrawal Amount of $17,294.12 from Example 2. As the amount withdrawn
 is less than the remaining Protected Annual Withdrawal Amount:
..   the Protected Value is reduced by the amount withdrawn (i.e., reduced by
    $10,000, from $229,764.71 to $219,764.71).
..   the remaining Protected Annual Withdrawal Amount for the balance of the
    second Annuity Year is also reduced by the amount withdrawn (from
    $17,294.12 to $7,294.12).

 BENEFITS UNDER THE GMWB PROGRAM
   .   In addition to any withdrawals you make under the GMWB program, market
       performance may reduce your Account Value. If your Account Value is
       equal to zero, and you have not received all of your Protected Value in
       the form of withdrawals from your Annuity, we will continue to make
       payments equal to the remaining Protected Value in the form of fixed,
       periodic payments until the remainder of the Protected Value is paid, at
       which time the rider terminates. The fixed, periodic payments will each
       be equal to the Protected Annual Withdrawal Amount, except for the last
       payment which may be equal to the remaining Protected Value. We will
       determine the duration for which periodic payments will continue by
       dividing the Protected Value by the Protected Annual Withdrawal Amount.
       You will not have the right to make additional Purchase Payments or
       receive the remaining Protected Value in a lump sum. You can elect the
       frequency of payments, subject to our rules then in effect.
   .   If the death benefit under your Annuity becomes payable before you have
       received all of your Protected Value in the form of withdrawals from
       your Annuity, your Beneficiary has the option to elect to receive the
       remaining Protected Value as an alternate death benefit payout in lieu
       of the amount payable under any other death benefit provided under your
       Annuity. The remaining Protected Value will be payable in the form of
       fixed, periodic payments. Your beneficiary can elect the frequency of
       payments, subject to our rules then in effect. We will determine the
       duration for which periodic payments will continue by dividing the
       Protected Value by the Protected Annual Withdrawal Amount. The Protected
       Value is not equal to the Account Value for purposes of the Annuity's
       other death benefit options. The GMWB program does not increase or
       decrease the amount otherwise payable under the Annuity's other death
       benefit options. Generally, the GMWB program would be of value to your
       Beneficiary only when the Protected Value at death exceeds any other
       amount available as a death benefit.


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   .   If you elect to begin receiving annuity payments before you have
       received all of your Protected Value in the form of withdrawals from
       your Annuity, an additional annuity payment option will be available
       that makes fixed annuity payments for a certain period, determined by
       dividing the Protected Value by the Protected Annual Withdrawal Amount.
       If you elect to receive annuity payments calculated in this manner, the
       assumed interest rate used to calculate such payments will be 0%, which
       is less than the assumed interest rate on other annuity payment options
       we offer. This 0% assumed interest rate results in lower annuity
       payments than what would have been paid if the assumed interest rate was
       higher than 0%. You can also elect to terminate the GMWB program and
       begin receiving annuity payments based on your then current Account
       Value (not the remaining Protected Value) under any of the available
       annuity payment options.

 Other Important Considerations
   .   Withdrawals under the GMWB program are subject to all of the terms and
       conditions of your Annuity, including any CDSC and MVA that may apply.
   .   Withdrawals made while the GMWB program is in effect will be treated,
       for tax purposes, in the same way as any other withdrawals under your
       Annuity.
   .   The GMWB program does not directly affect your Annuity's Account Value
       or Surrender Value, but any withdrawal will decrease the Account Value
       by the amount of the withdrawal. If you surrender your Annuity, you will
       receive the current Surrender Value, not the Protected Value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the GMWB program. The GMWB program
       provides a guarantee that if your Account Value declines due to market
       performance, you will be able to receive your Protected Value in the
       form of periodic benefit payments.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option you designate. Should we prohibit access to
       any investment option, any transfers required to move Account Value to
       eligible investment options will not be counted in determining the
       number of free transfers during an Annuity Year. We may also require
       that you allocate your Account Value according to an asset allocation
       model.

 Election of the Program
 Currently, the GMWB program can only be elected at the time that you purchase
 your Annuity. In the future, we may offer existing Annuity Owners the option
 to elect the GMWB program after the Issue Date of their Annuity, subject to
 our eligibility rules and restrictions. If you elect the GMWB program after
 the Issue Date of your Annuity, the program will be effective as of the next
 anniversary date. Your Account Value as of such anniversary date will be used
 to calculate the initial Protected Value and the initial Protected Annual
 Withdrawal Amount.

 We reserve the right to restrict the maximum amount of Protected Value that
 may be covered under the GMWB program under this Annuity or any other
 annuities that you own that are issued by Prudential Annuities or its
 affiliated companies.

 Termination of the Program
 The program terminates automatically when your Protected Value reaches zero
 based on your withdrawals. You may terminate the program at any time by
 notifying us. If you terminate the program, any guarantee provided by the
 benefit will terminate as of the date the termination is effective. The
 program terminates upon your surrender of your Annuity, upon due proof of
 death (unless your surviving spouse elects to continue your Annuity and the
 GMWB program or your Beneficiary elects to receive the amounts payable under
 the GMWB program in lieu of the death benefit) or upon your election to begin
 receiving annuity payments.

 The charge for the GMWB program will no longer be deducted from your Account
 Value upon termination of the program.

 Charges under the Program
 Currently, we deduct a charge equal to 0.35% of the average daily net assets
 of the Sub-accounts per year to purchase the GMWB program. The annual charge
 is deducted daily.
..   If, during the seven years following the effective date of the program, you
    do not make any withdrawals, and do not make any additional Purchase
    Payments after a five-year period following the effective date of the
    program, the program will remain in effect; however, we will waive the
    annual charge going forward. If you make an additional Purchase Payment
    following the waiver of the annual charge, we will begin charging for the
    program. After year seven (7) following the effective date of the program,
    withdrawals will not cause a charge to be re-imposed.
..   If you elect to step-up the Protected Value under the program, and on the
    date you elect to step-up, the charges under the program have changed for
    new purchasers, your program may be subject to the new charge level for the
    benefit.

 Additional Tax Considerations for Qualified Contracts/Arrangements
 If you purchase an Annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the required minimum distribution
 rules under the Code provide that you begin receiving periodic amounts from
 your Annuity beginning after age 70 1/2. For a Tax Sheltered Annuity or a
 401(a) plan for which the participant is not a greater than 5 percent owner of
 the employer, this required beginning date can generally be deferred to
 retirement, if later. Roth IRAs are not subject to these rules during the
 owner's lifetime. The amount required under the


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 Code may exceed the Protected Annual Withdrawal Amount, which will cause us to
 recalculate the Protected Value and the Protected Annual Withdrawal Amount,
 resulting in a lower amount payable in future Annuity Years. In addition, the
 amount and duration of payments under the annuity payment and death benefit
 provisions may be adjusted so that the payments do not trigger any penalty or
 excise taxes due to tax considerations such as required minimum distribution
 provisions under the tax law.


 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)

 The Guaranteed Minimum Income Benefit program described below is only being
 offered in those jurisdictions where we have received regulatory approval, and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Currently, the program can only be
 elected by new purchasers on the Issue Date of their Annuity. We may offer the
 program to existing Annuity Owners in the future, subject to our eligibility
 rules and restrictions. The Guaranteed Minimum Income Benefit program is not
 available if you elect any other optional living benefit.

 We offer a program that, after a seven-year waiting period, guarantees your
 ability to begin receiving income from your Annuity in the form of annuity
 payments based on a guaranteed minimum value (called the "Protected Income
 Value") that increases after the waiting period begins, regardless of the
 impact of market performance on your Account Value. The program may be
 appropriate for you if you anticipate using your Annuity as a future source of
 periodic fixed income payments for the remainder of your life and wish to
 ensure that the basis upon which your income payments will be calculated will
 achieve at least a minimum amount despite fluctuations in market performance.
 There is an additional charge if you elect the GMIB program.

 Key Feature - Protected Income Value
 The Protected Income Value is the minimum amount that we guarantee will be
 available (net of any applicable tax charge), after a waiting period of at
 least seven years, as a basis to begin receiving fixed annuity payments. The
 Protected Income Value is initially established on the effective date of the
 GMIB program and is equal to your Account Value on such date. Currently, since
 the GMIB program may only be elected at issue, the effective date is the Issue
 Date of your Annuity. The Protected Income Value is increased daily based on
 an annual growth rate of 5%, subject to the limitations described below. The
 Protected Income Value is referred to as the "Protected Value" in the rider we
 issue for this benefit. The 5% annual growth rate is referred to as the
 "Roll-Up Percentage" in the rider we issue for this benefit.

 The Protected Income Value is subject to a limit of 200% (2X) of the sum of
 the Protected Income Value established on the effective date of the GMIB
 program, or the effective date of any step-up value, plus any additional
 Purchase Payments (and any Credit that is applied to such Purchase Payments in
 the case of XT6) made after the waiting period begins ("Maximum Protected
 Income Value"), minus the sum of any reductions in the Protected Income Value
 due to withdrawals you make from your Annuity after the waiting period begins.
   .   Subject to the maximum age/durational limits described immediately
       below, we will no longer increase the Protected Income Value by the 5%
       annual growth rate once you reach the Maximum Protected Income Value.
       However, we will increase the Protected Income Value by the amount of
       any additional Purchase Payments after you reach the Maximum Protected
       Income Value. Further, if you make withdrawals after you reach the
       Maximum Protected Income Value, we will reduce the Protected Income
       Value and the Maximum Protected Income Value by the proportional impact
       of the withdrawal on your Account Value.
   .   Subject to the Maximum Protected Income Value, we will no longer
       increase the Protected Income Value by the 5% annual growth rate after
       the later of the anniversary date on or immediately following the
       Annuitant's 80/th/ birthday or the 7/th/ anniversary of the later of the
       effective date of the GMIB program or the effective date of the most
       recent step-up. However, we will increase the Protected Income Value by
       the amount of any additional Purchase Payments (and any Credit that is
       applied to such Purchase Payments in the case of XT6). Further, if you
       make withdrawals after the Annuitant reaches the maximum age/duration
       limits, we will reduce the Protected Income Value and the Maximum
       Protected Income Value by the proportional impact of the withdrawal on
       your Account Value.
   .   Subject to the Maximum Protected Income Value, if you make an additional
       Purchase Payment, we will increase the Protected Income Value by the
       amount of the Purchase Payment (and any Credit that is applied to such
       Purchase Payment in the case of XT6) and will apply the 5% annual growth
       rate on the new amount from the date the Purchase Payment is applied.
   .   As described below, after the waiting period begins, cumulative
       withdrawals each Annuity Year that are up to 5% of the Protected Income
       Value on the prior anniversary of your Annuity will reduce the Protected
       Income Value by the amount of the withdrawal. Cumulative withdrawals
       each Annuity Year in excess of 5% of the Protected Income Value on the
       prior anniversary of your Annuity will reduce the Protected Income Value
       proportionately. All withdrawals after the Maximum Protected Income
       Value is reached will reduce the Protected Income Value proportionately.
       The 5% annual growth rate will be applied to the reduced Protected
       Income Value from the date of the withdrawal.

 Stepping-Up the Protected Income Value - You may elect to "step-up" or "reset"
 your Protected Income Value if your Account Value is greater than the current
 Protected Income Value. Upon exercise of the step-up provision, your initial
 Protected Income

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 Value will be reset equal to your current Account Value. From the date that
 you elect to step-up the Protected Income Value, we will apply the 5% annual
 growth rate to the stepped-up Protected Income Value, as described above. You
 can exercise the step-up provision twice while the GMIB program is in effect,
 and only while the Annuitant is less than age 76.
   .   A new seven-year waiting period will be established upon the effective
       date of your election to step-up the Protected Income Value. You cannot
       exercise your right to begin receiving annuity payments under the GMIB
       program until the end of the new waiting period. In light of this
       waiting period upon resets, it is not recommended that you reset your
       GMIB if the required beginning date under IRS minimum distribution
       requirements would commence during the 7 year waiting period. See "Tax
       Considerations" section in this prospectus for additional information on
       IRS requirements.
   .   The Maximum Protected Income Value will be reset as of the effective
       date of any step-up. The new Maximum Protected Income Value will be
       equal to 200% of the sum of the Protected Income Value as of the
       effective date of the step-up plus any subsequent Purchase Payments (and
       any Credit that is applied to such Purchase Payments in the case of
       XT6), minus the impact of any withdrawals after the date of the step-up.
   .   When determining the guaranteed annuity purchase rates for annuity
       payments under the GMIB program, we will apply such rates based on the
       number of years since the most recent step-up.
   .   If you elect to step-up the Protected Income Value under the program,
       and on the date you elect to step-up, the charges under the GMIB program
       have changed for new purchasers, your program may be subject to the new
       charge going forward.
   .   A step-up will increase the dollar for dollar limit on the anniversary
       of the Issue Date of the Annuity following such step-up.

 Impact of Withdrawals on the Protected Income Value - Cumulative withdrawals
 each Annuity Year up to 5% of the Protected Income Value will reduce the
 Protected Income Value on a "dollar-for-dollar" basis (the Protected Income
 Value is reduced by the actual amount of the withdrawal). Cumulative
 withdrawals in any Annuity Year in excess of 5% of the Protected Income Value
 will reduce the Protected Income Value proportionately (see the examples of
 this calculation below). The 5% annual withdrawal amount is determined on each
 anniversary of the Issue Date (or on the Issue Date for the first Annuity
 Year) and applies to any withdrawals during the Annuity Year. This means that
 the amount available for withdrawals each Annuity Year on a
 "dollar-for-dollar" basis is adjusted on each Annuity anniversary to reflect
 changes in the Protected Income Value during the prior Annuity Year.

 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the GMIB program are
 October 13, 2005; 2.) an initial Purchase Payment of $250,000 (includes any
 Credits in the case of XT6); 3.) an initial Protected Income Value of
 $250,000; and 4.) a dollar-for-dollar limit of $12,500 (5% of $250,000). The
 values set forth here are purely hypothetical and do not reflect the charge
 for GMIB or any other fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 13, 2005 (in the first Annuity
 Year). No prior withdrawals have been taken. Immediately prior to the
 withdrawal, the Protected Income Value is $251,038.10 (the initial value
 accumulated for 31 days at an annual effective rate of 5%). As the amount
 withdrawn is less than the dollar-for-dollar limit:
..   the Protected Income Value is reduced by the amount withdrawn (i.e., by
    $10,000, from $251,038.10 to $241,038.10).
..   the remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 13, 2005 (still within the
 first Annuity Year). Immediately before the withdrawal, the Account Value is
 $220,000 and the Protected Income Value is $242,006.64. As the amount
 withdrawn exceeds the Remaining Limit of $2,500 from Example 1:
..   the Protected Income Value is first reduced by the Remaining Limit (from
    $242,006.64 to $239,506.64);
..   the result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($220,000 - $2,500, or
       $217,500).

 The resulting Protected Income Value is: $239,506.64 X (1 - $7,500/$217,500),
 or $231,247.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year.

 Example 3. Reset of the Dollar-for-dollar Limit
 A $10,000 withdrawal is made on the first anniversary of the Issue Date,
 October 13, 2006 (second Annuity Year). Prior to the withdrawal, the Protected
 Income Value is $240,838.37. The Remaining Limit is reset to 5% of this
 amount, or $12,041.92. As the amount withdrawn is less than the
 dollar-for-dollar limit:
..   the Protected Income Value is reduced by the amount withdrawn (i.e.,
    reduced by $10,000, from $240,838.37 to $230,838.37).
..   the Remaining Limit for the balance of the second Annuity Year is also
    reduced by the amount withdrawn (from $12,041.92 to $2,041.92).

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 Key Feature - GMIB Annuity Payments
 You can elect to apply the Protected Income Value to one of the available GMIB
 Annuity Payment Options on any anniversary date following the initial waiting
 period, or any subsequent waiting period established upon your election to
 step-up the Protected Income Value. Once you have completed the waiting
 period, you will have a 30-day period each year, prior to the Annuity
 anniversary, during which you may elect to begin receiving annuity payments
 under one of the available GMIB Annuity Payment Options. You must elect one of
 the GMIB Annuity Payment Options by the anniversary of the Annuity's Issue
 Date on or immediately following the Annuitant's or your 95/th/ birthday
 (whichever is sooner), except for Annuities used as a funding vehicle for an
 IRA, SEP IRA or 403(b), in which case you must elect one of the GMIB Annuity
 Payment Options by the anniversary of the Annuity's Issue Date on or
 immediately following the Annuitant's 92/nd/ birthday.

 Your Annuity or state law may require you to begin receiving annuity payments
 at an earlier date.

 The amount of each GMIB Annuity Payment will be determined based on the age
 and, where permitted by law, sex of the Annuitant by applying the Protected
 Income Value (net of any applicable tax charge that may be due) to the GMIB
 Annuity Payment Option you choose. We use special annuity purchase rates to
 calculate the amount of each payment due under the GMIB Annuity Payment
 Options. These special rates for the GMIB Annuity Payment Options are
 calculated using an assumed interest rate factor that provides for lower
 growth in the value applied to produce annuity payments than if you elected an
 annuity payment option that is not part of the GMIB program. These special
 rates also are calculated using other factors such as "age setbacks" (use of
 an age lower than the Annuitant's actual age) that result in lower payments
 than would result if you elected an annuity payment option that is not part of
 the GMIB program. Use of an age setback entails a longer assumed life for the
 Annuitant which in turn results in lower annuity payments.

 On the date that you elect to begin receiving GMIB Annuity Payments, we
 guarantee that your payments will be calculated based on your Account Value
 and our then current annuity purchase rates if the payment amount calculated
 on this basis would be higher than it would be based on the Protected Income
 Value and the special GMIB annuity purchase rates.

 GMIB Annuity Payment Option 1 - Payments for Life with a Certain Period
 Under this option, monthly annuity payments will be made until the death of
 the Annuitant. If the Annuitant dies before having received 120 monthly
 annuity payments, the remainder of the 120 monthly annuity payments will be
 made to the Beneficiary.

 GMIB Annuity Payment Option 2 - Payments for Joint Lives with a Certain Period
 Under this option, monthly annuity payments will be made until the death of
 both the Annuitant and the Joint Annuitant. If the Annuitant and the Joint
 Annuitant die before having received 120 monthly annuity payments, the
 remainder of the 120 monthly annuity payments will be made to the Beneficiary.
..   If the Annuitant dies first, we will continue to make payments until the
    later of the death of the Joint Annuitant and the end of the period
    certain. However, if the Joint Annuitant is still receiving annuity
    payments following the end of the certain period, we will reduce the amount
    of each subsequent payment to 50% of the original payment amount.
..   If the Joint Annuitant dies first, we will continue to make payments until
    the later of the death of the Annuitant and the end of the period certain.

 You cannot withdraw your Account Value or the Protected Income Value under
 either GMIB Annuity Payment Option once annuity payments have begun. We may
 make other payout frequencies available, such as quarterly, semi-annually or
 annually.

 Other Important Considerations
..   You should note that GMIB is designed to provide a type of insurance that
    serves as a safety net only in the event your Account Value declines
    significantly due to negative investment performance. If your Account Value
    is not significantly affected by negative investment performance, it is
    unlikely that the purchase of the GMIB will result in your receiving larger
    annuity payments than if you had not purchased GMIB. This is because the
    assumptions that we use in computing the GMIB, such as the annuity purchase
    rates, (which include assumptions as to age-setbacks and assumed interest
    rates), are more conservative than the assumptions that we use in computing
    annuity payout options outside of GMIB. Therefore, you may generate higher
    income payments if you were to annuitize a lower Account Value at the
    current annuity purchase rates, than if you were to annuitize under the
    GMIB with a higher Protected Value than your Account Value but, at the
    annuity purchase rates guaranteed under the GMIB. The GMIB program does not
    directly affect an Annuity's Account Value, Surrender Value or the amount
    payable under either the basic Death Benefit provision of the Annuity or
    any optional Death Benefit provision. If you surrender your Annuity, you
    will receive the current Surrender Value, not the Protected Income Value.
    The Protected Income Value is only applicable if you elect to begin
    receiving annuity payments under one of the GMIB annuity options after the
    waiting period.
..   Each Annuity offers other annuity payment options that you can elect which
    do not impose an additional charge, but which do not offer to guarantee a
    minimum value on which to make annuity payments.
..   Where allowed by law, we reserve the right to limit subsequent Purchase
    Payments if we determine, at our sole discretion, that based on the timing
    of your Purchase Payments and withdrawals, your Protected Income Value is
    increasing in ways we did

                                      75



   not intend. In determining whether to limit Purchase Payments, we will look
    at Purchase Payments which are disproportionately larger than your initial
    Purchase Payment and other actions that may artificially increase the
    Protected Income Value.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this program. We reserve the right to transfer any
    Account Value in a prohibited investment option to an eligible investment
    option. Should we prohibit access to any investment option, any transfers
    required to move Account Value to eligible investment options will not be
    counted in determining the number of free transfers during an Annuity Year.
    We may also require that you allocate your Account Value according to an
    asset allocation model.
..   If you change the Annuitant after the effective date of the GMIB program,
    the period of time during which we will apply the 5% annual growth rate may
    be changed based on the age of the new Annuitant. If the new Annuitant
    would not be eligible to elect the GMIB program based on his or her age at
    the time of the change, then the GMIB program will terminate.
..   Annuity payments made under the GMIB program are subject to the same tax
    treatment as any other annuity payment.
..   At the time you elect to begin receiving annuity payments under the GMIB
    program or under any other annuity payment option we make available, the
    protection provided by an Annuity's basic Death Benefit or any optional
    Death Benefit provision you elected will no longer apply.

 Election of the Program
 Currently, the GMIB program can only be elected at the time that you purchase
 your Annuity. The Annuitant must be age 75 or less as of the effective date of
 the GMIB program. In the future, we may offer existing Annuity Owners the
 option to elect the GMIB program after the Issue Date of their Annuity,
 subject to our eligibility rules and restrictions. If you elect the GMIB
 program after the Issue Date of your Annuity, the program will be effective as
 of the date of election. Your Account Value as of that date will be used to
 calculate the Protected Income Value as of the effective date of the program.

 Termination of the Program
 The GMIB program cannot be terminated by the Owner once elected. The GMIB
 program automatically terminates as of the date your Annuity is fully
 surrendered, on the date the Death Benefit is payable to your Beneficiary
 (unless your surviving spouse elects to continue your Annuity), or on the date
 that your Account Value is transferred to begin making annuity payments. The
 GMIB program may also be terminated if you designate a new Annuitant who would
 not be eligible to elect the GMIB program based on his or her age at the time
 of the change.

 Upon termination of the GMIB program we will deduct the charge from your
 Account Value for the portion of the Annuity Year since the prior anniversary
 of the Annuity's Issue Date (or the Issue Date if in the first Annuity Year).

 Charges under the Program
 Currently, we deduct a charge equal to 0.50% per year of the average Protected
 Income Value for the period the charge applies. Because the charge is
 calculated based on the average Protected Income Value, it does not increase
 or decrease based on changes to the Annuity's Account Value due to market
 performance. The dollar amount you pay each year will increase in any year the
 Protected Income Value increases, and it will decrease in any year the
 Protected Income Value decreases due to withdrawal, irrespective of whether
 your Account Value increases or decreases.

 The charge is deducted annually in arrears each Annuity Year on the
 anniversary of the Issue Date of an Annuity. We deduct the amount of the
 charge pro-rata from the Account Value allocated to the Sub-accounts and the
 Fixed Allocations. No MVA will apply to Account Value deducted from a Fixed
 Allocation. If you surrender your Annuity, begin receiving annuity payments
 under the GMIB program or any other annuity payment option we make available
 during an Annuity Year, or the GMIB program terminates, we will deduct the
 charge for the portion of the Annuity Year since the prior anniversary of the
 Annuity's Issue Date (or the Issue Date if in the first Annuity Year).

 No charge applies after the Annuity Date.


 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE)/SM/

 The Lifetime Five Income Benefit program described below is only being offered
 in those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Lifetime Five can be elected only where
 the Annuitant and the Owner are the same person or, if the Annuity Owner is an
 entity, where there is only one Annuitant. Currently, if you elect Lifetime
 Five and subsequently terminate the benefit, there may be a restriction on
 your ability to re-elect Lifetime Five and elect another of our lifetime
 withdrawal benefits. The Annuitant must be at least 45 years old when the
 program is elected. The Lifetime Five Income Benefit program is not available
 if you elect any other optional living benefit. As long as your Lifetime Five
 Income Benefit is in effect, you must allocate your Account Value in
 accordance with the then permitted and available option(s) with this program.


 We offer a program that guarantees your ability to withdraw amounts equal to a
 percentage of an initial principal value (called the "Protected Withdrawal
 Value"), regardless of the impact of market performance on your Account Value,
 subject to our program

                                      76



 rules regarding the timing and amount of withdrawals. There are two options -
 one is designed to provide an annual withdrawal amount for life (the "Life
 Income Benefit") and the other is designed to provide a greater annual
 withdrawal amount as long as there is Protected Withdrawal Value (adjusted as
 described below) (the "Withdrawal Benefit"). If there is no Protected
 Withdrawal Value, the withdrawal benefit will be zero. You do not choose
 between these two options; each option will continue to be available as long
 as your Annuity has an Account Value and the Lifetime Five is in effect.
 Certain benefits under Lifetime Five may remain in effect even if the Account
 Value of your Annuity is zero. The program may be appropriate if you intend to
 make periodic withdrawals from your Annuity and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the program.

 Key Feature - Protected Withdrawal Value
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your Annuity following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of (A) the Account
 Value on the date you elect Lifetime Five, plus any additional Purchase
 Payments, as applicable, each growing at 5% per year from the date of your
 election of the program, or application of the Purchase Payment to your
 Annuity until the date of your first withdrawal or the 10/th/ anniversary of
 the benefit effective date, if earlier (B) the Account Value on the date of
 the first withdrawal from your Annuity, prior to the withdrawal, and (C) the
 highest Account Value on each Annuity anniversary, plus subsequent Purchase
 Payments prior to the first withdrawal or the 10/th/ anniversary of the
 benefit effective date, if earlier. With respect to (A) and (C) above, after
 the 10th anniversary of the benefit effective date, each value is increased by
 the amount of any subsequent Purchase Payments. With respect to XT6, Credits
 are added to Purchase Payments for purposes of calculating the Protected
 Withdrawal Value, the Annual Income Amount and the Annual Withdrawal Amount
 (see below for a description of Annual Income Amount and Annual Withdrawal
 Amount).

   .   If you elect the Lifetime Five program at the time you purchase your
       Annuity, the Account Value will be your initial Purchase Payment.
   .   For existing Owners who are electing the Lifetime Five benefit, the
       Account Value on the date of your election of the Lifetime Five program
       will be used to determine the initial Protected Withdrawal Value.
   .   If you make additional Purchase Payments after your first withdrawal,
       the Protected Withdrawal Value will be increased by the amount of each
       additional Purchase Payment.

 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 dollar-for-dollar basis up to 7% per Annuity Year of the Protected Withdrawal
 Value and on the greater of a dollar-for-dollar basis or a pro rata basis for
 withdrawals in an Annuity Year in excess of that amount until the Protected
 Withdrawal Value is reduced to zero. At that point the Annual Withdrawal
 Amount will be zero until such time (if any) as the Annuity reflects a
 Protected Withdrawal Value (for example, due to a step-up or additional
 Purchase Payments being made into the Annuity).

 Step-Up of the Protected Withdrawal Value
 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Account Value is greater than the Protected
 Withdrawal Value.

 If you elected the Lifetime Five program on or after March 20, 2006:
   .   you are eligible to step-up the Protected Withdrawal Value on or after
       the 1st anniversary of the first withdrawal under the Lifetime Five
       program
   .   the Protected Withdrawal Value can be stepped up again on or after the
       1st anniversary of the preceding step-up

 If you elected the Lifetime Five program prior to March 20, 2006 and that
 original election remains in effect:
   .   you are eligible to step-up the Protected Withdrawal Value on or after
       the 5th anniversary of the first withdrawal under the Lifetime Five
       program
   .   the Protected Withdrawal Value can be stepped up again on or after the
       5th anniversary of the preceding step-up

 In either scenario (i.e., elections before or after March 20, 2006) if you
 elect to step-up the Protected Withdrawal Value under the program, and on the
 date you elect to step-up, the charges under the Lifetime Five program have
 changed for new purchasers, your program may be subject to the new charge at
 the time of step-up. Upon election of the step-up, we increase the Protected
 Withdrawal Value to be equal to the then current Account Value. For example,
 assume your initial Protected Withdrawal Value was $100,000 and you have made
 cumulative withdrawals of $40,000, reducing the Protected Withdrawal Value to
 $60,000. On the date you are eligible to step-up the Protected Withdrawal
 Value, your Account Value is equal to $75,000. You could elect to step-up the
 Protected Withdrawal Value to $75,000 on the date you are eligible. If your
 current Annual Income Amount and Annual Withdrawal Amount are less than they
 would be if we did not reflect the step-up in Protected Withdrawal Value, then
 we will increase these amounts to reflect the step-up as described below.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

                                      77



 If you elected the Lifetime Five program on or after March 20, 2006 and have
 also elected the Auto Step-Up feature:
   .   the first Auto Step-Up opportunity will occur on the 1st Annuity
       Anniversary that is at least one year after the later of (1) the date of
       the first withdrawal under the Lifetime Five program or (2) the most
       recent step-up
   .   your Protected Withdrawal Value will only be stepped-up if 5% of the
       Account Value is greater than the Annual Income Amount by any amount
   .   if at the time of the first Auto Step-Up opportunity, 5% of the Account
       Value is not greater than the Annual Income Amount, an Auto Step-Up
       opportunity will occur on each successive Annuity Anniversary until a
       step-up occurs
   .   once a step-up occurs, the next Auto Step-Up opportunity will occur on
       the 1st Annuity Anniversary that is at least one year after the most
       recent step-up

 If you elected the Lifetime Five program prior to March 20, 2006 and have also
 elected the Auto Step-Up feature:
   .   the first Auto Step-Up opportunity will occur on the Annuity Anniversary
       that is at least 5 years after the later of (1) the date of the first
       withdrawal under the Lifetime Five Program benefit or (2) the most
       recent step-up
   .   your Protected Withdrawal Value will only be stepped-up if 5% of the
       Account Value is greater than the Annual Income Amount by 5% or more
   .   if at the time of the first Auto Step-Up opportunity, 5% of the Account
       Value does not exceed the Annual Income Amount by 5% or more, an Auto
       Step-Up opportunity will occur on each successive Annuity Anniversary
       until a step-up occurs
   .   once a step-up occurs, the next Auto Step-Up opportunity will occur on
       the Annuity Anniversary that is at least 5 years after the most recent
       step-up

 In either scenario (i.e., elections before or after March 20, 2006), if on the
 date that we implement an Auto Step-Up to your Protected Withdrawal Value, the
 charge for Lifetime Five has changed for new purchasers, you may be subject to
 the new charge at the time of such step-up. Subject to our rules and
 restrictions, you will still be permitted to manually step-up the Protected
 Withdrawal Value even if you elect the Auto Step-Up feature.

 Key Feature - Annual Income Amount under the Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under the Lifetime Five program, if your cumulative
 withdrawals in an Annuity Year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent Annuity
 Years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that Annuity Year. If your cumulative withdrawals
 are in excess of the Annual Income Amount ("Excess Income"), your Annual
 Income Amount in subsequent years will be reduced (except with regard to
 required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. A withdrawal can be considered
 Excess Income under the Life Income Benefit even though it does not exceed the
 Annual Withdrawal Amount under the Withdrawal Benefit. When you elect a
 step-up (or an auto step-up is effected), your Annual Income Amount increases
 to equal 5% of your Account Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional Purchase Payments. The amount of the increase is equal to
 5% of any additional Purchase Payments (and any associated Credit with respect
 to XT6). Any increase will be added to your Annual Income Amount beginning on
 the day that the step-up is effective or the Purchase Payment is made. A
 determination of whether you have exceeded your Annual Income Amount is made
 at the time of each withdrawal; therefore a subsequent increase in the Annual
 Income Amount will not offset the effect of a withdrawal that exceeded the
 Annual Income Amount at the time the withdrawal was made.

 Key Feature - Annual Withdrawal Amount under the Withdrawal Benefit
 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under the Lifetime Five program, if your cumulative
 withdrawals each Annuity Year are less than or equal to the Annual Withdrawal
 Amount, your Protected Withdrawal Value will be reduced on a dollar-for-dollar
 basis. If your cumulative withdrawals are in excess of the Annual Withdrawal
 Amount ("Excess Withdrawal"), your Annual Withdrawal Amount will be reduced
 (except with regard to required minimum distributions) by the result of the
 ratio of the Excess Withdrawal to the Account Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any CDSC that may apply. When
 you elect a step-up (or an auto step-up is effected), your Annual Withdrawal
 Amount increases to equal 7% of your Account Value after the step-up if such
 amount is greater than your Annual Withdrawal Amount. Your Annual Withdrawal
 Amount also increases if you make additional Purchase Payments. The amount of
 the increase is equal to 7% of any additional Purchase Payments (and any
 associated Credit with respect to XT6). A determination of whether you have
 exceeded your Annual Withdrawal Amount is made at the time of each withdrawal;
 therefore, a subsequent increase in the Annual Withdrawal Amount will not
 offset the effect of a withdrawal that exceeded the Annual Withdrawal Amount
 at the time the withdrawal was made.

 The Lifetime Five program does not affect your ability to make withdrawals
 under your Annuity or limit your ability to request withdrawals that exceed
 the Annual Income Amount and the Annual Withdrawal Amount. You are not
 required to withdraw all or any portion of the Annual Withdrawal Amount or
 Annual Income Amount in each Annuity Year.

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       .   If, cumulatively, you withdraw an amount less than the Annual
           Withdrawal Amount under the Withdrawal Benefit in any Annuity Year,
           you cannot carry-over the unused portion of the Annual Withdrawal
           Amount to subsequent Annuity Years. However, because the Protected
           Withdrawal Value is only reduced by the actual amount of withdrawals
           you make under these circumstances, any unused Annual Withdrawal
           Amount may extend the period of time until the remaining Protected
           Withdrawal Value is reduced to zero.

       .   If, cumulatively, you withdraw an amount less than the Annual Income
           Amount under the Life Income Benefit in any Annuity Year, you cannot
           carry-over the unused portion of the Annual Income Amount to
           subsequent Annuity Years. However, because the Protected Withdrawal
           Value is only reduced by the actual amount of withdrawals you make
           under these circumstances, any unused Annual Income Amount may
           extend the period of time until the remaining Protected Withdrawal
           Value is reduced to zero.

 Examples of Withdrawals
 The following examples of dollar-for-dollar and proportional reductions of the
 Protected Withdrawal Value, Annual Withdrawal Amount and Annual Income Amount
 assume: 1.) the Issue Date and the Effective Date of the Lifetime Five program
 are February 1, 2005; 2.) an initial Purchase Payment of $250,000; 3.) the
 Account Value on February 1, 2006 is equal to $265,000; and 4.) the first
 withdrawal occurs on March 1, 2006 when the Account Value is equal to
 $263,000. The values set forth here are purely hypothetical, and do not
 reflect the charge for Lifetime Five or any other fees and charges.

 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05/(393/365)/ = $263,484.33
 (b)Account Value on March 1, 2006 (the date of the first withdrawal) = $263,000
 (c)Account Value on February 1, 2006 (the first Annuity Anniversary) = $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

 Example 1. Dollar-for-dollar reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:
..   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
    $10,000 = $8,550. Annual Withdrawal Amount for future Annuity Years remains
    at $18,550
..   Remaining Annual Income Amount for current Annuity Year = $13,250 - $10,000
    = $3,250. Annual Income Amount for future Annuity Years remains at $13,250
..   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-dollar and proportional reductions
 (a)If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:

..   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
    $15,000 = $3,550. Annual Withdrawal Amount for future Annuity Years remains
    at $18,550

..   Remaining Annual Income Amount for current Annuity Year = $0

 Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
 $1,750) reduces Annual Income Amount for future Annuity Years.

..   Reduction to Annual Income Amount = Excess Income/Account Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93 Annual Income Amount for future Annuity Years = $13,250 - $93
    = $13,157
..   Protected Withdrawal Value is reduced by $15,000 from $265,000 to $250,000

 (b)If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:
..   Remaining Annual Withdrawal Amount for current Annuity Year = $0 Excess of
    withdrawal over the Annual Withdrawal Amount ($25,000 - $18,550 = $6,450)
    reduces Annual Withdrawal Amount for future Annuity Years.
..   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Account Value
    before Excess Withdrawal X Annual Withdrawal Amount = $6,450/($263,000 -
    $18,550) X $18,550 = $489

                                      79



 Annual Withdrawal Amount for future Annuity Years = $18,550 - $489 = $18,061

..   Remaining Annual Income Amount for current Annuity Year = $0

 Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
 $11,750) reduces Annual Income Amount for future Annuity Years.


..   Reduction to Annual Income Amount = Excess Income/Account Value before
    Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
    $13,250 = $623. Annual Income Amount for future Annuity Years = $13,250 -
    $623 = $12,627

..   Protected Withdrawal Value is first reduced by the Annual Withdrawal Amount
    ($18,550) from $265,000 to $246,450. It is further reduced by the greater
    of a dollar-for-dollar reduction or a proportional reduction.
    Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450
..   Proportional reduction = Excess Withdrawal/Account Value before Excess
    Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
    $246,450 = $6,503 Protected Withdrawal Value = $246,450 - max {$6,450,
    $6,503} = $239,947

 BENEFITS UNDER THE LIFETIME FIVE PROGRAM
   .   If your Account Value is equal to zero, and the cumulative withdrawals
       in the current Annuity Year are greater than the Annual Withdrawal
       Amount, the Lifetime Five program will terminate. To the extent that
       your Account Value was reduced to zero as a result of cumulative
       withdrawals that are equal to or less than the Annual Income Amount and
       amounts are still payable under both the Life Income Benefit and the
       Withdrawal Benefit, you will be given the choice of receiving the
       payments under the Life Income Benefit or under the Withdrawal Benefit.
       Thus, in that scenario, the remaining amounts under the Life Income
       Benefit and the Withdrawal Benefit would be payable even though your
       Account Value was reduced to zero. Once you make this election we will
       make an additional payment for that Annuity Year equal to either the
       remaining Annual Income Amount or Annual Withdrawal Amount for the
       Annuity Year, if any, depending on the option you choose. In subsequent
       Annuity Years we make payments that equal either the Annual Income
       Amount or the Annual Withdrawal Amount as described in this Prospectus.
       You will not be able to change the option after your election and no
       further Purchase Payments will be accepted under your Annuity. If you do
       not make an election, we will pay you annually under the Life Income
       Benefit. To the extent that cumulative withdrawals in the current
       Annuity Year that reduced your Account Value to zero are more than the
       Annual Income Amount but less than or equal to the Annual Withdrawal
       Amount and amounts are still payable under the Withdrawal Benefit, you
       will receive the payments under the Withdrawal Benefit. In the year of a
       withdrawal that reduced your Account Value to zero, we will make an
       additional payment to equal any remaining Annual Withdrawal Amount and
       make payments equal to the Annual Withdrawal Amount in each subsequent
       year (until the Protected Withdrawal Value is depleted). Once your
       Account Value equals zero no further Purchase Payments will be accepted
       under your Annuity.
   .   If annuity payments are to begin under the terms of your Annuity or if
       you decide to begin receiving annuity payments and there is any Annual
       Income Amount due in subsequent Annuity Years or any remaining Protected
       Withdrawal Value, you can elect one of the following three options:

 (1)apply your Account Value to any annuity option available; or
 (2)request that, as of the date annuity payments are to begin, we make annuity
    payments each year equal to the Annual Income Amount. We make such annuity
    payments until the Annuitant's death; or
 (3)request that, as of the date annuity payments are to begin, we pay out any
    remaining Protected Withdrawal Value as annuity payments. Each year such
    annuity payments will equal the Annual Withdrawal Amount or the remaining
    Protected Withdrawal Value if less. We make such annuity payments until the
    earlier of the Annuitant's death or the date the Protected Withdrawal Value
    is depleted.

 We must receive your request in a form acceptable to us at our office.

   .   In the absence of an election when mandatory annuity payments are to
       begin, we will make annual annuity payments as a single life fixed
       annuity with five payments certain using the greater of the annuity
       rates then currently available or the annuity rates guaranteed in your
       Annuity. The amount that will be applied to provide such annuity
       payments will be the greater of:

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

   .   If no withdrawal was ever taken, we will determine a Protected
       Withdrawal Value and calculate an Annual Income Amount and an Annual
       Withdrawal Amount as if you made your first withdrawal on the date the
       annuity payments are to begin.

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 Other Important Considerations
   .   Withdrawals under the Lifetime Five program are subject to all of the
       terms and conditions of your Annuity, including any applicable CDSC.
   .   Withdrawals made while the Lifetime Five program is in effect will be
       treated, for tax purposes, in the same way as any other withdrawals
       under your Annuity. The Lifetime Five program does not directly affect
       your Annuity's Account Value or Surrender Value, but any withdrawal will
       decrease the Account Value by the amount of the withdrawal (plus any
       applicable CDSC). If you surrender your Annuity, you will receive the
       current Surrender Value, not the Protected Withdrawal Value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the Lifetime Five program. The
       Lifetime Five program provides a guarantee that if your Account Value
       declines due to market performance, you will be able to receive your
       Protected Withdrawal Value or Annual Income Amount in the form of
       periodic benefit payments.
   .   In general, you must allocate your Account Value in accordance with the
       then available investment option(s) that we may prescribe in order to
       elect and maintain the benefit. If, subsequent to your election of the
       benefit, we change our requirements for how Account Value must be
       allocated under the benefit, the new requirement will apply only to new
       elections of the benefit, and we will not compel you to re-allocate your
       Account Value in accordance with our newly-adopted requirements.
       Subsequent to any change in requirements, transfers of Account Value and
       allocation of additional Purchase Payments may be subject to the new
       investment limitations.

 Election of the Program
 The Lifetime Five program can be elected at the time that you purchase your
 Annuity. We also offer existing Owners the option to elect the Lifetime Five
 program after the Issue Date of their Annuity, subject to our eligibility
 rules and restrictions. Your Account Value as the date of election will be
 used as a basis to calculate the initial Protected Withdrawal Value, the
 initial Protected Annual Withdrawal Amount, and the Annual Income Amount.


 Currently, if you terminate the program, you generally will only be permitted
 to re-elect Lifetime Five or elect another lifetime withdrawal benefit on any
 anniversary of the Issue Date that is at least 90 calendar days from the date
 the benefit was last terminated.


 If you elected Lifetime Five prior to March 20, 2006, and you terminate the
 program, there will be no waiting period before you can re-elect the program
 or elect Highest Daily Lifetime Five or Spousal Lifetime Five provided that
 you had not previously elected Lifetime Five after the Issue Date and within
 the same Annuity Year that you terminate Lifetime Five. If you had previously
 elected Lifetime Five after the Issue Date and within the same Annuity Year
 that you terminated Lifetime Five, you will be able to re-elect the program or
 elect Highest Daily Lifetime Five or Spousal Lifetime Five on any date on or
 after the next anniversary of the Issue Date. However, once you choose to
 re-elect/elect, the waiting period described above will apply to subsequent
 re-elections. We reserve the right to limit the re-election/election frequency
 in the future. Before making any such change to the re-election/election
 frequency, we will provide prior notice to Owners who have an effective
 Lifetime Five Income Benefit.

 Termination of the Program
 The program terminates automatically when your Protected Withdrawal Value and
 Annual Income Amount equal zero. You may terminate the program at any time by
 notifying us. If you terminate the program, any guarantee provided by the
 benefit will terminate as of the date the termination is effective and certain
 restrictions on re-election of the benefit will apply as described above. The
 program terminates upon your surrender of your Annuity, upon the death of the
 Annuitant (but your surviving spouse may elect a new Lifetime Five if your
 spouse elects the spousal continuance option and your spouse would then be
 eligible to elect the benefit if he or she was a new purchaser), upon a change
 in ownership of your Annuity that changes the tax identification number of the
 Owner, upon change in the Annuitant or upon your election to begin receiving
 annuity payments. While you may terminate your program at any time, we may not
 terminate the program other than in the circumstances listed above. However,
 we may stop offering the program for new elections or re-elections at any time
 in the future.

 The charge for the Lifetime Five program will no longer be deducted from your
 Account Value upon termination of the program.

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

                                      81



 Value. In addition, the amount and duration of payments under the annuity
 payment and Death Benefit provisions may be adjusted so that the payments do
 not trigger any penalty or excise taxes due to tax considerations such as
 Required Minimum Distribution provisions under the tax law.

 As indicated, withdrawals made while this Benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit here.


 SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE)/SM/

 The Spousal Lifetime Five program described below is only being offered in
 those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Currently, if you elect Spousal Lifetime
 Five and subsequently terminate the benefit, there may be a restriction on
 your ability to re-elect Spousal Lifetime Five or elect another lifetime
 withdrawal benefit. (See "Election of and Designations under the Program"
 below for details). Spousal Lifetime Five must be elected based on two
 Designated Lives, as described below. Each Designated Life must be at least 55
 years old when the benefit is elected. The Spousal Lifetime Five program is
 not available if you elect any other optional living benefit or optional death
 benefit. As long as your Spousal Lifetime Five Income Benefit is in effect,
 you must allocate your Account Value in accordance with the then permitted and
 available option(s) with this program.


 We offer a program that guarantees until the later death of two natural
 persons that are each other's spouses at the time of election of Spousal
 Lifetime Five and at the first death of one of them (the "Designated Lives",
 each a "Designated Life") the ability to withdraw an annual amount ("Spousal
 Life Income Benefit") equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Account Value, subject to our program rules regarding the timing and
 amount of withdrawals. The Spousal Life Income Benefit may remain in effect
 even if the Account Value of the Annuity is zero. The program may be
 appropriate if you intend to make periodic withdrawals from your Annuity, wish
 to ensure that market performance will not affect your ability to receive
 annual payments, and wish either spouse to be able to continue the Spousal
 Life Income Benefit after the death of the first. You are not required to make
 withdrawals as part of the program - the guarantees are not lost if you
 withdraw less than the maximum allowable amount each year under the rules of
 the program.

 Key Feature - Initial Protected Withdrawal Value
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Spousal Life Income Benefit. The initial Protected
 Withdrawal Value is determined as of the date you make your first withdrawal
 under the Annuity following your election of Spousal Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of (A) the Account
 Value on the date you elect Spousal Lifetime Five, plus any additional
 Purchase Payments as applicable, each growing at 5% per year from the date of
 your election of the program, or application of the Purchase Payment to your
 Annuity, until the date of your first withdrawal or the 10/th/ anniversary of
 the benefit effective date, if earlier (B) the Account Value on the date of
 the first withdrawal from your Annuity, prior to the withdrawal, and (C) the
 highest Account Value on each Annuity anniversary, plus subsequent Purchase
 Payments prior to the first withdrawal or the 10/th/ anniversary of the
 benefit effective date, if earlier. With respect to (A) and (C) above, after
 the 10/th/ anniversary of the benefit effective date, each value is increased
 by the amount of any subsequent Purchase Payments. With respect to XT6,
 Credits are added to Purchase Payments for purposes of calculating the
 Protected Withdrawal Value and the Annual Income Amount (see below for a
 description of Annual Income Amount).
..   If you elect the Spousal Lifetime Five program at the time you purchase
    your Annuity, the Account Value will be your initial Purchase Payment.
..   For existing Owners who are electing the Spousal Lifetime Five benefit, the
    Account Value on the date of your election of the Spousal Lifetime Five
    program will be used to determine the initial Protected Withdrawal Value.

 Key Feature - Annual Income Amount under the Spousal Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under the Spousal Lifetime Five program, if your cumulative
 withdrawals in an Annuity Year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent Annuity
 Years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that Annuity Year. If, cumulatively, you withdraw
 an amount less than the Annual Income Amount under the Spousal Life Income
 Benefit in any Annuity Year, you cannot carry-over the unused portion of the
 Annual Income Amount to subsequent Annuity Years. If your cumulative
 withdrawals are in excess of the Annual Income Amount ("Excess Income"), your
 Annual Income Amount in subsequent years will be reduced (except with regard
 to required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. The Spousal Lifetime Five
 program does not affect your ability to make withdrawals under your Annuity or
 limit your ability to request withdrawals that exceed the Annual Income Amount.

                                      82



 Step-Up of Annual Income Amount
 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Account Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of the first withdrawal under the Spousal Lifetime Five
 program. The Annual Income Amount can be stepped up again on or after the
 1/st/ anniversary of the preceding step-up. If you elect to step-up the Annual
 Income Amount under the program, and on the date you elect to step-up, the
 charges under the Spousal Lifetime Five program have changed for new
 purchasers, your program may be subject to the new charge at the time of such
 step-up. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Account Value after the step-up. Your Annual Income Amount
 also increases if you make additional Purchase Payments. The amount of the
 increase is equal to 5% of any additional Purchase Payments (plus any Credit
 with respect to XT6). Any increase will be added to your Annual Income Amount
 beginning on the day that the step-up is effective or the Purchase Payment is
 made. A determination of whether you have exceeded your Annual Income Amount
 is made at the time of each withdrawal; therefore a subsequent increase in the
 Annual Income Amount will not offset the effect of a withdrawal that exceeded
 the Annual Income Amount at the time the withdrawal was made.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force. If you elect this feature, the first
 Auto Step-Up opportunity will occur on the 1st Annuity Anniversary that is at
 least one year after the later of (1) the date of the first withdrawal under
 the Spousal Lifetime Five program or (2) the most recent step-up. At this
 time, your Annual Income Amount will be stepped-up if 5% of your Account Value
 is greater than the Annual Income Amount by any amount. If 5% of the Account
 Value does not exceed the Annual Income Amount, then an Auto Step-Up
 opportunity will occur on each successive Annuity Anniversary until a step-up
 occurs. Once a step-up occurs, the next Auto Step-Up opportunity will occur on
 the 1st Annuity Anniversary that is at least 1 year after the most recent
 step-up. If, on the date that we implement an Auto Step-Up to your Annual
 Income Amount, the charge for Spousal Lifetime Five has changed for new
 purchasers, you may be subject to the new charge at the time of such step-up.
 Subject to our rules and restrictions, you will still be permitted to manually
 step-up the Annual Income Amount even if you elect the Auto Step-Up feature.

 Examples of withdrawals and step-up
 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Annual Income Amount assume: 1.) the Issue Date and the
 Effective Date of the Spousal Lifetime Five program are February 1, 2005; 2.)
 an initial Purchase Payment of $250,000; 3.) the Account Value on February 1,
 2006 is equal to $265,000; 4.) the first withdrawal occurs on March 1, 2006
 when the Account Value is equal to $263,000; and 5.) the Account Value on
 February 1, 2010 is equal to $280,000. The values set forth here are purely
 hypothetical, and do not reflect the charge for the Spousal Lifetime Five or
 any other fees and charges.

 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05/(393/365)/ = $263,484.33
 (b)Account Value on March 1, 2006 (the date of the first withdrawal) = $263,000
 (c)Account Value on February 1, 2006 (the first Annuity Anniversary) = $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Income Amount is equal to $13,250 under the Spousal Life Income Benefit
 (5% of $265,000).

 Example 1. Dollar-for-dollar reduction
 If $10,000 was withdrawn (less than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current Annuity Year = $13,250 - $10,000
    = $3,250
..   Annual Income Amount for future Annuity Years remains at $13,250

 Example 2. Dollar-for-dollar and proportional reductions
 If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current Annuity Year = $0 Excess of
    withdrawal over the Annual Income Amount ($15,000 - $13,250 $1,750) reduces
    Annual Income Amount for future Annuity Years.

..   Reduction to Annual Income Amount = Excess Income/Account Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93. Annual Income Amount for future Annuity Years = $13,250 -
    $93 = $13,157


 Example 3. Step-up of the Annual Income Amount
 If a step-up of the Annual Income Amount is requested on February 1, 2010 or
 the Auto Step-Up feature was elected, the step-up would occur because 5% of
 the Account Value, which is $14,000 (5% of $280,000), is greater than the
 Annual Income Amount of $13,250. The new Annual Income Amount will be equal to
 $14,000.

                                      83



 BENEFITS UNDER THE SPOUSAL LIFETIME FIVE PROGRAM
 To the extent that your Account Value was reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the Annual Income Amount
 and amounts are still payable under the Spousal Life Income Benefit, we will
 make an additional payment for that Annuity Year equal to the remaining Annual
 Income Amount for the Annuity Year, if any. Thus, in that scenario, the
 remaining Annual Income Amount would be payable even though your Account Value
 was reduced to zero. In subsequent Annuity Years we make payments that equal
 the Annual Income Amount as described in this Prospectus. No further Purchase
 Payments will be accepted under your Annuity. We will make payments until the
 first of the Designated Lives to die, and will continue to make payments until
 the death of the second Designated Life as long as the Designated Lives were
 spouses at the time of the first death. To the extent that cumulative
 withdrawals in the current Annuity Year that reduced your Account Value to
 zero are more than the Annual Income Amount, the Spousal Life Income Benefit
 terminates and no additional payments will be made.
..   If annuity payments are to begin under the terms of your Annuity or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your Account Value to any annuity option available; or
       (2)request that, as of the date annuity payments are to begin, we make
          annuity payments each year equal to the Annual Income Amount. We will
          make payments until the first of the Designated Lives to die, and
          will continue to make payments until the death of the second
          Designated Life as long as the Designated Lives were spouses at the
          time of the first death.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a joint and survivor or single (as
    applicable) life fixed annuity with five payments certain using the same
    basis that is used to calculate the greater of the annuity rates then
    currently available or the annuity rates guaranteed in your Annuity. The
    amount that will be applied to provide such annuity payments will be the
    greater of:

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

..   If no withdrawal was ever taken, we will determine an initial Protected
    Withdrawal Value and calculate an Annual Income Amount as if you made your
    first withdrawal on the date the annuity payments are to begin.

 Other Important Considerations
..   Withdrawals under the Spousal Lifetime Five program are subject to all of
    the terms and conditions of the Annuity, including any CDSC.
..   Withdrawals made while the Spousal Lifetime Five program is in effect will
    be treated, for tax purposes, in the same way as any other withdrawals
    under the Annuity. The Spousal Lifetime Five program does not directly
    affect the Annuity's Account Value or Surrender Value, but any withdrawal
    will decrease the Account Value by the amount of the withdrawal (plus any
    applicable CDSC). If you surrender your Annuity, you will receive the
    current Surrender Value, not the Protected Withdrawal Value.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Spousal Lifetime Five program. The
    Spousal Lifetime Five program provides a guarantee that if your Account
    Value declines due to market performance, you will be able to receive your
    Annual Income Amount in the form of periodic benefit payments.
..   In general, you must allocate your Account Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the benefit. If, subsequent to your election of the benefit,
    we change our requirements for how Account Value must be allocated under
    the benefit, the new requirement will apply only to new elections of the
    benefit, and we will not compel you to re-allocate your Account Value in
    accordance with our newly-adopted requirements. Subsequent to any change in
    requirements, transfers of Account Value and allocation of additional
    Purchase Payments may be subject to the new investment limitations.
..   There may be circumstances where you will continue to be charged the full
    amount for the Spousal Lifetime Five program even when the benefit is only
    providing a guarantee of income based on one life with no survivorship.
..   In order for the Surviving Designated Life to continue the Spousal Lifetime
    Five program upon the death of an owner, the Designated Life must elect to
    assume ownership of the Annuity under the spousal continuation option. When
    the Annuity is owned by a Custodial Account, in order for Spousal Lifetime
    Five to be continued after the death of the first Designated Life (the
    Annuitant), the Custodial Account must elect to continue the Annuity and
    the second Designated Life (the Contingent Annuitant) will be named as the
    new Annuitant. See "Spousal Designations", and "Spousal Assumption of
    Annuity" in this Prospectus.

                                      84



 Election of and Designations under the Program
 Spousal Lifetime Five can only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the program and at the death of the first of the
 Designated Lives to die. Currently, the program may only be elected where the
 Owner, Annuitant and Beneficiary Designations are as follows:
   .   One Annuity Owner, where the Annuitant and the Owner are the same person
       and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
       beneficiary each must be at least 55 years old at the time of election;
       or
   .   Co-Annuity Owners, where the Owners are each other's spouses. The
       Beneficiary Designation must be the surviving spouse. The first named
       Owner must be the Annuitant. Both Owners must each be at least 55 years
       old at the time of election; or
   .   One Annuity Owner, where the Owner is a custodial account established to
       hold retirement assets for the benefit of the Annuitant pursuant to the
       provisions of Section 408(a) of the Internal Revenue Code (or any
       successor Code section thereto) ("Custodial Account"), the Beneficiary
       is the Custodial Account and the spouse of the Annuitant is the
       Contingent Annuitant. Both the Annuitant and Contingent Annuitant must
       each be at least 55 years old at the time of election.

 No Ownership changes or Annuitant changes will be permitted once this program
 is elected. However, if the Annuity is co-owned, the Owner that is not the
 Annuitant may be removed without affecting the benefit.

 The Spousal Lifetime Five program can be elected at the time that you purchase
 your Annuity. We also offer existing Owners the option to elect the Spousal
 Lifetime Five program after the Issue Date of their Annuity, subject to our
 eligibility rules and restrictions. Your Account Value as the date of election
 will be used as a basis to calculate the initial Protected Withdrawal Value
 and the Annual Income Amount.


 Currently, if you terminate the program, you may, for certain optional
 benefits, be permitted to elect a lifetime withdrawal benefit only on any
 anniversary of the Issue Date that is at least 90 calendar days from the date
 the benefit was last terminated.


 We reserve the right to further limit the election frequency in the future.
 Before making any such change to the election frequency, we will provide prior
 notice to Owners who have an effective Spousal Lifetime Five Income Benefit.

 Termination of the Program
 The program terminates automatically when your Annual Income Amount equals
 zero. You may terminate the program at any time by notifying us. If you
 terminate the program, any guarantee provided by the benefit will terminate as
 of the date the termination is effective and certain restrictions on
 re-election of the benefit will apply as described above. We reserve the right
 to further limit the frequency election in the future. The program terminates
 upon your surrender of the Annuity, upon the first Designated Life to die if
 the Annuity is not continued, upon the second Designated Life to die or upon
 your election to begin receiving annuity payments.

 The charge for the Spousal Lifetime Five program will no longer be deducted
 from your Account Value upon termination of the program.

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

 As indicated, withdrawals made while this Benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit here.

                                      85




 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HD5)/SM/

 The Highest Daily Lifetime Five program described below is only being offered
 in those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Highest Daily Lifetime Five is offered as
 an alternative to Lifetime Five and Spousal Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Five and subsequently terminate the benefit, you
 will not be able to re-elect Highest Daily Lifetime Five, and may have a
 waiting period until you can elect another lifetime withdrawal benefit. See
 "Election of and Designations under the Program" below for details. The income
 benefit under Highest Daily Lifetime Five currently is based on a single
 "designated life" who is at least 55 years old on the date that the benefit is
 acquired. The Highest Daily Lifetime Five Benefit is not available if you
 elect any other optional living benefit, although you may elect any optional
 death benefit (other than the Highest Daily Value Death Benefit). Any DCA
 program that transfers Account Value from a Fixed Allocation is also not
 available as Fixed Allocations are not permitted with the benefit. As long as
 your Highest Daily Lifetime Five Benefit is in effect, you must allocate your
 Account Value in accordance with the then-permitted and available investment
 option(s) with this program.


 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Total Annual Income
 Amount") equal to a percentage of an initial principal value (the "Total
 Protected Withdrawal Value") regardless of the impact of market performance on
 the Account Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your Annuity, and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the benefit. As discussed below, we require that you
 participate in our asset transfer program in order to participate in Highest
 Daily Lifetime Five, and in the Appendices to this prospectus, we set forth
 the formula under which we make those asset transfers.

 As discussed below, a key component of Highest Daily Lifetime Five is the
 Total Protected Withdrawal Value, which is an amount that is distinct from
 Account Value. Because each of the Total Protected Withdrawal Value and Total
 Annual Income Amount is determined in a way that is not solely related to
 Account Value, it is possible for Account Value to fall to zero, even though
 the Total Annual Income Amount remains. You are guaranteed to be able to
 withdraw the Total Annual Income Amount for the rest of your life, provided
 that you have not made "excess withdrawals." Excess withdrawals, as discussed
 below, will reduce your Total Annual Income Amount. Thus, you could experience
 a scenario in which your Account Value was zero, and, due to your excess
 withdrawals, your Total Annual Income Amount also was reduced to zero. In that
 scenario, no further amount would be payable under Highest Daily Lifetime Five.

 Key Feature - Total Protected Withdrawal Value
 The Total Protected Withdrawal Value is used to determine the amount of the
 annual payments under Highest Daily Lifetime Five. The Total Protected
 Withdrawal Value is equal to the greater of the Protected Withdrawal Value and
 any Enhanced Protected Withdrawal Value that may exist. We describe how we
 determine Enhanced Protected Withdrawal Value, and when we begin to calculate
 it, below. If you do not meet the conditions described below for obtaining
 Enhanced Protected Withdrawal Value then Total Protected Withdrawal Value is
 simply equal to Protected Withdrawal Value.

 The Protected Withdrawal Value initially is equal to the Account Value on the
 date that you elect Highest Daily Lifetime Five. On each Valuation Day
 thereafter, until the earlier of the first withdrawal or ten years after the
 date of your election of the benefit, we recalculate the Protected Withdrawal
 Value. Specifically, on each such Valuation Day (the "Current Valuation Day"),
 the Protected Withdrawal Value is equal to the greater of:
   .   the Protected Withdrawal Value for the immediately preceding Valuation
       Day (the "Prior Valuation Day"), appreciated at the daily equivalent of
       5% annually during the calendar day(s) between the Prior Valuation Day
       and the Current Valuation Day (i.e., one day for successive Valuation
       Days, but more than one calendar day for Valuation Days that are
       separated by weekends and/or holidays), plus the amount of any Purchase
       Payment (including any associated credit) made on the Current Valuation
       Day; and
   .   the Account Value.

 If you have not made a withdrawal prior to the tenth anniversary of the date
 you elected Highest Daily Lifetime Five (which we refer to as the "Tenth
 Anniversary"), we will continue to calculate a Protected Withdrawal Value. On
 or after the Tenth Anniversary and up until the date of the first withdrawal,
 your Protected Withdrawal Value is equal to the greater of the Protected
 Withdrawal Value on the Tenth Anniversary or your Account Value.


 The Enhanced Protected Withdrawal Value is only calculated if you do not take
 a withdrawal prior to the Tenth Anniversary. Thus, if you do take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive Enhanced
 Protected Withdrawal Value. If so, then on or after the Tenth Anniversary up
 until the date of the first withdrawal, the Enhanced Protected Withdrawal
 Value is equal to the sum of:


                                      86



 (a)200% of the Account Value on the date you elected Highest Daily Lifetime
    Five;
 (b)200% of all Purchase Payments (and any associated Credits) made during the
    one-year period after the date you elected Highest Daily Lifetime Five; and
 (c)100% of all Purchase Payments (and any associated Credits) made more than
    one year after the date you elected Highest Daily Lifetime Five, but prior
    to the date of your first withdrawal.

 We cease these daily calculations of the Protected Withdrawal Value and
 Enhanced Protected Withdrawal Value (and therefore, the Total Protected
 Withdrawal Value) when you make your first withdrawal. However, as discussed
 below, subsequent Purchase Payments (and any associated Credits) will increase
 the Total Annual Income Amount, while "excess" withdrawals (as described
 below) may decrease the Total Annual Income Amount.

 Key Feature - Total Annual Income Amount under the Highest Daily Lifetime Five
 Benefit
 The initial Total Annual Income Amount is equal to 5% of the Total Protected
 Withdrawal Value. For purposes of the asset transfer formula described below,
 we also calculate a Highest Daily Annual Income Amount, which is initially
 equal to 5% of the Protected Withdrawal Value. Under the Highest Daily
 Lifetime Five benefit, if your cumulative withdrawals in an Annuity Year are
 less than or equal to the Total Annual Income Amount, they will not reduce
 your Total Annual Income Amount in subsequent Annuity Years, but any such
 withdrawals will reduce the Total Annual Income Amount on a dollar-for-dollar
 basis in that Annuity Year. If your cumulative withdrawals are in excess of
 the Total Annual Income Amount ("Excess Income"), your Total Annual Income
 Amount in subsequent years will be reduced (except with regard to required
 minimum distributions) by the result of the ratio of the Excess Income to the
 Account Value immediately prior to such withdrawal (see examples of this
 calculation below). Reductions include the actual amount of the withdrawal,
 including any CDSC that may apply. A Purchase Payment that you make will
 increase the then-existing Total Annual Income Amount and Highest Daily Annual
 Income Amount by an amount equal to 5% of the Purchase Payment (including the
 amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Total Annual Income Amount if your
 Account Value increases subsequent to your first withdrawal. We begin
 examining the Account Value for purposes of this feature starting with the
 anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
 immediately after your first withdrawal under the benefit. Specifically, upon
 the first such Annuity Anniversary, we identify the Account Value on the
 Valuation Days corresponding to the end of each quarter that (i) is based on
 your Annuity Year, rather than a calendar year; (ii) is subsequent to the
 first withdrawal; and (iii) falls within the immediately preceding Annuity
 Year. If the end of any such quarter falls on a holiday or a weekend, we use
 the next Valuation Day. We multiply each of those quarterly Account Values by
 5%, adjust each such quarterly value for subsequent withdrawals and Purchase
 Payments, and then select the highest of those values. If the highest of those
 values exceeds the existing Total Annual Income Amount, we replace the
 existing amount with the new, higher amount. Otherwise, we leave the existing
 Total Annual Income Amount intact. In later years, (i.e., after the first
 Annuity Anniversary after the first withdrawal) we determine whether an
 automatic step-up should occur on each Annuity Anniversary, by performing a
 similar examination of the Account Values on the end of the four immediately
 preceding quarters. If, on the date that we implement a Highest Quarterly Auto
 Step-Up to your Total Annual Income Amount, the charge for Highest Daily
 Lifetime Five has changed for new purchasers, you may be subject to the new
 charge at the time of such step-up. Prior to increasing your charge for
 Highest Daily Lifetime Five upon a step-up, we would notify you, and give you
 the opportunity to cancel the automatic step-up feature. If you receive notice
 of a proposed step-up and accompanying fee increase, you should carefully
 evaluate whether the amount of the step-up justifies the increased fee to
 which you will be subject.

 The Highest Daily Lifetime Five program does not affect your ability to make
 withdrawals under your annuity, or limit your ability to request withdrawals
 that exceed the Total Annual Income Amount. Under Highest Daily Lifetime Five,
 if your cumulative withdrawals in an Annuity Year are less than or equal to
 the Total Annual Income Amount, they will not reduce your Total Annual Income
 Amount in subsequent Annuity Years, but any such withdrawals will reduce the
 Total Annual Income Amount on a dollar-for-dollar basis in that Annuity Year.

 If, cumulatively, you withdraw an amount less than the Total Annual Income
 Amount in any Annuity Year, you cannot carry-over the unused portion of the
 Total Annual Income Amount to subsequent Annuity Years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Highest Daily
 Lifetime Five benefit or any other fees and charges. Assume the following for
 all three examples:
   .   The Issue Date is December 1, 2006
   .   The Highest Daily Lifetime Five benefit is elected on March 5, 2007.

 Dollar-for-dollar reductions
 On May 2, 2007, the Total Protected Withdrawal Value is $120,000, resulting in
 a Total Annual Income Amount of $6,000 (5% of $120,000). Assuming $2,500 is
 withdrawn from the Annuity on this date, the remaining Total Annual Income
 Amount for that Annuity Year (up to and including December 1, 2007) is $3,500.
 This is the result of a dollar-for-dollar reduction of the Total Annual Income
 Amount - $6,000 less $2,500 = $3,500.

                                      87



 Proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2007 and the Account Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Total Annual
 Income Amount for that Annuity Year to $0. The remaining withdrawal amount -
 $1,500 - reduces the Total Annual Income Amount in future Annuity Years on a
 proportional basis based on the ratio of the excess withdrawal to the Account
 Value immediately prior to the excess withdrawal. (Note that if there were
 other withdrawals in that Annuity Year, each would result in another
 proportional reduction to the Total Annual Income Amount).

 Here is the calculation:



                                                              
   Account Value before withdrawal                               $110,000.00
   Less amount of "non" excess withdrawal                        $  3,500.00
   Account Value immediately before excess withdrawal of $1,500  $106,500.00
   Excess withdrawal amount                                      $  1,500.00
   Divided by Account Value immediately before excess withdrawal $106,500.00
   Ratio                                                                1.41%
   Total Annual Income Amount                                    $  6,000.00
   Less ratio of 1.41%                                           $     84.51
   Total Annual Income Amount for future Annuity Years           $  5,915.49



 Highest Quarterly Auto Step-Up
 On each Annuity Anniversary date, the Total Annual Income Amount is stepped-up
 if 5% of the highest quarterly value since your first withdrawal (or last
 Annuity Anniversary in subsequent years), adjusted for withdrawals and
 additional Purchase Payments, is higher than the Total Annual Income Amount,
 adjusted for excess withdrawals and additional Purchase Payments (plus any
 Credit with respect to XT6).

 Continuing the same example as above, the Total Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Annuity
 Year, the Total Annual Income Amount will be stepped-up if 5% of the highest
 quarterly Account Value, adjusted for withdrawals, is higher than $5,915.49.
 Here are the calculations for determining the quarterly values. Only the
 June 1 value is being adjusted for excess withdrawals as the September 1 and
 December 1 Valuation Days occur after the excess withdrawal on August 6.




                                Highest Quarterly Value
                                    (adjusted with       Adjusted Total Annual
                                withdrawal and Purchase Income Amount (5% of the
Date*             Account value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2007       $118,000.00        $118,000.00              $5,900.00
August 6, 2007     $110,000.00        $112,885.55              $5,644.28
September 1, 2007  $112,000.00        $112,885.55              $5,644.28
December 1, 2007   $119,000.00        $119,000.00              $5,950.00



 *  In this example, the Annuity Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter - March 1, June 1,
    September 1, and December 1. In this example, we do not use the March 1
    date as the first withdrawal took place after March 1. The Annuity
    Anniversary Date of December 1 is considered the fourth and final quarterly
    valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Total Annual Income Amount of
    $5,900.00. This amount is adjusted on August 6 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Account Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Total Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.

 The adjusted Total Annual Income Amount is carried forward to the next
 quarterly anniversary date of September 1. At this time, we compare this
 amount to 5% of the Account Value on September 1. Since the June 1 adjusted
 Total Annual Income Amount of $5,644.28 is higher than $5,600.00 (5% of
 $112,000), we continue to carry $5,644.28 forward to the next and final
 quarterly anniversary date of December 1. The Account Value on December 1 is
 $119,000 and 5% of this amount is $5,950. Since this is higher than $5,644.28,
 the adjusted Total Annual Income Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of $
 5,950.00. Since this amount is higher than the current year's Total Annual
 Income Amount of $5,915.49 adjusted for excess withdrawals, the Total Annual
 Income Amount for the next Annuity Year, starting on December 2, 2007 and
 continuing through December 1, 2008, will be stepped-up to $5,950.00.

 Benefits Under the Highest Daily Lifetime Five Program
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Total Annual
    Income Amount and amounts are still payable under Highest Daily Lifetime
    Five, we will make an additional payment, if any, for that Annuity Year
    equal to the remaining Total Annual Income Amount for the Annuity Year.
    Thus, in that

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   scenario, the remaining Total Annual Income Amount would be payable even
    though your Account Value was reduced to zero. In subsequent Annuity Years
    we make payments that equal the Total Annual Income Amount as described in
    this section. We will make payments until the death of the single
    designated life. To the extent that cumulative withdrawals in the current
    Annuity Year that reduced your Account Value to zero are more than the
    Total Annual Income Amount, the Highest Daily Lifetime Five benefit
    terminates, and no additional payments will be made.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is a Total Annual
    Income Amount due in subsequent Annuity Years, you can elect one of the
    following two options:

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Total Annual Income Amount.
          We will make payments until the death of the single designated life.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments in the form of a single life fixed
    annuity with ten payments certain, by applying the greater of the annuity
    rates then currently available or the annuity rates guaranteed in your
    Annuity. The amount that will be applied to provide such Annuity payments
    will be the greater of:

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

..   If no withdrawal was ever taken, we will calculate the Total Annual Income
    Amount as if you made your first withdrawal on the date the annuity
    payments are to begin.
..   Please note that if your Annuity has a maximum Annuity Date requirement,
    payments that we make under this benefit as of that date will be treated as
    annuity payments.

 Other Important Considerations
..   Withdrawals under the Highest Daily Lifetime Five benefit are subject to
    all of the terms and conditions of the Annuity, including any CDSC.
..   Withdrawals made while the Highest Daily Lifetime Five Benefit is in effect
    will be treated, for tax purposes, in the same way as any other withdrawals
    under the Annuity. The Highest Daily Lifetime Five Benefit does not
    directly affect the Account Value or surrender value, but any withdrawal
    will decrease the Account Value by the amount of the withdrawal (plus any
    applicable CDSC). If you surrender your Annuity you will receive the
    current surrender value.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Highest Daily Lifetime Five
    benefit. The Highest Daily Lifetime Five benefit provides a guarantee that
    if your Account Value declines due to market performance, you will be able
    to receive your Total Annual Income Amount in the form of periodic benefit
    payments.

..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the permitted sub-accounts. However, the asset transfer component of the
    benefit as described below may transfer Account Value to the Benefit Fixed
    Rate Account as of the effective date of the benefit in some circumstances.
..   You cannot allocate Purchase Payments or transfer Account Value to a Fixed
    Allocation if you elect this benefit.
..   Transfers to and from the Sub-accounts and the Benefit Fixed Rate Option
    triggered by the asset transfer component of the benefit will not count
    toward the maximum number of free transfers allowable under an Annuity.

..   In general, you must allocate your Account Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the Highest Daily Lifetime Five benefit. If, subsequent to
    your election of the benefit, we change our requirements for how Account
    Value must be allocated under the benefit, the new requirement will apply
    only to new elections of the benefit, and we will not compel you to
    re-allocate your Account Value in accordance with our newly-adopted
    requirements. Subsequent to any change in requirements, transfers of
    Account Value and allocation of additional Purchase Payments may be subject
    to the new investment limitations.

..   The charge for Highest Daily Lifetime Five is 0.60% annually, assessed on a
    daily basis against the Sub-accounts and as a reduction to the interest
    rate credited under the Benefit Fixed Rate Account. This charge is in
    addition to any other fees under the annuity.


 Election of and Designations under the Program
 For Highest Daily Lifetime Five, there must be either a single Owner who is
 the same as the Annuitant, or if the Annuity is entity-owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 55 years old.

 Any change of the Annuitant under the Annuity will result in cancellation of
 Highest Daily Lifetime Five. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Five, except if (a) the new Owner has
 the same taxpayer identification

                                      89



 number as the previous owner (b) both the new Owner and previous Owner are
 entities or (c) the previous Owner is a natural person and the new Owner is an
 entity.

 Highest Daily Lifetime Five can be elected at the time that you purchase your
 Annuity. However, with respect to XT6, you may elect this benefit at the time
 you purchase your Annuity only if the CDSC schedule for XT6 Annuities issued
 on or after November 20, 2006 applies. (See "Summary of Contract Fees and
 Charges" section of the Prospectus). We also offer existing owners (i.e.,
 those who have already acquired their Annuity) the option to elect Highest
 Daily Lifetime Five after the Issue Date, subject to our eligibility rules and
 restrictions. However, for existing Owners of XT6 whose Annuities are subject
 to the CDSC schedule for Annuities issued prior to November 20, 2006, this
 benefit may only be elected on or after the first anniversary of the Issue
 Date.


 Currently, if you terminate the Highest Daily Lifetime Five benefit, you (a)
 will not be permitted to re-elect the benefit and (b) may be allowed to elect
 another lifetime withdrawal benefit only on any anniversary of the Issue Date
 that is at least 90 calendar days from the date the Highest Daily Lifetime
 Five Benefit was terminated. We reserve the right to further limit the
 election frequency in the future. Before making any such change to the
 election frequency, we will provide prior notice to Owners who have an
 effective Highest Daily Lifetime Five Benefit.


 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) upon your
 termination of the benefit (ii) upon your surrender of the Annuity (iii) upon
 your election to begin receiving annuity payments (iv) upon the death of the
 Annuitant (v) if both the Account Value and Total Annual Income Amount equal
 zero or (vi) if you fail to meet our requirements for issuing the benefit.

 Upon termination of Highest Daily Lifetime Five, we cease deducting the charge
 for the benefit. With regard to your investment allocations, upon termination
 we will: (i) leave intact amounts that are held in the variable investment
 options, and (ii) transfer all amounts held in the Benefit Fixed Rate Account
 (as defined below) to your variable investment options, based on your existing
 allocation instructions or (in the absence of such existing instructions) pro
 rata (i.e. in the same proportion as the current balances in your variable
 investment options). Upon termination, we may limit or prohibit investment in
 the Fixed Allocations.

 Return of Principal Guarantee

 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Account Value on that Tenth Anniversary (or the next Valuation
 Day, if that anniversary is not a Valuation Day), if the requirements set
 forth in this paragraph are met. On the Tenth Anniversary, we add:


 (a)your Account Value on the day that you elected Highest Daily Lifetime Five;
    and
 (b)the sum of each Purchase Payment you made (including any Credits with
    respect to XT6) during the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of our variable investment options and the
 Benefit Fixed Rate Account (described below), in the same proportion that each
 such investment option bears to your total Account Value, immediately prior to
 the application of the amount. Any such amount will not be considered a
 Purchase Payment when calculating your Total Protected Withdrawal Value, your
 death benefit, or the amount of any other or optional benefit that you may
 have selected, and therefore will have no direct impact on any such values at
 the time we add this amount. This potential addition to Account Value is
 available only if you have elected Highest Daily Lifetime Five and if you meet
 the conditions set forth in this paragraph. Thus, if you take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive the Return of
 Principal Guarantee.

 Asset Transfer Component of Highest Daily Lifetime Five
 As indicated above, we limit the sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime Five. For purposes of this
 benefit, we refer to those permitted sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Five, we require that you participate in our specialized asset transfer
 program, under which we may transfer Account Value between the Permitted
 Sub-accounts and a fixed interest rate account that is part of our general
 account (the "Benefit Fixed Rate Account"). We determine whether to make a
 transfer, and the amount of any transfer, under a non-discretionary formula,
 discussed below. The Benefit Fixed Rate Account is available only with this
 benefit, and thus you may not allocate Purchase Payments to the Benefit Fixed
 Rate Account. The interest rate that we pay with respect to the Benefit Fixed
 Rate Account is reduced by an amount that corresponds generally to the charge
 that we assess against your variable Sub-accounts for Highest Daily Lifetime
 Five. The Benefit Fixed Rate Account is not subject to the Investment Company
 Act of 1940 or the Securities Act of 1933.

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 Under the asset transfer component of Highest Daily Lifetime Five, we monitor
 your Account Value daily and, if necessary, systematically transfer amounts
 between the Permitted Sub-accounts you have chosen and the Benefit Fixed Rate
 Account. Any transfer would be made in accordance with a formula, which is set
 forth in the schedule supplement to the endorsement for this benefit (and also
 appears in the Appendices to this prospectus). Speaking generally, the
 formula, which we apply each Valuation Day, operates as follows. The formula
 starts by identifying your Protected Withdrawal Value for that day and then
 multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 Highest Daily Annual Income Amount. Then, using our actuarial tables, we
 produce an estimate of the total amount we would target in our allocation
 model, based on the projected Highest Daily Annual Income Amount each year for
 the rest of your life. In the formula, we refer to that value as the "Target
 Value" or "L". If you have already made a withdrawal, your projected Highest
 Daily Annual Income Amount (and thus your Target Value) would take into
 account any automatic step-up that was scheduled to occur according to the
 step-up formula described above. Next, the formula subtracts from the Target
 Value the amount held within the Benefit Fixed Rate Account on that day, and
 divides that difference by the amount held within the Permitted Sub-accounts.
 That ratio, which essentially isolates the amount of your Target Value that is
 not offset by amounts held within the Benefit Fixed Rate Account, is called
 the "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage
 (currently 83%) it means essentially that too much Target Value is not offset
 by assets within the Benefit Fixed Rate Account, and therefore we will
 transfer an amount from your Permitted Sub-accounts to the Benefit Fixed Rate
 Account. Conversely, if the Target Ratio falls below a certain percentage
 (currently 77%), then a transfer from the Benefit Fixed Rate Account to the
 Permitted Sub-accounts would occur. Note that the formula is calculated with
 reference to the Highest Daily Annual Income Amount, rather than with
 reference to the Annual Income Amount.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Account Value to the Benefit Fixed Rate
 Account, because such a reduction will tend to increase the Target Ratio.
 Moreover, certain market return scenarios involving "flat" returns over a
 period of time also could result in the transfer of money to the Benefit Fixed
 Rate Account. In deciding how much to transfer, we use another formula, which
 essentially seeks to re-balance amounts held in the Permitted Sub-accounts and
 the Benefit Fixed Rate Account so that the Target Ratio meets a target, which
 currently is equal to 80%. Once you elect Highest Daily Lifetime Five, the
 ratios we use will be fixed. For newly issued annuities that elect Highest
 Daily Lifetime Five and existing annuities that elect Highest Daily Lifetime
 Five, however, we reserve the right to change the ratios.

 While you are not notified when your Annuity reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Account Value either to or from the Benefit Fixed Rate Account. The
 formula by which the reallocation triggers operate is designed primarily to
 mitigate the financial risks that we incur in providing the guarantee under
 Highest Daily Lifetime Five.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
..   Not make any transfer; or
..   If a portion of your Account Value was previously allocated to the Benefit
    Fixed Rate Account, transfer all or a portion of those amounts to the
    Permitted Sub-accounts, based on your existing allocation instructions or
    (in the absence of such existing instructions) pro rata (i.e., in the same
    proportion as the current balances in your variable investment options).
    Amounts taken out of the Benefit Fixed Rate Account will be withdrawn for
    this purpose on a last-in, first-out basis (an amount renewed into a new
    guarantee period under the Benefit Fixed Rate Account will be deemed a new
    investment for purposes of this last-in, first-out rule); or
..   Transfer all or a portion of your Account Value in the Permitted
    Sub-accounts pro-rata to the Benefit Fixed Rate Account. The interest that
    you earn on such transferred amount will be equal to the annual rate that
    we have set for that day, and we will credit the daily equivalent of that
    annual interest until the earlier of one year from the date of the transfer
    or the date that such amount in the Benefit Fixed Rate Account is
    transferred back to the Permitted Sub-accounts.

 If a significant amount of your Account Value is systematically transferred to
 the Benefit Fixed Rate Account during periods of market declines or low
 interest rates, less of your Account Value may be available to participate in
 the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. Under the reallocation formula that we employ, it
 is possible that over time a significant portion, and under certain
 circumstances all, of your Account Value may be allocated to the Benefit Fixed
 Rate Account. Note that if your entire Account Value is transferred to the
 Benefit Fixed Rate Account, then based on the way the formula operates, that
 value would remain in the Benefit Fixed Rate Account unless you made
 additional Purchase Payments to the Permitted Sub-Accounts, which could cause
 Account Value to transfer out of the Benefit Fixed Rate Account.

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

                                      91



 addition, the amount and duration of payments under the annuity payment and
 death benefit provisions may be adjusted so that the payments do not trigger
 any penalty or excise taxes due to tax considerations such as Required Minimum
 Distribution provisions under the tax law. Please note, however, that any
 withdrawal you take prior to the Tenth Anniversary, even if withdrawn to
 satisfy required minimum distribution rules, will cause you to lose the
 ability to receive Enhanced Protected Withdrawal Value and an amount under the
 Return of Principal Guarantee.

 As indicated, withdrawals made while this Benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit
 here. However, we do note that if you participate in Highest Daily Lifetime
 Five through a non-qualified annuity, and your annuity has received Enhanced
 Protected Withdrawal Value and/or an additional amount under the Return of
 Principal Guarantee, as with all withdrawals, once all Purchase Payments are
 returned under the Annuity, all subsequent withdrawal amounts will be taxed as
 ordinary income.




 HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HD 7)/SM/

 Highest Daily Lifetime Seven is offered as an alternative to Lifetime Five,
 Spousal Lifetime Five, and Highest Daily Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Seven and subsequently terminate the benefit, you
 may have a waiting period until you can elect another lifetime withdrawal
 benefit. See "Election of and Designations under the Program" below for
 details. The income benefit under Highest Daily Lifetime Seven currently is
 based on a single "designated life" who is at least 55 years old on the date
 that the benefit is acquired. The Highest Daily Lifetime Seven Benefit is not
 available if you elect any other optional living benefit, although you may
 elect any optional death benefit other than the Highest Daily Value death
 benefit or the Plus40 Life Insurance Rider. As long as your Highest Daily
 Lifetime Seven Benefit is in effect, you must allocate your Account Value in
 accordance with the then permitted and available investment option(s) with
 this program. For a more detailed description of the permitted investment
 options, see the Investment options section of this prospectus.

 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Annual Income Amount")
 equal to a percentage of an initial principal value (the "Protected Withdrawal
 Value") regardless of the impact of market performance on the Account Value,
 subject to our program rules regarding the timing and amount of withdrawals.
 The benefit may be appropriate if you intend to make periodic withdrawals from
 your Annuity, and wish to ensure that market performance will not affect your
 ability to receive annual payments. You are not required to make withdrawals
 as part of the program - the guarantees are not lost if you withdraw less than
 the maximum allowable amount each year under the rules of the benefit. As
 discussed below, we require that you participate in our asset transfer program
 in order to participate in Highest Daily Lifetime Seven, and in Appendix J to
 this prospectus, we set forth the formula under which we make those asset
 transfers.

 As discussed below, a key component of Highest Daily Lifetime Seven is the
 Protected Withdrawal Value. Because each of the Protected Withdrawal Value and
 Annual Income Amount is determined in a way that is not solely related to
 Account Value, it is possible for the Account Value to fall to zero, even
 though the Annual Income Amount remains. You are guaranteed to be able to
 withdraw the Annual Income Amount for the rest of your life, provided that you
 have not made "excess withdrawals." Excess withdrawals, as discussed below,
 will reduce your Annual Income Amount. Thus, you could experience a scenario
 in which your Account Value was zero, and, due to your excess withdrawals,
 your Annual Income Amount also was reduced to zero. In that scenario, no
 further amount would be payable under Highest Daily Lifetime Seven.

 Key Feature - Protected Withdrawal Value
 The Protected Withdrawal Value is used to calculate the initial Annual Income
 Amount. On the effective date of the benefit , the Protected Withdrawal Value
 is equal to your Account Value. On each Valuation Day thereafter, until the
 earlier of the tenth anniversary of benefit election (the "Tenth Anniversary
 Date") or the date of the first withdrawal, the Protected Withdrawal Value is
 equal to the "Periodic Value" described in the next paragraph.

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 7% annually during
    the calendar day(s) between the Prior Valuation Day and the Current
    Valuation Day (i.e., one day for successive Valuation Days, but more than
    one calendar day for Valuation Days that are separated by weekends and/or
    holidays), plus the amount of any adjusted Purchase Payment made on the
    Current Valuation Day; and

 (2)the Account Value.


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 If you make a withdrawal prior to the Tenth Anniversary Date, the Protected
 Withdrawal Value on the date of the withdrawal is equal to the greatest of:

 (a)the Account Value; or
 (b)the Periodic Value on the date of the withdrawal.

 If you have not made a withdrawal on or before the Tenth Anniversary Date,
 your Protected Withdrawal Value subsequent to the Tenth Anniversary Date is
 equal to the greatest of:

 (1)the Account Value; or
 (2)the Periodic Value on the Tenth Anniversary Date, increased for subsequent
    adjusted Purchase Payments; or
 (3)the sum of:
       (a)200% of the Account Value on the effective date of the benefit;
       (b)200% of all adjusted Purchase Payments made within one year after the
          effective date of the benefit; and
       (c)all adjusted Purchase Payments made after one year following the
          effective date of the benefit up to the date of the first withdrawal.

 On and after the date of your first withdrawal, your Protected Withdrawal
 Value is increased by the amount of any subsequent Purchase Payments, is
 reduced by withdrawals, including your first withdrawal (as described below),
 and is increased if you qualify for a step-up (as described below).
 Irrespective of these calculations, your Protected Withdrawal Value will
 always be at least equal to your Account Value.

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

 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage depends on the age of the Annuitant on the
 date of the first withdrawal after election of the benefit. The percentages
 are: 5% for ages 74 and younger, 6% for ages 75-79, 7% for ages 80-84, and 8%
 for ages 85 and older. Under the Highest Daily Lifetime Seven benefit, if your
 cumulative withdrawals in an Annuity Year are less than or equal to the Annual
 Income Amount, they will not reduce your Annual Income Amount in subsequent
 Annuity Years, but any such withdrawals will reduce the Annual Income Amount
 on a dollar-for-dollar basis in that Annuity Year. If your cumulative
 withdrawals are in excess of the Annual Income Amount ("Excess Income"), your
 Annual Income Amount in subsequent years will be reduced (except with regard
 to required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. Withdrawals of any amount up to
 and including the Annual Income Amount will reduce the Protected Withdrawal
 Value by the amount of the withdrawal. Withdrawals of Excess Income will
 reduce the Protected Withdrawal Value by the same ratio as the reduction to
 the Annual Income Amount.

 A Purchase Payment that you make will (i) increase the then-existing Annual
 Income Amount by an amount equal to a percentage of the Purchase Payment
 (including the amount of any associated Credits) based on the age of the
 Annuitant at the time of the first withdrawal (the percentages are: 5% for
 ages 74 and younger, 6% for ages 75-79, 7% for ages 80-84, and 8% for ages 85
 and older) and (ii) increase the Protected Withdrawal Value by the amount of
 the Purchase Payment (including the amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Annual Income Amount if your
 Account Value increases subsequent to your first withdrawal. We begin
 examining the Account Value for purposes of the Highest Quarterly Step-Up
 starting with the anniversary of the Issue Date of the Annuity (the "Annuity
 Anniversary") immediately after your first withdrawal under the benefit.
 Specifically, upon the first such Annuity Anniversary, we identify the Account
 Value on the Valuation Days corresponding to the end of each quarter that
 (i) is based on your Annuity Year, rather than a calendar year; (ii) is
 subsequent to the first withdrawal; and (iii) falls within the immediately
 preceding Annuity Year. If the end of any such quarter falls on a holiday or a
 weekend, we use the next Valuation Day. Having identified each of those
 quarter-end Account Values, we then multiply each such value by a percentage
 that varies based on the age of the Annuitant on the Annuity Anniversary as of
 which the step-up would occur. The percentages are 5% for ages 74 and younger,
 6% for ages 75-79, 7% for ages 80-84, and 8% for ages 85 and older. Thus, we
 multiply each quarterly value by the applicable percentage, adjust each such
 quarterly value for subsequent withdrawals and Purchase Payments, and then
 select the highest of those values. If the highest of those values exceeds the
 existing Annual Income Amount, we replace the existing amount with the new,
 higher amount. Otherwise, we leave the existing Annual Income Amount intact.
 In later years, (i.e., after the first Annuity Anniversary after the first
 withdrawal) we determine whether an automatic step-up should occur on each
 Annuity Anniversary, by performing a similar examination of the Account Values
 on the end of the four immediately preceding quarters. At the time that we
 increase your Annual Income Amount, we also increase your Protected Withdrawal
 Value to equal the highest quarterly value upon which your step-up was based.
 If, on the date that we implement a Highest Quarterly Auto Step-Up to your
 Annual Income Amount, the charge for Highest Daily Lifetime Seven has


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 changed for new purchasers, you may be subject to the new charge at the time
 of such step-up. Prior to increasing your charge for Highest Daily Lifetime
 Seven upon a step-up, we would notify you, and give you the opportunity to
 cancel the automatic step-up feature. If you receive notice of a proposed
 step-up and accompanying fee increase, you should carefully evaluate whether
 the amount of the step-up justifies the increased fee to which you will be
 subject.

 The Highest Daily Lifetime Seven program does not affect your ability to make
 withdrawals under your Annuity, or limit your ability to request withdrawals
 that exceed the Annual Income Amount. Under Highest Daily Lifetime Seven, if
 your cumulative withdrawals in an Annuity Year are less than or equal to the
 Annual Income Amount, they will not reduce your Annual Income Amount in
 subsequent Annuity Years, but any such withdrawals will reduce the Annual
 Income Amount on a dollar-for-dollar basis in that Annuity Year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount in
 any Annuity Year, you cannot carry-over the unused portion of the Annual
 Income Amount to subsequent Annuity Years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Highest Daily
 Lifetime Seven benefit or any other fees and charges. Assume the following for
 all three examples:
   .   The Issue Date is December 1, 2007
   .   The Highest Daily Lifetime Seven benefit is elected on March 5, 2008
   .   The Annuitant was 70 years old when he/she elected the Highest Daily
       Lifetime Seven benefit.

 Dollar-for-dollar reductions
 On May 2, 2008, the Protected Withdrawal Value is $120,000, resulting in an
 Annual Income Amount of $6,000 (since the Annuitant is younger than 75 at the
 time of the 1st withdrawal, the Annual Income Amount is 5% of the Protected
 Withdrawal Value, in this case 5% of $120,000). Assuming $2,500 is withdrawn
 from the Annuity on this date, the remaining Annual Income Amount for that
 Annuity Year (up to and including December 1, 2008) is $3,500.
 This is the result of a dollar-for-dollar reduction of the Annual Income
 Amount - $6,000 less $2,500 = $3,500.

 Proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2008 and the Account Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Annual Income
 Amount for that Annuity Year to $0. The remaining withdrawal amount -
 $1,500--reduces the Annual Income Amount in future Annuity Years on a
 proportional basis based on the ratio of the excess withdrawal to the Account
 Value immediately prior to the excess withdrawal. (Note that if there were
 other withdrawals in that Annuity Year, each would result in another
 proportional reduction to the Annual Income Amount).

 Here is the calculation:




                                                              
   Account Value before withdrawal                               $110,000.00
   Less amount of "non" excess withdrawal                        $  3,500.00
   Account Value immediately before excess withdrawal of $1,500  $106,500.00
   Excess withdrawal amount                                      $  1,500.00
   Divided by Account Value immediately before excess withdrawal $106,500.00
   Ratio                                                                1.41%
   Annual Income Amount                                          $  6,000.00
   Less ratio of 1.41%                                           $     84.51
   Annual Income Amount for future Annuity Years                 $  5,915.49




 Highest Quarterly Auto Step-Up
 On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
 the appropriate percentage (based on the Annuitant's age on the Annuity
 Anniversary) of the highest quarterly value since your first withdrawal (or
 last Annuity Anniversary in subsequent years), adjusted for withdrawals and
 additional Purchase Payments, is higher than the Annual Income Amount,
 adjusted for excess withdrawals and additional Purchase Payments (plus any
 Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Annuity
 Year, the Annual Income Amount will be stepped-up if 5% (since the youngest
 Designated Life is younger than 75 on the date of the potential step-up) of
 the highest quarterly Account Value adjusted for withdrawals, is higher than
 $5,915.49. Here are the calculations for determining the quarterly values.
 Only the June 1 value is being adjusted for excess withdrawals as the
 September 1 and December 1 Valuation Days occur after the excess withdrawal on
 August 6.


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                                Highest Quarterly Value
                                    (adjusted with       Adjusted Annual Income
                                withdrawal and Purchase    Amount (5% of the
Date*             Account Value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2008       $118,000.00        $118,000.00              $5,900.00
August 6, 2008     $110,000.00        $112,885.55              $5,644.28
September 1, 2008  $112,000.00        $112,885.55              $5,644.28
December 1, 2008   $119,000.00        $119,000.00              $5,950.00




 *  In this example, the Annuity Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter - March 1,
    June 1, September 1, and December 1. In this example, we do not use the
    March 1 date as the first withdrawal took place after March 1. The Annuity
    Anniversary Date of December 1 is considered the fourth and final quarterly
    valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Annual Income Amount of $5,900.00.
    This amount is adjusted on August 6 to reflect the $5,000 withdrawal. The
    calculations for the adjustments are:
   .   The Account Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.
   .   The adjusted Annual Income Amount is carried forward to the next
       quarterly anniversary date of September 1. At this time, we compare this
       amount to 5% of the Account Value on September 1. Since the June 1
       adjusted Annual Income Amount of $5,644.28 is higher than $5,600.00 (5%
       of $112,000), we continue to carry $5,644.28 forward to the next and
       final quarterly anniversary date of December 1. The Account Value on
       December 1 is $119,000 and 5% of this amount is $5,950. Since this is
       higher than $5,644.28, the adjusted Annual Income Amount is reset to
       $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of
 $5,950.00. Since this amount is higher than the current year's Annual Income
 Amount of $5,915.49 adjusted for excess withdrawals, the Annual Income Amount
 for the next Annuity Year, starting on December 2, 2008 and continuing through
 December 1, 2009, will be stepped-up to $5,950.00.

 Benefits Under the Highest Daily Lifetime Seven Program
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount or as a result of the fee that we assess for Highest Daily Lifetime
    Seven, and amounts are still payable under Highest Daily Lifetime Seven, we
    will make an additional payment, if any, for that Annuity Year equal to the
    remaining Annual Income Amount for the Annuity Year. Thus, in that
    scenario, the remaining Annual Income Amount would be payable even though
    your Account Value was reduced to zero. In subsequent Annuity Years we make
    payments that equal the Annual Income Amount as described in this section.
    We will make payments until the death of the single designated life. To the
    extent that cumulative withdrawals in the current Annuity Year that reduced
    your Account Value to zero are more than the Annual Income Amount, the
    Highest Daily Lifetime Seven benefit terminates, and no additional payments
    are made. However, if a withdrawal in the latter scenario was taken to meet
    required minimum distribution requirements under the Annuity, then the
    benefit will not terminate, and we will continue to pay the Annual Income
    Amount in the form of a fixed annuity.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is a Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Annual Income Amount. We will
          make payments until the death of the single designated life.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments in the form of a single life fixed
    annuity with ten payments certain, by applying the greater of the annuity
    rates then currently available or the annuity rates guaranteed in your
    Annuity. The amount that will be applied to provide such Annuity payments
    will be the greater of:

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

..   If no withdrawal was ever taken, we will calculate the Annual Income Amount
    as if you made your first withdrawal on the date the annuity payments are
    to begin.
..   Please note that payments that we make under this benefit after the Annuity
    Anniversary coinciding with or next following the annuitant's 95/th/
    birthday will be treated as annuity payments.


                                      95




 Other Important Considerations
..   Withdrawals under the Highest Daily Lifetime Seven benefit are subject to
    all of the terms and conditions of the Annuity, including any CDSC.
..   Withdrawals made while the Highest Daily Lifetime Seven Benefit is in
    effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity. The Highest Daily Lifetime Seven Benefit
    does not directly affect the Account Value or surrender value, but any
    withdrawal will decrease the Account Value by the amount of the withdrawal
    (plus any applicable CDSC). If you surrender your Annuity you will receive
    the current surrender value.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Highest Daily Lifetime Seven
    benefit. The Highest Daily Lifetime Seven benefit provides a guarantee that
    if your Account Value declines due to market performance, you will be able
    to receive your Annual Income Amount in the form of periodic benefit
    payments.
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the permitted Sub-accounts.
..   You cannot allocate Purchase Payments or transfer Account Value to the AST
    Investment Grade Bond Portfolio Sub-account (see description below) if you
    elect this benefit. A summary description of the AST Investment Grade Bond
    Portfolio appears within the prospectus section entitled "What Are The
    Investment Objectives and Policies of The Portfolios?". Upon the initial
    transfer of your Account Value into the AST Investment Grade Bond
    Portfolio, we will send a prospectus for that Portfolio to you, along with
    your confirmation. In addition, you can find a copy of the AST Investment
    Grade Bond Portfolio prospectus by going to www.prudentialannuities.com.
..   Transfers to and from the elected Sub-accounts and an AST Investment Grade
    Bond Portfolio Sub-account triggered by the asset transfer component of the
    benefit will not count toward the maximum number of free transfers
    allowable under an Annuity.
..   You must allocate your Account Value in accordance with the then available
    investment option(s) that we may prescribe in order to elect and maintain
    the Highest Daily Lifetime Seven benefit. If, subsequent to your election
    of the benefit, we change our requirements for how Account Value must be
    allocated under the benefit, the new requirement will apply only to new
    elections of the benefit, and we will not compel you to re-allocate your
    Account Value in accordance with our newly adopted requirements. Subject to
    any change in requirements, transfer of Account Value and allocation of
    additional Purchase Payments may be subject to new investment limitations.
..   The fee for Highest Daily Lifetime Seven is 0.60% annually of the Protected
    Withdrawal Value. We deduct this fee at the end of each quarter, where each
    such quarter is part of a year that begins on the effective date of the
    benefit or an anniversary thereafter. Thus, on each such quarter-end (or
    the next Valuation Day, if the quarter-end is not a Valuation Day), we
    deduct 0.15% of the Protected Withdrawal Value at the end of the quarter.
    We deduct the fee pro rata from each of your Sub-accounts including the AST
    Investment Grade Bond Portfolio Sub-account. Since this fee is based on the
    Protected Withdrawal Value the fee for Highest Daily Lifetime Seven may be
    greater than it would have been, had it been based on the Account Value
    alone. If the fee to be deducted exceeds the current Account Value, we will
    reduce the Account Value to zero, and continue the benefit as described
    above.

 Election of and Designations under the Program
 For Highest Daily Lifetime Seven, there must be either a single Owner who is
 the same as the Annuitant, or if the Annuity is entity owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 55 years old.

 Any change of the Annuitant under the Annuity will result in cancellation of
 Highest Daily Lifetime Seven. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Seven, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner (b) ownership is
 transferred from a custodian to the Annuitant, or vice versa or (c) ownership
 is transferred from one entity to another entity.

 Highest Daily Lifetime Seven can be elected at the time that you purchase your
 Annuity or after the Issue Date, subject to our eligibility rules and
 restrictions.

 Currently, if you terminate the Highest Daily Lifetime Seven benefit, you
 generally will only be allowed to re-elect the benefit or elect the Spousal
 Lifetime Five Benefit, the Lifetime Five Income Benefit, the Highest Daily
 Lifetime Five benefit, or the Spousal Highest Daily Lifetime Seven Income
 Benefit on any anniversary of the Issue Date that is at least 90 calendar days
 from the date the Highest Daily Lifetime Seven Benefit was terminated. We
 reserve the right to further limit the election frequency in the future. We
 also reserve the right to waive that requirement.

 Return of Principal Guarantee
 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Account Value on that Tenth Anniversary (or the next Valuation
 Day, if that anniversary is not a Valuation Day), if the requirements set
 forth in this paragraph are met. On the Tenth Anniversary, we add:

 a) your Account Value on the day that you elected Highest Daily Lifetime
    Seven; and
 b) the sum of each Purchase Payment you made (including any Credits) during
    the one-year period after you elected the benefit.


                                      96




 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of your variable investment options (other
 than a bond Sub-account used with this benefit), in the same proportion that
 each such Sub-account bears to your total Account Value, immediately before
 the application of the amount. Any such amount will not be considered a
 Purchase Payment when calculating your Protected Withdrawal Value, your death
 benefit, or the amount of any optional benefit that you may have selected, and
 therefore will have no direct impact on any such values at the time we add
 this amount. This potential addition to Account Value is available only if you
 have elected Highest Daily Lifetime Seven and if you meet the conditions set
 forth in this paragraph. Thus, if you take a withdrawal prior to the Tenth
 Anniversary, you are not eligible to receive the Return of Principal Guarantee.

 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) upon your
 termination of the benefit (ii) upon your surrender of the Annuity (iii) upon
 your election to begin receiving annuity payments (although if you have
 elected to the Annual Income Amount in the form of Annuity payments, we will
 continue to pay the Annual Income Amount) (iv) upon the death of the Annuitant
 (v) if both the Account Value and Annual Income Amount equal zero or (vi) if
 you cease to meet our requirements for issuing the benefit (see Elections and
 Designations under the Program).

 Upon termination of Highest Daily Lifetime Seven other than upon the death of
 the Annuitant, we impose any accrued fee for the benefit (i.e., the fee for
 the pro-rated portion of the year since the fee was last assessed), and
 thereafter we cease deducting the charge for the benefit. With regard to your
 investment allocations, upon termination we will: (i) leave intact amounts
 that are held in the variable investment options, and (ii) transfer all
 amounts held in the AST Investment Grade Bond Portfolio Sub-account to your
 variable investment options, based on your existing allocation instructions or
 (in the absence of such existing instructions) pro rata (i.e. in the same
 proportion as the current balances in your variable investment options).

 Asset Transfer Component of Highest Daily Lifetime Seven
 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime Seven. For purposes of this
 benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Seven, we require that you participate in our specialized asset transfer
 program, under which we may transfer Account Value between the Permitted
 Sub-accounts and a specified bond fund within the Advanced Series Trust (the
 "AST Investment Grade Bond Sub-account"). We determine whether to make a
 transfer, and the amount of any transfer, under a non-discretionary formula,
 discussed below. The AST Investment Grade Bond Sub-account is available only
 with this benefit, and thus you may not allocate Purchase Payments to the AST
 Investment Grade Bond Sub-account. Under the asset transfer component of
 Highest Daily Lifetime Seven, we monitor your Account Value daily and, if
 dictated by the formula, systematically transfer amounts between the Permitted
 Sub-accounts you have chosen and the AST Investment Grade Bond Sub-account.
 Any transfer would be made in accordance with a formula, which is set forth in
 the Appendices to this prospectus. Speaking generally, the formula, which we
 apply each Valuation Day, operates as follows. The formula starts by
 identifying an income basis for that day and then multiplies that figure by
 5%, to produce a projected (i.e., hypothetical) income amount. Note that we
 use 5% in the formula, irrespective of the Annuitant's attained age. Then we
 produce an estimate of the total amount we would target in our allocation
 model, based on the projected income amount and factors set forth in the
 formula. In the formula, we refer to that value as the "Target Value" or "L".
 If you have already made a withdrawal, your projected income amount (and thus
 your Target Value) would take into account any automatic step-up, any
 subsequent purchase payments, and any excess withdrawals. Next, the formula
 subtracts from the Target Value the amount held within the AST Investment
 Grade Bond Sub-account on that day, and divides that difference by the amount
 held within the Permitted Sub-accounts. That ratio, which essentially isolates
 the amount of your Target Value that is not offset by amounts held within the
 AST Investment Grade Bond Sub-account, is called the "Target Ratio" or "r". If
 the Target Ratio exceeds a certain percentage (currently 83%), it means
 essentially that too much Target Value is not offset by assets within the AST
 Investment Grade Bond Sub-account, and therefore we will transfer an amount
 from your Permitted Sub-accounts to the AST Investment Grade Bond Sub-account.
 Conversely, if the Target Ratio falls below a certain percentage (currently
 77%), then a transfer from the AST Investment Grade Bond Sub-account to the
 Permitted Sub-accounts would occur.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Account Value to the AST Investment Grade
 Bond Sub-account, because such a reduction will tend to increase the Target
 Ratio. Moreover, certain market return scenarios involving "flat" returns over
 a period of time also could result in the transfer of money to the AST
 Investment Grade Bond Sub-account. In deciding how much to transfer, we use
 another formula, which essentially seeks to re-balance amounts held in the
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account so that
 the Target Ratio meets a target, which currently is equal to 80%. Once you
 elect Highest Daily Lifetime Seven, the ratios we use will be fixed. For
 newly-issued Annuities that elect Highest Daily Lifetime Seven and existing
 Annuities that elect Highest Daily Lifetime Seven, however, we reserve the
 right to change the ratios.



                                      97




 While you are not notified when your Annuity reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Account Value either to or from the AST Investment Grade Bond
 Sub-account. The formula by which the reallocation triggers operate is
 designed primarily to mitigate the financial risks that we incur in providing
 the guarantee under Highest Daily Lifetime Seven.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
   .   Not make any transfer; or
   .   If a portion of your Account Value was previously allocated to the AST
       Investment Grade Bond Sub-account, transfer all or a portion of those
       amounts to the Permitted Sub-accounts, based on your existing allocation
       instructions or (in the absence of such existing instructions) pro rata
       (i.e., in the same proportion as the current balances in your variable
       investment options). Amounts taken out of the AST Investment Grade Bond
       Sub-account will be withdrawn for this purpose on a last-in, first-out
       basis; or
   .   Transfer all or a portion of your Account Value in the Permitted
       Sub-accounts pro-rata to the AST Investment Grade Bond Sub-account.

 If a significant amount of your Account Value is systematically transferred to
 the AST Investment Grade Bond Sub-account during periods of market declines or
 low interest rates, less of your Account Value may be available to participate
 in the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. If your entire Account Value is transferred to the
 AST Investment Grade Bond Sub-account, then based on the way the formula
 operates, that value would remain in the AST Investment Grade Bond Sub-account
 unless you made additional Purchase Payments to the Permitted Sub-accounts,
 which could cause Account Value to transfer out of the AST Investment Grade
 Bond Sub-account.

 Additional Tax Considerations
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the Required Minimum Distribution
 rules under the Code provide that you begin receiving periodic amounts from
 your annuity beginning after age 70 1/2. For a Tax Sheltered Annuity or a
 401(a) plan for which the participant is not a greater than five (5) percent
 owner of the employer, this required beginning date can generally be deferred
 to retirement, if later. Roth IRAs are not subject to these rules during the
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 Annuity Year that Required Minimum Distributions due from your Annuity are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as Required Minimum Distribution provisions under the tax
 law. Please note, however, that any withdrawal you take prior to the Tenth
 Anniversary, even if withdrawn to satisfy required minimum distribution rules,
 will cause you to lose the ability to receive the Return of Principal
 Guarantee and the guaranteed amount described above under "KEY FEATURE -
 Protected Withdrawal Value".

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

 SPOUSAL HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (SHD7)/SM/

 Spousal Highest Daily Lifetime Seven is the spousal version of Highest Daily
 Lifetime Seven. Currently, if you elect Spousal Highest Daily Lifetime Seven
 and subsequently terminate the benefit, you may have a waiting period until
 you can elect another lifetime withdrawal benefit. See "Election of and
 Designations under the Program" below for details. Spousal Highest Daily
 Lifetime Seven must be elected based on two Designated Lives, as described
 below. Each Designated Life must be at least 59  1/2 years old when the
 benefit is elected. Spousal Highest Daily Lifetime Seven is not available if
 you elect any other optional living benefit or optional death benefit. As long
 as your Spousal Highest Daily Lifetime Seven Benefit is in effect, you must
 allocate your Account Value in accordance with the then permitted and
 available investment option(s) with this program. For a more detailed
 description of permitted investment options, see the Investment options
 section of this prospectus.

 We offer a benefit that guarantees until the later death of two natural
 persons who are each other's spouses at the time of election of the benefit
 and at the first death of one of them (the "Designated Lives", and each, a
 "Designated Life") the ability to withdraw an annual amount (the "Annual
 Income Amount") equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Account Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your Annuity, wish to


                                      98




 ensure that market performance will not affect your ability to receive annual
 payments, and wish either spouse to be able to continue the Spousal Highest
 Daily Lifetime Seven benefit after the death of the first spouse. You are not
 required to make withdrawals as part of the program - the guarantees are not
 lost if you withdraw less than the maximum allowable amount each year under
 the rules of the benefit. As discussed below, we require that you participate
 in our asset transfer program in order to participate in Spousal Highest Daily
 Lifetime Seven, and in Appendix J to this prospectus, we set forth the formula
 under which we make those asset transfers.

 As discussed below, a key component of Spousal Highest Daily Lifetime Seven is
 the Protected Withdrawal Value. Because each of the Protected Withdrawal Value
 and Annual Income Amount is determined in a way that is not solely related to
 Account Value, it is possible for the Account Value to fall to zero, even
 though the Annual Income Amount remains. You are guaranteed to be able to
 withdraw the Annual Income Amount until the death of the second Designated
 Life, provided that there have not been "excess withdrawals." Excess
 withdrawals, as discussed below, will reduce your Annual Income Amount. Thus,
 you could experience a scenario in which your Account Value was zero, and, due
 to your excess withdrawals, your Annual Income Amount also was reduced to
 zero. In that scenario, no further amount would be payable under Spousal
 Highest Daily Lifetime Seven.

 Key Feature - Protected Withdrawal Value
 The Protected Withdrawal Value is used to calculate the initial Annual Income
 Amount. On the effective date of the benefit , the Protected Withdrawal Value
 is equal to your Account Value. On each Valuation Day thereafter, until the
 earlier of the tenth anniversary of benefit election (the "Tenth Anniversary
 Date") or the date of the first withdrawal, the Protected Withdrawal Value is
 equal to the "Periodic Value" described in the next paragraph.

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 7% annually during
    the calendar day(s) between the Prior Valuation Day and the Current
    Valuation Day (i.e., one day for successive Valuation Days, but more than
    one calendar day for Valuation Days that are separated by weekends and/or
    holidays), plus the amount of any adjusted Purchase Payment made on the
    Current Valuation Day; and
 (2)the Account Value.

 If you make a withdrawal prior to the Tenth Anniversary Date, the Protected
 Withdrawal Value on the date of the withdrawal is equal to the greatest of:

 (1)the Account Value; or
 (2)the Periodic Value on the date of the withdrawal.

 If you have not made a withdrawal on or before the Tenth Anniversary Date,
 your Protected Withdrawal Value subsequent to the Tenth Anniversary Date is
 equal to the greatest of:

 (1)the Account Value; or
 (2)the Periodic Value on the Tenth Anniversary Date, increased for subsequent
    adjusted Purchase Payments; or
 (3)the sum of:

    (a)200% of the Account Value on the effective date of the benefit;
    (b)200% of all adjusted Purchase Payments made within one year after the
       effective date of the benefit; and
    (c)all adjusted Purchase Payments made after one year following the
       effective date of the benefit up to the date of the first withdrawal.

 On and after the date of your first withdrawal, your Protected Withdrawal
 Value is increased by the amount of any subsequent Purchase Payments, is
 reduced by withdrawals, including your first withdrawal (as described below),
 and is increased if you qualify for a step-up (as described below).
 Irrespective of these calculations, your Protected Withdrawal Value will
 always be at least equal to your Account Value.

 Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime
 Seven Benefit
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage depends on the age of the youngest Designated
 Life on the date of the first withdrawal after election of the benefit. The
 percentages are: 5% for ages 79 and younger, 6% for ages 80 to 84, 7% for ages
 85 to 89, and 8% for ages 90 and older. We use the age of the youngest
 Designated Life even if that Designated Life is no longer a participant under
 the Annuity due to death or divorce. Under the Spousal Highest Daily Lifetime
 Seven benefit, if your cumulative withdrawals in an Annuity Year are less than
 or equal to the


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 Annual Income Amount, they will not reduce your Annual Income Amount in
 subsequent Annuity Years, but any such withdrawals will reduce the Annual
 Income Amount on a dollar-for-dollar basis in that Annuity Year. If your
 cumulative withdrawals are in excess of the Annual Income Amount ("Excess
 Income"), your Annual Income Amount in subsequent years will be reduced
 (except with regard to required minimum distributions) by the result of the
 ratio of the Excess Income to the Account Value immediately prior to such
 withdrawal (see examples of this calculation below). Reductions include the
 actual amount of the withdrawal, including any CDSC that may apply.
 Withdrawals of any amount up to and including the Annual Income Amount will
 reduce the Protected Withdrawal Value by the amount of the withdrawal.
 Withdrawals of Excess Income will reduce the Protected Withdrawal Value by the
 same ratio as the reduction to the Annual Income Amount. A Purchase Payment
 that you make will (i) increase the then-existing Annual Income Amount by an
 amount equal to a percentage of the Purchase Payment (including the amount of
 any associated Credits) based on the age of the Annuitant at the time of the
 first withdrawal (the percentages are: 5% for ages 79 and younger, 6% for ages
 80-84, 7% for ages 85-89, and 8% for ages 90 and older) and (ii) increase the
 Protected Withdrawal Value by the amount of the Purchase Payment (including
 the amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Annual Income Amount if your
 Account Value increases subsequent to your first withdrawal. We begin
 examining the Account Value for purposes of the Highest Quarterly Step-Up
 starting with the anniversary of the Issue Date of the Annuity (the "Annuity
 Anniversary") immediately after your first withdrawal under the benefit.
 Specifically, upon the first such Annuity Anniversary, we identify the Account
 Value on the Valuation Days corresponding to the end of each quarter that
 (i) is based on your Annuity Year, rather than a calendar year; (ii) is
 subsequent to the first withdrawal; and (iii) falls within the immediately
 preceding Annuity Year. If the end of any such quarter falls on a holiday or a
 weekend, we use the next Valuation Day. Having identified each of those
 quarter-end Account Values, we then multiply each such value by a percentage
 that varies based on the age of the youngest Designated Life on the Annuity
 Anniversary as of which the step-up would occur. The percentages are 5% for
 ages 79 and younger, 6% for ages 80-84, 7% for ages 85-89, and 8% for ages 90
 and older. Thus, we multiply each quarterly value by the applicable
 percentage, adjust each such quarterly value for subsequent withdrawals and
 Purchase Payments, and then select the highest of those values. If the highest
 of those values exceeds the existing Annual Income Amount, we replace the
 existing amount with the new, higher amount. Otherwise, we leave the existing
 Annual Income Amount intact. In later years, (i.e., after the first Annuity
 Anniversary after the first withdrawal) we determine whether an automatic
 step-up should occur on each Annuity Anniversary, by performing a similar
 examination of the Account Values on the end of the four immediately preceding
 quarters. At the time that we increase your Annual Income Amount, we also
 increase your Protected Withdrawal Value to equal the highest quarterly value
 upon which your step-up was based. If, on the date that we implement a Highest
 Quarterly Auto Step-Up to your Annual Income Amount, the charge for Spousal
 Highest Daily Lifetime Seven has changed for new purchasers, you may be
 subject to the new charge at the time of such step-up. Prior to increasing
 your charge for Spousal Highest Daily Lifetime Seven upon a step-up, we would
 notify you, and give you the opportunity to cancel the automatic step-up
 feature. If you receive notice of a proposed step-up and accompanying fee
 increase, you should carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject.

 The Spousal Highest Daily Lifetime Seven program does not affect your ability
 to make withdrawals under your annuity, or limit your ability to request
 withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
 Lifetime Seven, if your cumulative withdrawals in an Annuity Year are less
 than or equal to the Annual Income Amount, they will not reduce your Annual
 Income Amount in subsequent Annuity Years, but any such withdrawals will
 reduce the Annual Income Amount on a dollar-for-dollar basis in that Annuity
 Year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount in
 any Annuity Year, you cannot carry-over the unused portion of the Annual
 Income Amount to subsequent Annuity Years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Spousal Highest
 Daily Lifetime Seven benefit or any other fees and charges. Assume the
 following for all three examples:
   .   The Issue Date is December 1, 2007
   .   The Spousal Highest Daily Lifetime Seven benefit is elected on March 5,
       2008.
   .   The youngest Designated Life was 70 years old when he/she elected the
       Spousal Highest Daily Lifetime Seven benefit.

 Dollar-for-dollar reductions
 On May 2, 2008, the Protected Withdrawal Value is $120,000, resulting in an
 Annual Income Amount of $6,000 (since the youngest Designated Life is younger
 than 80 at the time of the 1st withdrawal, the Annual Income Amount is 5% of
 the Protected Withdrawal Value, in this case 5% of $120,000). Assuming $2,500
 is withdrawn from the Annuity on this date, the remaining Annual Income Amount
 for that Annuity Year (up to and including December 1, 2008) is $3,500. This
 is the result of a dollar-for-dollar reduction of the Annual Income Amount -
 $6,000 less $2,500 = $3,500.


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 Proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2008 and the Account Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Annual Income
 Amount for that Annuity Year to $0. The remaining withdrawal amount - $1,500 -
 reduces the Annual Income Amount in future Annuity Years on a proportional
 basis based on the ratio of the excess withdrawal to the Account Value
 immediately prior to the excess withdrawal. (Note that if there were other
 withdrawals in that Annuity Year, each would result in another proportional
 reduction to the Annual Income Amount).

 Here is the calculation:




                                                              
   Account Value before withdrawal                               $110,000.00
   Less amount of "non" excess withdrawal                        $  3,500.00
   Account Value immediately before excess withdrawal of $1,500  $106,500.00
   Excess withdrawal amount                                      $  1,500.00
   Divided by Account Value immediately before excess withdrawal $106,500.00
   Ratio                                                                1.41%
   Annual Income Amount                                          $  6,000.00
   Less ratio of 1.41%                                           $     84.51
   Annual Income Amount for future Annuity Years                 $  5,915.49




 Highest Quarterly Auto Step-Up
 On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
 the appropriate percentage (based on the youngest Designated Life's age on the
 Annuity Anniversary) of the highest quarterly value since your first
 withdrawal (or last Annuity Anniversary in subsequent years), adjusted for
 withdrawals and additional Purchase Payments, is higher than the Annual Income
 Amount, adjusted for excess withdrawals and additional Purchase Payments (plus
 any Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Annuity
 Year, the Annual Income Amount will be stepped-up if 5% (since the youngest
 Designated Life is younger than 80 on the date of the potential step-up) of
 the highest quarterly Account Value adjusted for withdrawals, is higher than
 $5,915.49. Here are the calculations for determining the quarterly values.
 Only the June 1 value is being adjusted for excess withdrawals as the
 September 1 and December 1 Valuation Days occur after the excess withdrawal on
 August 6.





                                Highest Quarterly Value
                                    (adjusted with          Adjusted Annual
                                withdrawal and Purchase Income Amount (5% of the
Date*             Account Value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2008       $118,000.00        $118,000.00              $5,900.00
August 6, 2008     $110,000.00        $112,885.55              $5,644.28
September 1, 2008  $112,000.00        $112,885.55              $5,644.28
December 1, 2008   $119,000.00        $119,000.00              $5,950.00




 *  In this example, the Annuity Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter
    -March 1, June 1, September 1, and December 1. In this example, we do not
    use the March 1 date as the first withdrawal took place after March 1. The
    Annuity Anniversary Date of December 1 is considered the fourth and final
    quarterly valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Annual Income Amount of $5,900.00.
    This amount is adjusted on August 6 to reflect the $5,000 withdrawal. The
    calculations for the adjustments are:
   .   The Account Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Total Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.

 The adjusted Annual Income Amount is carried forward to the next quarterly
 anniversary date of September 1. At this time, we compare this amount to 5% of
 the Account Value on September 1. Since the June 1 adjusted Annual Income
 Amount of $5,644.28 is higher than $5,600.00 (5% of $112,000), we continue to
 carry $5,644.28 forward to the next and final quarterly anniversary date of
 December 1. The Account Value on December 1 is $119,000 and 5% of this amount
 is $5,950. Since this is higher than $5,644.28, the adjusted Annual Income
 Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of
 $5,950.00. Since this amount is higher than the current year's Annual Income
 Amount of $5,915.49 adjusted for excess withdrawals, the Annual Income Amount
 for the next Annuity Year, starting on December 2, 2008 and continuing through
 December 1, 2009, will be stepped-up to $5,950.00.



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 Benefits Under the Spousal Highest Daily Lifetime Seven Program
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount or as a result of the fee that we assess for Spousal Highest Daily
    Lifetime Seven, and amounts are still payable under Spousal Highest Daily
    Lifetime Seven, we will make an additional payment, if any, for that
    Annuity Year equal to the remaining Annual Income Amount for the Annuity
    Year. Thus, in that scenario, the remaining Annual Income Amount would be
    payable even though your Account Value was reduced to zero. In subsequent
    Annuity Years we make payments that equal the Annual Income Amount as
    described in this section. We will make payments until the death of the
    first of the Designated Lives to die, and will continue to make payments
    until the death of the second Designated Life as long as the Designated
    Lives were spouses at the time of the first death. To the extent that
    cumulative withdrawals in the current Annuity Year that reduced your
    Account Value to zero are more than the Annual Income Amount, the Spousal
    Highest Daily Lifetime Seven benefit terminates, and no additional payments
    will be made. However, if a withdrawal in the latter scenario was taken to
    meet required minimum distribution requirements under the Annuity, then the
    benefit will not terminate, and we will continue to pay the Annual Income
    Amount in the form of a fixed annuity.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is a Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Annual Income Amount. We will
          make payments until the first of the Designated Lives to die, and
          will continue to make payments until the death of the second
          Designated Life as long as the Designated Lives were spouses at the
          time of the first death. If, due to death of a Designated Life or
          divorce prior to annuitization, only a single Designated Life
          remains, then Annuity payments will be made as a life annuity for the
          lifetime of the Designated Life.

 We must receive your request in a form acceptable to us at our office.

 In the absence of an election when mandatory annuity payments are to begin, we
 will make annual annuity payments as a joint and survivor or single (as
 applicable) life fixed annuity with ten payments certain, by applying the
 greater of the annuity rates then currently available or the annuity rates
 guaranteed in your Annuity. The amount that will be applied to provide such
 Annuity payments will be the greater of:

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

..   If no withdrawal was ever taken, we will calculate the Annual Income Amount
    as if you made your first withdrawal on the date the annuity payments are
    to begin.
..   Please note that payments that we make under this benefit after the Annuity
    Anniversary coinciding with or next following the older of the owner or
    Annuitant's 95/th/ birthday, will be treated as annuity payments.

 Other Important Considerations
..   Withdrawals under the Spousal Highest Daily Lifetime Seven benefit are
    subject to all of the terms and conditions of the Annuity, including any
    CDSC.
..   Withdrawals made while the Spousal Highest Daily Lifetime Seven Benefit is
    in effect will be treated, for tax purposes, in the same way as any other
    withdrawals under the Annuity. The Spousal Highest Daily Lifetime Seven
    Benefit does not directly affect the Account Value or surrender value, but
    any withdrawal will decrease the Account Value by the amount of the
    withdrawal (plus any applicable CDSC). If you surrender your Annuity you
    will receive the current surrender value.
..   You can make withdrawals from your Annuity while your Account Value is
    greater than zero without purchasing the Spousal Highest Daily Lifetime
    Seven benefit. The Spousal Highest Daily Lifetime Seven benefit provides a
    guarantee that if your Account Value declines due to market performance,
    you will be able to receive your Annual Income Amount in the form of
    periodic benefit payments.
..   Upon inception of the benefit, 100% of your Account Value must be allocated
    to the permitted Sub-accounts.
..   You cannot allocate Purchase Payments or transfer Account Value to the AST
    Investment Grade Bond Portfolio Sub-account (as described below) if you
    elect this benefit. A summary description of the AST Investment Grade Bond
    Portfolio appears within the prospectus section entitled "What Are The
    Investment Objectives and Policies of The Portfolios?". Upon the initial
    transfer of your Account Value into the AST Investment Grade Bond
    Portfolio, we will send a prospectus for that Portfolio to you, along with
    your confirmation. In addition, you can find a copy of the AST Investment
    Grade Bond Portfolio prospectus by going to www.prudentialannuities.com.
..   You can make withdrawals from your Annuity without purchasing the Spousal
    Highest Daily Lifetime Seven benefit. The Spousal Highest Daily Lifetime
    Seven benefit provides a guarantee that if your Account Value declines due
    to market performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.


                                      102




..   Transfers to and from the elected Sub-accounts and the AST Investment Grade
    Bond Portfolio Sub-account triggered by the asset transfer component of the
    benefit will not count toward the maximum number of free transfers
    allowable under an Annuity.
..   You must allocate your Account Value in accordance with the then available
    investment option(s) that we may prescribe in order to elect and maintain
    the Spousal Highest Daily Lifetime Seven benefit. If, subsequent to your
    election of the benefit, we change our requirements for how Account Value
    must be allocated under the benefit, the new requirement will apply only to
    new elections of the benefit, and we will not compel you to re-allocate
    your Account Value in accordance with our newly adopted requirements.
    Subject to any change in requirements, transfers of Account Value and
    allocation of Additional Purchase Payments may be subject to new investment
    limitations.
..   The fee for Spousal Highest Daily Lifetime Seven is 0.75% annually of the
    Protected Withdrawal Value. We deduct this fee at the end of each quarter,
    where each such quarter is part of a year that begins on the effective date
    of the benefit or an anniversary thereafter. Thus, on each such quarter-end
    (or the next Valuation Day, if the quarter-end is not a Valuation Day), we
    deduct 0.1875% of the Protected Withdrawal Value at the end of the quarter.
    We deduct the fee pro rata from each of your Sub-accounts including the AST
    Investment Grade Bond Sub-account. Since this fee is based on the Protected
    Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven may be
    greater than it would have been, had it been based on the Account Value
    alone. If the fee to be deducted exceeds the current Account Value, we will
    reduce the Account Value to zero, and continue the benefit as described
    above.

 Election of and Designations under the Program
 Spousal Highest Daily Lifetime Seven can only be elected based on two
 Designated Lives. Designated Lives must be natural persons who are each
 other's spouses at the time of election of the program and at the death of the
 first of the Designated Lives to die. Currently, Spousal Highest Daily
 Lifetime Seven only may be elected where the Owner, Annuitant, and Beneficiary
 designations are as follows:

..   One Annuity Owner, where the Annuitant and the Owner are the same person
    and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
    beneficiary each must be at least 59 1/2 years old at the time of election;
    or
..   Co-Annuity Owners, where the Owners are each other's spouses. The
    beneficiary designation must be the surviving spouse, or the spouses named
    equally. One of the owners must be the Annuitant. Each Owner must each be
    at least 59 1/2 years old at the time of election; or
..   One Annuity Owner, where the Owner is a custodial account established to
    hold retirement assets for the benefit of the Annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the Annuitant is the Contingent
    Annuitant. Both the Annuitant and the Contingent Annuitant each must be at
    least 59  1/2 years old at the time of election.

 We do not permit a change of Owner under this benefit, except as follows:
 (a) if one Owner dies and the surviving spousal Owner assumes the Annuity or
 (b) if the Annuity initially is co-owned, but thereafter the Owner who is not
 the Annuitant is removed as Owner. We permit changes of beneficiary under this
 benefit. If the Designated Lives divorce, the Spousal Highest Daily Lifetime
 Seven benefit may not be divided as part of the divorce settlement or
 judgment. Nor may the divorcing spouse who retains ownership of the Annuity
 appoint a new Designated Life upon re-marriage.

 Spousal Highest Daily Lifetime Seven can be elected at the time that you
 purchase your Annuity or after the Issue Date, subject to our eligibility
 rules and restrictions.

 Currently, if you terminate the Spousal Highest Daily Lifetime Seven benefit,
 you generally will only be allowed to re-elect the benefit or to elect the
 Lifetime Five Benefit, the Spousal Lifetime Five Benefit, the Highest Daily
 Lifetime Five benefit, or the Highest Daily Lifetime Seven Benefit on any
 anniversary of the Issue Date that is at least 90 calendar days from the date
 the Spousal Highest Daily Lifetime Seven Benefit was terminated. We reserve
 the right to further limit the election frequency in the future. We also
 reserve the right to waive that requirement.

 Return of Principal Guarantee
 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Account Value on that Tenth Anniversary (or the next Valuation
 Day, if that anniversary is not a Valuation Day), if the requirements set
 forth in this paragraph are met. On the Tenth Anniversary, we add:

 a) your Account Value on the day that you elected Spousal Highest Daily
    Lifetime Seven; and
 b) the sum of each Purchase Payment you made (including any Credits) during
    the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this


                                      103




 provision will be allocated to each of your variable investment options (other
 than a bond Sub-account used with this benefit), in the same proportion that
 each such Sub-account bears to your total Account Value, immediately before
 the application of the amount. Any such amount will not be considered a
 Purchase Payment when calculating your Protected Withdrawal Value, your death
 benefit, or the amount of any optional benefit that you may have selected, and
 therefore will have no direct impact on any such values at the time we add
 this amount. This potential addition to Account Value is available only if you
 have elected Spousal Highest Daily Lifetime Seven and if you meet the
 conditions set forth in this paragraph. Thus, if you take a withdrawal prior
 to the Tenth Anniversary, you are not eligible to receive the Return of
 Principal Guarantee.

 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) if upon the death
 of the first Designated Life, the surviving Designated Life opts to take the
 death benefit under the Annuity (thus, the benefit does not terminate solely
 because of the death of the first Designated Life) (ii) upon the death of the
 second Designated Life, (iii) upon your termination of the benefit (although
 if you have elected to take annuity payments in the form of the Annual Income
 Amount, we will continue to pay the Annual Income Amount) (iv) upon your
 surrender of the Annuity (v) upon your election to begin receiving annuity
 payments (vi) if both the Account Value and Annual Income Amount equal zero or
 (vii) if you cease to meet our requirements for issuing the benefit (see
 Election of and Designations under the Program).

 Upon termination of Spousal Highest Daily Lifetime Seven other than upon death
 of a Designated Life, we impose any accrued fee for the benefit (i.e., the fee
 for the pro-rated portion of the year since the fee was last assessed), and
 thereafter we cease deducting the charge for the benefit. With regard to your
 investment allocations, upon termination we will: (i) leave intact amounts
 that are held in the variable investment options, and (ii) transfer all
 amounts held in the AST Investment Grade Bond Portfolio Sub-account (as
 defined below) to your variable investment options, based on your existing
 allocation instructions or (in the absence of such existing instructions) pro
 rata (i.e. in the same proportion as the current balances in your variable
 investment options).

 Asset Transfer Component of Spousal Highest Daily Lifetime Seven
 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Spousal Highest Daily Lifetime Seven. For purposes
 of this benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Spousal Highest Daily
 Lifetime Seven, we require that you participate in our specialized asset
 transfer program, under which we may transfer Account Value between the
 Permitted Sub-accounts and a specified bond fund within the Advanced Series
 Trust (the "AST Investment Grade Bond Sub-account"). We determine whether to
 make a transfer, and the amount of any transfer, under a non-discretionary
 formula, discussed below. The AST Investment Grade Bond Sub-account is
 available only with this benefit, and thus you may not allocate Purchase
 Payments to the AST Investment Grade Bond Sub-account. Under the asset
 transfer component of Spousal Highest Daily Lifetime Seven, we monitor your
 Account Value daily and, if dictated by the formula, systematically transfer
 amounts between the Permitted Sub-accounts you have chosen and the AST
 Investment Grade Bond Sub-account. Any transfer would be made in accordance
 with a formula, which is set forth in the Appendix J to this prospectus.
 Speaking generally, the formula, which we apply each Valuation Day, operates
 as follows. The formula starts by identifying an income basis for that day and
 then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 Highest Daily annual income amount. Note that we use 5% in the formula,
 irrespective of the youngest Designated Life's attained age. Then we produce
 an estimate of the total amount we would target in our allocation model, based
 on the projected income amount and factors set forth in the formula. In the
 formula, we refer to that value as the "Target Value" or "L". If you have
 already made a withdrawal, your projected income amount (and thus your Target
 Value) would take into account any automatic step-up, any subsequent purchase
 payments, and any excess withdrawals. Next, the formula subtracts from the
 Target Value the amount held within the AST Investment Grade Bond Sub-account
 on that day, and divides that difference by the amount held within the
 Permitted Sub-accounts. That ratio, which essentially isolates the amount of
 your Target Value that is not offset by amounts held within the AST Investment
 Grade Bond Sub-account, is called the "Target Ratio" or "r". If the Target
 Ratio exceeds a certain percentage (currently 83%), it means essentially that
 too much Target Value is not offset by assets within the AST Investment Grade
 Bond Sub-account, and therefore we will transfer an amount from your Permitted
 Sub-accounts to the AST Investment Grade Bond Sub-account. Conversely, if the
 Target Ratio falls below a certain percentage (currently 77%), then a transfer
 from the AST Investment Grade Bond Sub-account to the Permitted Sub-accounts
 would occur.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Account Value to the AST Investment Grade
 Bond Sub-account, because such a reduction will tend to increase the Target
 Ratio. Moreover, certain market return scenarios involving "flat" returns over
 a period of time also could result in the transfer of money to the AST
 Investment Grade Bond Sub-account. In deciding how much to transfer, we use
 another formula, which essentially seeks to re-balance amounts held in the
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account so that
 the Target Ratio meets a target, which currently is equal to 80%. Once you
 elect Spousal Highest Daily Lifetime Seven, the ratios we use will be fixed.
 For newly-issued Annuities that elect Spousal Highest Daily Lifetime Seven and
 existing Annuities that elect Spousal Highest Daily Lifetime Seven, however,
 we reserve the right to change the ratios.


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 While you are not notified when your Annuity reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Account Value either to or from the AST Investment Grade Bond
 Sub-account. The formula by which the reallocation triggers operate is
 designed primarily to mitigate the financial risks that we incur in providing
 the guarantee under Spousal Highest Daily Lifetime Seven.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
   .   Not make any transfer; or
   .   If a portion of your Account Value was previously allocated to the AST
       Investment Grade Bond Sub-account, transfer all or a portion of those
       amounts to the Permitted Sub-accounts, based on your existing allocation
       instructions or (in the absence of such existing instructions) pro rata
       (i.e., in the same proportion as the current balances in your variable
       investment options). Amounts taken out of the AST Investment Grade Bond
       Sub-account will be withdrawn for this purpose on a last-in, first-out
       basis; or
   .   Transfer all or a portion of your Account Value in the Permitted
       Sub-accounts pro-rata to the AST Investment Grade Bond Sub-account.

 If a significant amount of your Account Value is systematically transferred to
 the AST Investment Grade Bond Sub-account during periods of market declines or
 low interest rates, less of your Account Value may be available to participate
 in the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. If your entire Account Value is transferred to the
 AST Investment Grade Bond Sub-account, then based on the way the formula
 operates, that value would remain in the AST Investment Grade Bond Sub-account
 unless you made additional Purchase Payments to the Permitted Sub-accounts,
 which could cause Account Value to transfer out of the AST Investment Grade
 Bond Sub-account.

 Additional Tax Considerations
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the Required Minimum Distribution
 rules under the Code provide that you begin receiving periodic amounts from
 your annuity beginning after age 70 1/2. For a Tax Sheltered Annuity or a
 401(a) plan for which the participant is not a greater than five (5) percent
 owner of the employer, this required beginning date can generally be deferred
 to retirement, if later. Roth IRAs are not subject to these rules during the
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 Annuity Year that Required Minimum Distributions due from your Annuity are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as Required Minimum Distribution provisions under the tax
 law. Please note, however, that any withdrawal you take prior to the Tenth
 Anniversary, even if withdrawn to satisfy required minimum distribution rules,
 will cause you to lose the ability to receive the Return of Principal
 Guarantee and the guaranteed amount described above under "KEY FEATURE -
 Protected Withdrawal Value".

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


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                                 DEATH BENEFIT

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

 Each Annuity provides a Death Benefit during its accumulation period. If an
 Annuity is owned by one or more natural persons, the Death Benefit is payable
 upon the first death of an Owner. If an Annuity is owned by an entity, the
 Death Benefit is payable upon the Annuitant's death, if there is no Contingent
 Annuitant. Generally, if a Contingent Annuitant was designated before the
 Annuitant's death and the Annuitant dies, then the Contingent Annuitant
 becomes the Annuitant and a Death Benefit will not be paid at that time. The
 person upon whose death the Death Benefit is paid is referred to below as the
 "decedent."

 BASIC DEATH BENEFIT

 Each Annuity provides a basic Death Benefit at no additional charge. The
 Insurance Charge we deduct daily from your Account Value allocated to the
 Sub-accounts is used, in part, to pay us for the risk we assume in providing
 the basic Death Benefit guarantee under an Annuity. Each Annuity also offers
 four different optional Death Benefits that can be purchased for an additional
 charge. The additional charge is deducted to compensate Prudential Annuities
 for providing increased insurance protection under the optional Death
 Benefits. Notwithstanding the additional protection provided under the
 optional Death Benefits, the additional cost has the impact of reducing the
 net performance of the investment options. In addition, with respect to XT6,
 under certain circumstances, your Death Benefit may be reduced by the amount
 of any Credits we applied to your Purchase Payments. (See "How are Credits
 Applied to My Account Value".)

 Except as noted below for ASL II, the basic Death Benefit is the greater of:

   .   The sum of all Purchase Payments (not including any Credits) less the
       sum of all proportional withdrawals.
   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations (less the amount of any Credits applied within
       12-months prior to the date of death, with respect to XT6).


 With respect to ASL II, if death occurs after the decedent's age 85 or older:
 the Death Benefit is your Account Value.


 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments for purposes of calculating the basic Death
 Benefit.

 OPTIONAL DEATH BENEFITS
 Four optional Death Benefits are offered for purchase with your Annuity to
 provide an enhanced level of protection for your beneficiaries.


 Currently, these benefits are only offered in those jurisdictions where we
 have received regulatory approval and must be elected at the time that you
 purchase your Annuity. We may, at a later date, allow existing Annuity Owners
 to purchase an optional Death Benefit subject to our rules and any changes or
 restrictions in the benefits. Certain terms and conditions may differ between
 jurisdictions once approved and if you purchase your Annuity as part of an
 exchange, replacement or transfer, in whole or in part, from any other Annuity
 we issue. The "Combination 5% Roll-up and Highest Anniversary Value" Death
 Benefit may only be elected individually, and cannot be elected in combination
 with any other optional Death Benefit. If you elect Spousal Lifetime Five or
 Spousal Highest Daily Lifetime Seven, you are not permitted to elect an
 optional Death Benefit. With respect to XT6, under certain circumstances, each
 Optional Death Benefit that you elect may be reduced by the amount of Credits
 applied to your Purchase Payments.


 Investment Restrictions may apply if you elect certain optional death
 benefits. See the chart in the "Investment Options" section of the Prospectus
 for a list of investment options available and permitted with each benefit.

 Enhanced Beneficiary Protection Optional Death Benefit

 The Enhanced Beneficiary Protection Optional Death Benefit can provide
 additional amounts to your Beneficiary that may be used to offset federal and
 state taxes payable on any taxable gains in your Annuity at the time of your
 death. Whether this benefit is appropriate for you may depend on your
 particular circumstances, including other financial resources that may be
 available to your Beneficiary to pay taxes on your Annuity should you die
 during the accumulation period. No benefit is payable if death occurs on or
 after the Annuity Date.

 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit and certain other
 optional death benefits you may elect in conjunction with this benefit. If the
 Annuity has one Owner, the Owner must be age 75 or less at the time the
 benefit is purchased. If an Annuity has joint Owners, the oldest Owner must be
 age 75 or less. If an Annuity is owned by an entity, the Annuitant must be age
 75 or less.

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 Calculation of Enhanced Beneficiary Protection Optional Death Benefit
 If you purchase the Enhanced Beneficiary Protection Optional Death Benefit,
 the Death Benefit is calculated as follows:

 1. the basic Death Benefit described above;

    PLUS

 2. 40% of your "Growth" under an Annuity, as defined below.

 "Growth" means the sum of your Account Value in the Sub-accounts and your
 Interim Value in the Fixed Allocations, minus the total of all Purchase
 Payments (less the amount of any Credits applied within 12-months prior to the
 date of death, with respect to XT6) reduced by the sum of all proportional
 withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 100% of all Purchase Payments applied to an Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.

 The Enhanced Beneficiary Protection Optional Death Benefit is being offered in
 those jurisdictions where we have received regulatory approval. Certain terms
 and conditions may differ between jurisdictions once approved. With respect to
 XT6, APEX II and ASL II, please see Appendix E for a description of the
 Enhanced Beneficiary Protection Optional Death Benefit offered before
 November 18, 2002 in those jurisdictions where we received regulatory
 approval. Please refer to the section entitled "Tax Considerations" for a
 discussion of special tax considerations for purchasers of this benefit. The
 Enhanced Beneficiary Protection Death Benefit is not available if you elect
 the "Combination 5% Roll-up and Highest Anniversary Value" Death Benefit or
 the Spousal Lifetime Five Income Benefit.

 See Appendix B for examples of how the Enhanced Beneficiary Protection
 Optional Death Benefit is calculated.

 Highest Anniversary Value Death Benefit ("HAV")

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Anniversary Value Optional Death Benefit is purchased. If an Annuity
 has joint Owners, the oldest Owner must be age 79 or less. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less.

 Certain of the Portfolios offered as Sub-accounts under the Annuity are not
 available if you elect the Highest Anniversary Value Death Benefit. In
 addition, we reserve the right to require you to use certain asset allocation
 model(s) if you elect this death benefit.

 Calculation of Highest Anniversary Value Death Benefit
 The HAV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value on the Death Benefit Target Date plus
          the sum of all Purchase Payments (including any Credits applied to
          such Purchase Payments more than twelve (12) months prior to date of
          death in the case of XT6) less the sum of all proportional
          withdrawals since the Death Benefit Target Date.

       The amount determined by this calculation is increased by any Purchase
       Payments received after the Owner's date of death and decreased by any
       proportional withdrawals since such date.

       The Highest Anniversary Value Death Benefit described above is currently
       being offered in those jurisdictions where we have received regulatory
       approval. Certain terms and conditions may differ between jurisdictions
       once

                                      107




       approved. The Highest Anniversary Value Death Benefit is not available
       if you elect the "Combination 5% Roll-up and Highest Anniversary Value"
       or the "Highest Daily Value" Death Benefit. It is also not available
       with Spousal Lifetime Five or Spousal Highest Daily Lifetime Seven. With
       respect to XT6, APEX II and ASL II, please see Appendix E for a
       description of the Guaranteed Minimum Death Benefit offered before
       November 18, 2002 in those jurisdictions where we received regulatory
       approval.


 Please refer to the definition of Death Benefit Target Date below. This death
 benefit may not be an appropriate feature where the Owner's age is near the
 age specified in the Death Benefit Target Date. This is because the benefit
 may not have the same potential for growth as it otherwise would, since there
 will be fewer contract anniversaries before the death benefit target date is
 reached. The death benefit target date under this death benefit is earlier
 than the death benefit target date under the Combination 5% Roll-up and
 Highest Anniversary Value Death Benefit for Owners who are age 76 or older
 when an Annuity is issued, which may result in a lower value on the death
 benefit, since there will be fewer contract anniversaries before the death
 benefit target date is reached.

 See Appendix B for examples of how the Highest Anniversary Value Death Benefit
 is calculated.

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

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Combination 5% Roll-up and HAV Optional Death Benefit is purchased. If an
 Annuity has joint Owners, the oldest Owner must be age 79 or less. If the
 Annuity is owned by an entity, the Annuitant must be age 79 or less.

 Certain of the Portfolios offered as Sub-accounts under an Annuity are not
 available if you elect the Combination 5% Roll-up and HAV Death Benefit. If
 you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s). In addition, we reserve the
 right to require you to use certain asset allocation model(s) if you elect
 this Death Benefit.

 Calculation of the Combination 5% Roll-up and Highest Anniversary Value Death
 Benefit
 The Combination 5% Roll-up and HAV Death Benefit equals the greatest of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value Death Benefit described above; and
       3. 5% Roll-up described below.

       The calculation of the 5% Roll-up depends on whether death occurs before
       or after the Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date the 5% Roll up is
       equal to:

       .   all Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of XT6) increasing at an annual effective interest
           rate of 5% starting on the date that each Purchase Payment is made
           and ending on the Owner's date of death;

 MINUS

       .   the sum of all withdrawals, dollar for dollar up to 5% of the Death
           Benefit's value as of the prior contract anniversary (or Issue Date
           if the withdrawal is in the first contract year). Any withdrawals in
           excess of the 5% dollar for dollar limit are proportional.

       If the Owner dies on or after the Death Benefit Target Date the 5%
       Roll-up is equal to:

       .   the 5% Roll-up value as of the Death Benefit Target Date increased
           by total Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of XT6) made after the Death Benefit Target Date;

 MINUS

       .   the sum of all withdrawals which reduce the 5% Roll-up
           proportionally.

 In the case of XT6, as indicated, the amounts calculated in Items 1, 2 and 3
 above (before, on or after the Death Benefit Target Date) may be reduced by
 any Credits under certain circumstances. Please refer to the definitions of
 Death Benefit Target Date below. This Death Benefit may not be an appropriate
 feature where the Owner's age is near the age specified

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 in the Death Benefit Target Date. This is because the benefit may not have the
 same potential for growth as it otherwise would, since there will be fewer
 Annuity anniversaries before the Death Benefit Target Date is reached.


 The "Combination 5% Roll-up and Highest Anniversary Value" Death Benefit
 described above is currently being offered in those jurisdictions where we
 have received regulatory approval. Certain terms and conditions may differ
 between jurisdictions once approved. The "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is not available if you elect any other
 optional Death Benefit or elect Spousal Lifetime Five or Spousal Highest Daily
 Lifetime Seven. In the case of XT6, APEX II and ASL II, please see Appendix E
 for a description of the Guaranteed Minimum Death Benefit offered before
 November 18, 2002 in those jurisdictions where we received regulatory approval.


 See Appendix B for examples of how the "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is calculated.

 Key Terms Used with the Highest Anniversary Value Death Benefit and the
 Combination 5% Roll-up and Highest Anniversary Value Death Benefit:
   .   The Death Benefit Target Date for the Highest Anniversary Value Death
       Benefit is the contract anniversary on or after the 80/th/ birthday of
       the current Owner, the oldest of either joint Owner or the Annuitant, if
       entity owned.

   .   The Death Benefit Target Date for the Combination 5% Roll-up and HAV
       Death Benefit is the later of the contract anniversary on or after the
       80/th/ birthday of the current Owner, the oldest of either joint Owner
       or the Annuitant, if entity owned, or five years after the Issue Date of
       an Annuity.

   .   The Highest Anniversary Value equals the highest of all previous
       "Anniversary Values" less proportional withdrawals since such
       anniversary and plus any Purchase Payments (including any Credits
       applied to such Purchase Payments more than twelve (12) months prior to
       the date of death in the case of XT6) since such anniversary.

   .   The Anniversary Value is the Account Value as of each anniversary of the
       Issue Date of an Annuity. The Anniversary Value on the Issue Date is
       equal to your Purchase Payment. (including any Credits applied to such
       Purchase Payments more than twelve (12) months prior to the date of
       death in the case of XT6)

   .   Proportional withdrawals are determined by calculating the percentage of
       your Account Value that each prior withdrawal represented when
       withdrawn. Proportional withdrawals result in a reduction to the Highest
       Anniversary Value or 5% Roll-up value by reducing such value in the same
       proportion as the Account Value was reduced by the withdrawal as of the
       date the withdrawal occurred. For example, if your Highest Anniversary
       Value or 5% Roll-up value is $125,000 and you subsequently withdraw
       $10,000 at a time when your Account Value is equal to $100,000 (a 10%
       reduction), when calculating the optional Death Benefit we will reduce
       your Highest Anniversary Value ($ 125,000) by 10% or $12,500.

 Highest Daily Value Death Benefit ("HDV")

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Daily Value Death Benefit is elected. If an Annuity has joint Owners,
 the older Owner must be age 79 or less. If there are joint Owners, death of
 the Owner refers to the first to die of the joint Owners. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less and death of the
 Owner refers to the death of the Annuitant.

 If you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s) with this benefit. If,
 subsequent to your election of the benefit, we change our requirements for how
 Account Value must be allocated under the benefit, the new requirement will
 apply only to new elections of the benefit, and we will not compel you to
 re-allocate your Account Value in accordance with our newly-adopted
 requirements. Subsequent to any change in requirements, transfers of Account
 Value and allocation of additional Purchase Payments may be subject to the new
 investment limitations.

       The HDV Death Benefit depends on whether death occurs before or after
       the Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above (including any Credits
          applied to such Purchase Payments more than twelve (12) months prior
          to the date of death in the case of XT6); and
       2. the HDV as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the HDV on the Death Benefit Target Date plus the sum of all Purchase
          Payments (including any Credits applied to such Purchase Payments
          more than twelve (12) months prior to the date of death in the case
          of XT6) less the sum of all proportional withdrawals since the Death
          Benefit Target Date.

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 The amount determined by this calculation is increased by any Purchase
 Payments received after the Owner's date of death and decreased by any
 proportional withdrawals since such date.


 The Highest Daily Value Death Benefit described above is currently being
 offered in those jurisdictions where we have received regulatory approval.
 Certain terms and conditions may differ between jurisdictions once approved.
 The Highest Daily Value Death Benefit is not available if you elect the
 Guaranteed Return Option, Guaranteed Return Option Plus, Guaranteed Return
 Option Plus 2008, Highest Daily GRO, Spousal Lifetime Five, Highest Daily
 Lifetime Five, Highest Daily Lifetime Seven, Spousal Highest Daily Lifetime
 Seven, the "Combination 5% Roll-up and Highest Anniversary Value" Death
 Benefit, or the Highest Anniversary Value Death Benefit.


 Key Terms Used with the Highest Daily Value Death Benefit:

   .   The Death Benefit Target Date for the Highest Daily Value Death Benefit
       is the later of an Annuity anniversary on or after the 80/th/ birthday
       of the current Owner, or the older of either the joint Owner or the
       Annuitant, if entity owned, or five years after the Issue Date of an
       Annuity.
   .   The Highest Daily Value equals the highest of all previous "Daily
       Values" less proportional withdrawals since such date and plus any
       Purchase Payments (plus associated Credits in the case of XT6) since
       such date.
   .   The Daily Value is the Account Value as of the end of each Valuation
       Day. The Daily Value on the Issue Date is equal to your Purchase Payment
       (plus associated Credits applied more than twelve (12) months prior to
       the date of death in the case of XT6).
   .   Proportional withdrawals are determined by calculating the percentage of
       your Account Value that each prior withdrawal represented when
       withdrawn. Proportional withdrawals result in a reduction to the Highest
       Daily Value by reducing such value in the same proportion as the Account
       Value was reduced by the withdrawal as of the date the withdrawal
       occurred. For example, if your Highest Daily Value is $125,000 and you
       subsequently withdraw $10,000 at a time when your Account Value is equal
       to $100,000 (a 10% reduction), when calculating the optional Death
       Benefit we will reduce your Highest Daily Value ($125,000) by 10% or
       $12,500.

 Please see Appendix B to this prospectus for a hypothetical example of how the
 HDV Death Benefit is calculated.

 Annuities with Joint Owners
 For Annuities with Joint Owners, the Death Benefits are calculated as shown
 above except that the age of the oldest of the joint Owners is used to
 determine the Death Benefit Target Date. NOTE: If you and your spouse own your
 Annuity jointly, we will pay the Death Benefit to the Beneficiary. If the sole
 primary Beneficiary is the surviving spouse, then the surviving spouse can
 elect to assume ownership of your Annuity and continue the Annuity instead of
 receiving the Death Benefit.

 Annuities Owned by Entities
 For Annuities owned by an entity, the Death Benefits are calculated as shown
 above except that the age of the Annuitant is used to determine the Death
 Benefit Target Date. Payment of the Death Benefit is based on the death of the
 Annuitant (or Contingent Annuitant, if applicable).

 Can I terminate the optional Death Benefits? Do the optional Death Benefits
 terminate under other circumstances?
 You can terminate the Enhanced Beneficiary Protection Death Benefit and the
 Highest Anniversary Value Death Benefit at any time. The "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit may not be terminated
 once elected. The optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What are the charges for the optional Death Benefits?

 We deduct a charge equal to 0.25% per year of the average daily net assets of
 the Sub-accounts for each of the Highest Anniversary Value Death Benefit and
 the Enhanced Beneficiary Protection Death Benefit and 0.50% per year of the
 average daily net assets of the Sub-accounts for each of the "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit. We deduct the charge
 for each of these benefits to compensate Prudential Annuities for providing
 increased insurance protection under the optional Death Benefits. The
 additional annual charge is deducted daily against your Account Value
 allocated to the Sub-accounts.


 Please refer to the section entitled "Tax Considerations" for additional
 considerations in relation to the optional Death Benefit.


 PRUDENTIAL ANNUITIES' ANNUITY REWARDS


 What is the Annuity Rewards Benefit in ASAP III, APEX II and XT6?
 The Annuity Rewards Benefit offers Owners the ability to capture any market
 gains since the Issue Date of their Annuity as an enhancement to their current
 Death Benefit so their Beneficiaries will not receive less than an Annuity's
 value as of the effective

                                      110




 date of the benefit. Under the Annuity Rewards Benefit, Prudential Annuities
 guarantees that the Death Benefit will not be less than:


       .   your Account Value in the Sub-accounts plus the Interim Value in any
           Fixed Allocations as of the effective date of the benefit

       .   MINUS any proportional withdrawals following the effective date of
           the benefit

       .   PLUS any additional Purchase Payments applied to your Annuity
           following the effective date of the benefit.

 The Annuity Rewards Death Benefit enhancement does not affect the calculation
 of the basic Death Benefit or any Optional Death Benefits available under an
 Annuity. If the Death Benefit amount payable under your Annuity's basic Death
 Benefit or any Optional Death Benefits you purchase is greater than the
 enhanced Death Benefit under the Annuity Rewards Benefit on the date the Death
 Benefit is calculated, your Beneficiary will receive the higher amount.

 Annuity Rewards is not available under ASL II.

 Who is eligible for the Annuity Rewards benefit?
 Owners can elect the Annuity Rewards Death Benefit enhancement when there is
 no longer a CDSC associated with your Annuity. However, the Account Value on
 the date that the Annuity Rewards benefit is effective, must be greater than
 the amount that would be payable to the Beneficiary under the Death Benefit
 (including any amounts payable under any Optional Death Benefit then in
 effect). The effective date must occur before annuity payments begin. There
 can only be one effective date for the Annuity Rewards Death Benefit
 enhancement. There is no additional charge for electing the Annuity Rewards
 Death Benefit enhancement.

 PAYMENT OF DEATH BENEFITS

 Alternative Death Benefit Payment Options - Annuities owned by Individuals
 (not associated with Tax-Favored Plans)
 Except in the case of a spousal assumption as described below, upon your
 death, certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the Annuity Date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the Annuity Date, the Death Benefit must be
 distributed:
   .   within five (5) years of the date of death; or
   .   as a series of payments not extending beyond the life expectancy of the
       Beneficiary or over the life of the Beneficiary. Payments under this
       option must begin within one year of the date of death.

 Unless you have made an election prior to Death Benefit proceeds becoming due,
 a Beneficiary can elect to receive the Death Benefit proceeds under the
 Beneficiary Continuation Option as described below in the section entitled
 "Beneficiary Continuation Option," as a series of annuity payments.

 Upon our receipt of proof of death, we will send to the beneficiary materials
 that list these payment options.

 Alternative Death Benefit Payment Options - Annuities Held by Tax-Favored Plans
 The Code provides for alternative death benefit payment options when an
 Annuity is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated Beneficiary may generally elect to
 continue the Annuity and receive Required Minimum Distributions under the
 Annuity instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the Beneficiary is your surviving
 spouse.

   .   If you die after a designated beneficiary has been named, the death
       benefit must be distributed by December 31/st/ of the year including the
       five year anniversary of the date of death, or as periodic payments not
       extending beyond the life expectancy of the designated beneficiary
       (provided such payments begin by December 31/st/ of the year following
       the year of death). However, if your surviving spouse is the
       beneficiary, the death benefit can be paid out over the life expectancy
       of your spouse with such payments beginning no later than
       December 31/st/ of the year following the year of death or
       December 31/st/ of the year in which you would have reached age 70 1/2,
       which ever is later. Additionally, if the contract is payable to (or for
       the benefit of) your surviving spouse, that portion of the contract may
       be continued with your spouse as the owner.

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   .   If you die before a designated beneficiary is named and before the date
       required minimum distributions must begin under the Code, the death
       benefit must be paid out within five years from the date of death. For
       contracts where multiple beneficiaries have been named and at least one
       of the beneficiaries does not qualify as a designated beneficiary and
       the account has not been divided into separate accounts by
       December 31/st/ of the year following the year of death, such contract
       is deemed to have no designated beneficiary.
   .   If you die before a designated beneficiary is named and after the date
       required minimum distributions must begin under the Code, the death
       benefit must be paid out at least as rapidly as under the method then in
       effect. For contracts where multiple beneficiaries have been named and
       at least one of the beneficiaries does not qualify as a designated
       beneficiary and the account has not been divided into separate accounts
       by December 31/st/ of the year following the year of death, such
       contract is deemed to have no designated beneficiary.

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

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

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

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

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

 Under the Beneficiary Continuation Option:
   .   The Owner's Annuity will be continued in the Owner's name, for the
       benefit of the beneficiary.
   .   Beginning on the date we receive an election by the beneficiary to take
       the death benefit in a form other than a lump sum, the beneficiary will
       incur a Settlement Service Charge which is an annual charge assessed on
       a daily basis against the average assets allocated to the Sub-accounts.
       For non-qualified Annuities the charge is 1.00% per year, and for
       qualified Annuities the charge is 1.40% per year.
   .   Beginning on the date we receive an election by the beneficiary to take
       the death benefit in a form other than a lump sum, the beneficiary will
       incur an annual maintenance fee equal to the lesser of $30 or 2% of
       Account Value. For non-qualified annuities, the fee will only apply if
       the Account Value is less than $25,000 at the time the fee is assessed.
       The fee will not apply if it is assessed 30 days prior to a surrender
       request.
   .   The initial Account Value will be equal to any death benefit (including
       any optional death benefit) that would have been payable to the
       beneficiary if the beneficiary had taken a lump sum distribution.
   .   The available Sub-accounts will be among those available to the Owner at
       the time of death, however certain Sub-Accounts may not be available.
   .   The beneficiary may request transfers among Sub-accounts, subject to the
       same limitations and restrictions that applied to the Owner. Transfers
       in excess of 20 per year will incur a $10 transfer fee.
   .   No Fixed Allocations or fixed interest rate options will be offered for
       the non-qualified Beneficiary Continuation Options. However, for
       qualified Annuities, the Fixed Allocations will be those offered at the
       time the Beneficiary Continuation Option is elected.
   .   No additional Purchase Payments can be applied to the Annuity.
   .   The basic death benefit and any optional benefits elected by the Owner
       will no longer apply to the beneficiary.
   .   The beneficiary can request a withdrawal of all or a portion of the
       Account Value at any time, unless the Beneficiary Continuation Option
       was the payout predetermined by the Owner and the Owner restricted the
       beneficiary's withdrawal rights.
   .   Withdrawals are not subject to CDSC.
   .   Upon the death of the beneficiary, any remaining Account Value will be
       paid in a lump sum to the person(s) named by the beneficiary
       (successor), unless the successor chooses to continue receiving payments.

 Currently only Investment Options corresponding to Portfolios of the Advanced
 Series Trust and the ProFund VP are available under the Beneficiary
 Continuation Option.

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 In addition to the materials referenced above, the Beneficiary will be
 provided with a prospectus and a settlement agreement describing the
 Beneficiary Continuation Option. We may pay compensation to the broker-dealer
 of record on the Annuity based on amounts held in the Beneficiary Continuation
 Option. Please contact us for additional information on the availability,
 restrictions and limitations that will apply to a beneficiary under the
 Beneficiary Continuation Option.

 Spousal Assumption of Annuity
 You may name your spouse as your Beneficiary. If you and your spouse own your
 Annuity jointly, we assume that the sole primary Beneficiary will be the
 surviving spouse unless you elect an alternative Beneficiary Designation.
 Unless you elect an alternative Beneficiary Designation, the spouse
 Beneficiary may elect to assume ownership of the Annuity instead of taking the
 Death Benefit payment. Any Death Benefit (including any optional Death
 Benefits) that would have been payable to the Beneficiary will become the new
 Account Value as of the date we receive due proof of death and any required
 proof of a spousal relationship. As of the date the assumption is effective,
 the surviving spouse will have all the rights and benefits that would be
 available under the Annuity to a new purchaser of the same attained age. For
 purposes of determining any future Death Benefit for the surviving spouse, the
 new Account Value will be considered as the initial Purchase Payment. No CDSC
 will apply to the new Account Value. However, any additional Purchase Payments
 applied after the date the assumption is effective will be subject to all
 provisions of the Annuity, including any CDSC that may apply to the additional
 Purchase Payments.

 See the section entitled "Managing Your Annuity" - "Spousal Designations" and
 "Contingent Annuitant" for a discussion of the treatment of a spousal
 Contingent Annuitant in the case of the death of the Annuitant in an Annuity
 owned by a Custodial Account.

 Are there any exceptions to these rules for paying the Death Benefit?
 Yes, there are exceptions that apply no matter how your Death Benefit is
 calculated. There are exceptions to the Death Benefit if the decedent was not
 the Owner or Annuitant as of the Issue Date (or within 60 days thereafter) and
 did not become the Owner or Annuitant due to the prior Owner's or Annuitant's
 death. Any Death Benefit (including any optional Death Benefit) that applies
 will be suspended for a two-year period from the date he or she first became
 Owner or Annuitant. After the two-year suspension period is completed, the
 Death Benefit is the same as if this person had been an Owner or Annuitant on
 the Issue Date.

 When do you determine the Death Benefit?
 We determine the amount of the Death Benefit as of the date we receive "due
 proof of death" (and in certain limited circumstances as of the date of
 death), any instructions we require to determine the method of payment and any
 other written representations we require to determine the proper payment of
 the Death Benefit to all Beneficiaries. "Due proof of death" may include a
 certified copy of a death certificate, a certified copy of a decree of a court
 of competent jurisdiction as to the finding of death or other satisfactory
 proof of death. Upon our receipt of "due proof of death" we automatically
 transfer the Death Benefit to the AST Money Market Sub-account until we
 further determine the universe of eligible Beneficiaries. Once the universe of
 eligible Beneficiaries has been determined each eligible Beneficiary may
 allocate his or her eligible share of the Death Benefit to an eligible annuity
 payment option.

 Each Beneficiary must make an election as to the method they wish to receive
 their portion of the Death Benefit. Absent an election of a Death Benefit
 payment method, no Death Benefit can be paid to the Beneficiary. We may
 require written acknowledgment of all named Beneficiaries before we can pay
 the Death Benefit. During the period from the date of death until we receive
 all required paper work, the amount of the Death Benefit may be subject to
 market fluctuations.

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                            VALUING YOUR INVESTMENT

 HOW IS MY ACCOUNT VALUE DETERMINED?
 During the accumulation period, your Annuity has an Account Value. The Account
 Value is determined separately for each Sub-account allocation and for each
 Fixed Allocation. The Account Value is the sum of the values of each
 Sub-account allocation and the value of each Fixed Allocation. For Annuities
 with a Highest Daily Lifetime Five election, Account Value also includes the
 value of any allocation to the Benefit Fixed Rate Account. See the "Living
 Benefit Programs - Highest Daily Lifetime Five" section of the Prospectus for
 a description of the Benefit Fixed Rate Account. The Account Value does not
 reflect any CDSC that may apply to a withdrawal or surrender. With respect to
 ASAP III and APEX II, the Account Value includes any Loyalty Credit we apply.
 With respect to XT6, the Account Value includes any Credits we applied to your
 Purchase Payments which we are entitled to take back under certain
 circumstances. When determining the Account Value on a day more than 30 days
 prior to a Fixed Allocation's Maturity Date, the Account Value may include any
 Market Value Adjustment that would apply to a Fixed Allocation (if withdrawn
 or transferred) on that day.

 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
 The Surrender Value of your Annuity is the value available to you on any day
 during the accumulation period. The Surrender Value is defined under "Glossary
 of Terms" above.

 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
 When you allocate Account Value to a Sub-account, you are purchasing units of
 the Sub-account. Each Sub-account invests exclusively in shares of an
 underlying Portfolio. The value of the Units fluctuates with the market
 fluctuations of the Portfolios. The value of the Units also reflects the daily
 accrual for the Insurance Charge, the Distribution Charge (if applicable), and
 if you elected one or more optional benefits whose annual charge is deducted
 daily, the additional charge made for such benefits. There may be several
 different Unit Prices for each Sub-account to reflect the Insurance Charge,
 any Distribution Charge and the charges for any optional benefits. The Unit
 Price for the Units you purchase will be based on the total charges for the
 benefits that apply to your Annuity. See the section entitled "What Happens to
 My Units When There is a Change in Daily Asset-Based Charges?" for a detailed
 discussion of how Units are purchased and redeemed to reflect changes in the
 daily charges that apply to your Annuity.

 Each Valuation Day, we determine the price for a Unit of each Sub-account,
 called the "Unit Price." The Unit Price is used for determining the value of
 transactions involving Units of the Sub-accounts. We determine the number of
 Units involved in any transaction by dividing the dollar value of the
 transaction by the Unit Price of the Sub-account as of the Valuation Day.

 Example
 Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
 allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
 Sub-account. Assume that later, you wish to transfer $3,000 of your Account
 Value out of that Sub-account and into another Sub-account. On the Valuation
 Day you request the transfer, the Unit Price of the original Sub-account has
 increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
 transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
 158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
 Price of $17.83. You would then have 168.255 Units of the new Sub-account.

 HOW DO YOU VALUE FIXED ALLOCATIONS?
 During the Guarantee Period, we use the concept of an Interim Value. The
 Interim Value can be calculated on any day and is equal to the initial value
 allocated to a Fixed Allocation plus all interest credited to a Fixed
 Allocation as of the date calculated. The Interim Value does not include the
 impact of any Market Value Adjustment. If you made any transfers or
 withdrawals from a Fixed Allocation, the Interim Value will reflect the
 withdrawal of those amounts and any interest credited to those amounts before
 they were withdrawn. To determine the Account Value of a Fixed Allocation on
 any day more than 30 days prior to its Maturity Date, we multiply the Account
 Value of the Fixed Allocation times the Market Value Adjustment factor.

 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?

 Prudential Annuities is generally open to process financial transactions on
 those days that the New York Stock Exchange (NYSE) is open for trading. There
 may be circumstances where the NYSE does not open on a regularly scheduled
 date or time or closes at an earlier time than scheduled (normally 4:00 p.m.
 EST). Generally, financial transactions requested before the close of the NYSE
 which meet our requirements will be processed according to the value next
 determined following the close of business. Financial transactions requested
 on a non-Valuation Day or after the close of the NYSE will be processed based
 on the value next computed on the next Valuation Day. There may be
 circumstances when the opening or closing time of the NYSE is different than
 other major stock exchanges, such as NASDAQ or the American Stock Exchange.
 Under such circumstances, the closing time of the NYSE will be used when
 valuing and processing transactions.


 There may be circumstances where the NYSE is open, however, due to inclement
 weather, natural disaster or other circumstances beyond our control, our
 offices may be closed or our business processing capabilities may be
 restricted. Under those circumstances, your Account Value may fluctuate based
 on changes in the Unit Values, but you may not be able to transfer Account
 Value, or make a purchase or redemption request.


 We have arrangements with certain selling firms, under which receipt by the
 firm in good order prior to our cut-off time on a given Valuation Day is
 treated as receipt by us on that Valuation Day for pricing purposes.
 Currently, we have such an arrangement with Citigroup Global Markets, Inc.


                                      114



 The NYSE is closed on the following nationally recognized holidays: New Year's
 Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial
 Day, Independence Day, Labor Day, Thanksgiving, and Christmas. On those dates,
 we will not process any financial transactions involving purchase or
 redemption orders.


 Prudential Annuities will also not process financial transactions involving
 purchase or redemption orders or transfers on any day that:

..   trading on the NYSE is restricted;
..   an emergency exists making redemption or valuation of securities held in
    the separate account impractical; or
..   the SEC, by order, permits the suspension or postponement for the
    protection of security holders.

 Initial Purchase Payments: We are required to allocate your initial Purchase
 Payment to the Sub-accounts within two (2) Valuation Days after we receive all
 of our requirements at our office to issue an Annuity. If we do not have all
 the required information to allow us to issue your Annuity, we may retain the
 Purchase Payment while we try to reach you or your representative to obtain
 all of our requirements. If we are unable to obtain all of our required
 information within five (5) Valuation Days, we are required to return the
 Purchase Payment to you at that time, unless you specifically consent to our
 retaining the Purchase Payment while we gather the required information. Once
 we obtain the required information, we will invest the Purchase Payment (and
 any associated Credits with respect to XT6) and issue an Annuity within two
 (2) Valuation Days. With respect to both your initial Purchase Payment and any
 subsequent Purchase Payment that is pending investment in our separate
 account, we may hold the amount temporarily in our general account and may
 earn interest on such amount. You will not be credited with interest during
 that period.

 Additional Purchase Payments: We will apply any additional Purchase Payments
 (and any associated Credit with respect to XT6) on the Valuation Day that we
 receive the Purchase Payment at our office with satisfactory allocation
 instructions.

 Scheduled Transactions: Scheduled transactions include transfers made in
 connection with dollar cost averaging, the asset allocation program,
 auto-rebalancing, systematic withdrawals, systematic investments, required
 minimum distributions, substantially equal periodic payments under
 Section 72(t) of the Code, or annuity payments. Scheduled transactions are
 processed and valued as of the date they are scheduled, unless the scheduled
 day is not a Valuation Day. In that case, the transaction will be processed
 and valued on the next Valuation Day, unless (with respect to required minimum
 distributions, substantially equal periodic payments under Section 72(t) of
 the Code, systematic withdrawals and annuity payments only), the next
 Valuation Day falls in the subsequent calendar year, in which case the
 transaction will be processed and valued on the prior Valuation Day.

 Unscheduled Transactions: "Unscheduled" transactions include any other
 non-scheduled transfers and requests for Partial Withdrawals or Free
 Withdrawals or Surrenders. Unscheduled transactions are processed and valued
 as of the Valuation Day we receive the request at our Office and have all of
 the required information.

 Medically-related Surrenders & Death Benefits: Medically-related surrender
 requests and Death Benefit claims require our review and evaluation before
 processing. We price such transactions as of the date we receive at our Office
 all supporting documentation we require for such transactions and that are
 satisfactory to us.


 Transactions in ProFunds VP Sub-accounts: Generally, purchase or redemption
 orders or transfer requests must be received by us by no later than the close
 of the NYSE to be processed on the current Valuation Day. However, any
 transfer request involving the ProFunds VP Sub-accounts must be received by us
 no later than one hour prior to any announced closing of the applicable
 securities exchange (generally, 3:00 p.m. Eastern time) to be processed on the
 current Valuation Day. The "cut-off" time for such financial transactions
 involving a ProFunds VP Sub-account will be extended to  1/2 hour prior to any
 announced closing (generally, 3:30 p.m. Eastern time) for transactions
 submitted electronically through Prudential Annuities' Internet website
 (www. prudentialannuities.com). You cannot request a transaction involving the
 transfer of units in one of the ProFunds VP Sub-accounts between the
 applicable "cut-off" time and 4:00 p.m.


 Transactions received after 4:00 p.m. will be treated as received by us on the
 next Valuation Day.

 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?
 Distribution Charge Applicable to ASAP III and XT6: At the end of the Period
 during which the Distribution Charge applies, your Annuity will become subject
 to a different daily asset-based charge. We will process a transaction where
 your Account Value allocated to the Sub-accounts will be used to purchase new
 Units of the Sub-accounts that reflect the Insurance Charge (and the charge
 for any optional benefits you have elected) but not the Distribution Charge.
 The number of Units attributed to your Annuity will be decreased and the Unit
 Price of each unit of the Sub-accounts in which you invested will be
 increased. The adjustment in the number of Units and Unit Price will not
 affect your Account Value. Beginning on that date, your Account Value will be
 determined based on the change in the value of Units that reflect the
 Insurance Charge and any other optional benefits that you have elected.

                                      115



 Termination of Optional Benefits: Except for the Guaranteed Minimum Income
 Benefit, the "Combination 5% Roll-up and Highest Anniversary Value Death
 Benefit" and the Highest Daily Value Death Benefit, which generally cannot be
 terminated by the owner once elected, if any optional benefit terminates, we
 will no longer deduct the charge we apply to purchase the optional benefit.
 Certain optional benefits may be added after you have purchased your Annuity.
 On the date a charge no longer applies or a charge for an optional benefit
 begins to be deducted, your Annuity will become subject to a different daily
 asset-based charge. This change may result in the number of Units attributed
 to your Annuity and the value of those Units being different than it was
 before the change; however, the adjustment in the number of Units and Unit
 Price will not affect your Account Value (although the change in charges that
 are deducted will affect your Account Value).



                                      116




                              TAX CONSIDERATIONS

 The tax considerations associated with an Annuity vary depending on whether
 the contract is (i) owned by an individual or non-natural person, and not
 associated with a tax-favored retirement plan, or (ii) held under a
 tax-favored retirement plan. We discuss the tax considerations for these
 categories of contracts below. The discussion is general in nature and
 describes only federal income tax law (not state or other tax laws). It is
 based on current law and interpretations, which may change. The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments. Cost
 basis for a tax-favored retirement plan is provided only in limited
 circumstances, such as for contributions to a Roth IRA or nondeductible IRA
 contributions. The discussion includes a description of certain spousal rights
 under the contract, and our administration of such spousal rights and related
 tax reporting accords with our understanding of the Defense of Marriage Act
 (which defines a "marriage" as a legal union between a man and a woman and a
 "spouse" as a person of the opposite sex). Depending on the state in which
 your annuity is issued, we may offer certain spousal benefits to civil union
 couples. You should be aware, however, that federal tax law does not recognize
 civil unions. Therefore, we cannot permit a civil union partner to continue
 the annuity upon the death of the first partner under the annuity's "spousal
 continuance" provision. Civil union couples should consider that limitation
 before selecting a spousal benefit under the annuity.

 NONQUALIFIED ANNUITY CONTRACTS
 In general, as used in this prospectus, a Nonqualified Annuity is owned by an
 individual or non-natural person and is not associated with a tax-favored
 retirement plan.

 Taxes Payable by You
 We believe the Annuity is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract. Generally, annuity contracts issued by the same company (and
 affiliates) to you during the same calendar year must be treated as one
 annuity contract for purposes of determining the amount subject to tax under
 the rules described below. Charges for investment advisory fees that are taken
 from the contract are treated as a partial withdrawal from the contract and
 will be reported as such to the contract owner.

 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract should be
 treated for federal income tax purposes as a partial withdrawal from the
 contract. If this were the case, the charge for this benefit could be deemed a
 withdrawal and treated as taxable to the extent there are earnings in the
 contract. Additionally, for owners under age 59 1/2, the taxable income
 attributable to the charge for the benefit could be subject to a tax penalty.
 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 You must commence annuity payments no later than the first day of the calendar
 month next following the maximum Annuity date for your Contract. Please refer
 to your Annuity Contract for the applicable maximum Annuity date. For some of
 our contracts, you are able to choose to defer the Annuity Date beyond the
 default Annuity date described in your Contract. However, the IRS may not then
 consider your contract to be an annuity under the tax law.

 Taxes on Withdrawals and Surrender
 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of purchase payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under any of the optional living benefit programs or as a
 systematic payment are taxed under these rules. If you assign or pledge all or
 part of your contract as collateral for a loan, the part assigned generally
 will be treated as a withdrawal. If you transfer your contract for less than
 full consideration, such as by gift, you will also trigger tax on any gain in
 the contract. This rule does not apply if you transfer the contract to your
 spouse or under most circumstances if you transfer the contract incident to
 divorce.

 If you choose to receive payments under an interest payment option, or a
 beneficiary chooses to receive a death benefit under an interest payment
 option, that election will be treated, for tax purposes, as surrendering your
 Annuity and will immediately subject any gain in the contract to income tax.

 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your purchase payments (less any amounts previously


                                      117




 received tax-free) and the denominator of which is the total expected payments
 under the contract. After the full amount of your purchase payments have been
 recovered tax-free, the full amount of the annuity payments will be taxable.
 If annuity payments stop due to the death of the annuitant before the full
 amount of your purchase payments have been recovered, a tax deduction may be
 allowed for the unrecovered amount.

 Tax Penalty for Early Withdrawal from a Nonqualified Annuity Contract
 You may owe a 10% tax penalty on the taxable part of distributions received
 from your Nonqualified Annuity contract before you attain age 59 1/2. Amounts
 are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   generally the amount paid or received is in the form of substantially equal
    payments not less frequently than annually (please note that substantially
    equal payments must continue until the later of reaching age 59 1/2 or 5
    years and modification of payments during that time period will result in
    retroactive application of the 10% tax penalty); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Special Rules in Relation to Tax-free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code), permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. Partial surrenders may be treated in the same way as tax-free
 1035 exchanges of entire contracts, therefore avoiding current taxation of any
 gains in the contract as well as the 10% tax penalty on pre-age 59 1/2
 withdrawals. The IRS has reserved the right to treat transactions it considers
 abusive as ineligible for this favorable partial 1035 exchange treatment. In
 Revenue Procedure 2008-24, the IRS has indicated that where there is a
 surrender or distribution from either the initial annuity contract or
 receiving annuity contract within 12 months of the date on which the partial
 exchange was completed, the transfer will retroactively be treated as a
 taxable distribution from the initial annuity contract and a contribution to
 the receiving annuity contract. Tax free exchange treatment will be retained
 if the subsequent surrender or distribution would be eligible for an exception
 to the 10% federal income tax penalty, other than the exceptions for
 substantially equal periodic payments or distributions under an immediate
 annuity. It is unclear how the IRS will treat a partial exchange from a life
 insurance, endowment, or annuity contract into an immediate annuity. As of the
 date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 If an Annuity is purchased through a tax-free exchange of a life insurance,
 annuity or endowment contract that was purchased prior to August 14, 1982,
 then any purchase payments made to the original contract prior to August 14,
 1982 will be treated as made to the new contract prior to that date.
 Generally, such pre-August 14, 1982 withdrawals are treated as a recovery of
 your investment in the contract first until purchase payments made before
 August 14, 1982 are withdrawn. Moreover, any income allocable to purchase
 payments made before August 14, 1982, is not subject to the 10% tax penalty.

 Taxes Payable by Beneficiaries
 The Death Benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the Death
 Benefit, as determined under federal law, is also included in the owner's
 estate. Generally, the same tax rules described above would also apply to
 amounts received by your beneficiary. Choosing any option other than a lump
 sum Death Benefit may defer taxes. Certain minimum distribution requirements
 apply upon your death, as discussed further below in the Annuity Qualification
 section. Tax consequences to the beneficiary vary depending upon the Death
 Benefit payment option selected. Generally, for payment of the Death Benefit
..   As a lump sum payment: the beneficiary is taxed on gain in the contract.
..   Within 5 years of death of owner: the beneficiary is taxed as amounts are
    withdrawn (in this case gain is treated as being distributed first).
..   Under an annuity or annuity settlement option with distribution beginning
    within one year of the date of death of the owner: the beneficiary is taxed
    on each payment (part will be treated as gain and part as return of
    purchase payments).

 Considerations for Contingent Annuitants: We may allow the naming of a
 contingent annuitant when a Nonqualified Annuity contract is held by a pension
 plan or a tax favored retirement plan. In such a situation, the Annuity may no
 longer qualify for tax deferral where the Annuity contract continues after the
 death of the Annuitant.


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 Reporting and Withholding on Distributions
 Taxable amounts distributed from an Annuity are subject to federal and state
 income tax reporting and withholding. In general, we will withhold federal
 income tax from the taxable portion of such distribution based on the type of
 distribution. In the case of an annuity or similar periodic payment, we will
 withhold as if you are a married individual with three (3) exemptions unless
 you designate a different withholding status. If no U.S. taxpayer
 identification number is provided, we will automatically withhold using single
 with zero exemptions as the default. In the case of all other distributions,
 we will withhold at a 10% rate. You may generally elect not to have tax
 withheld from your payments. An election out of withholding must be made on
 forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 discussion below regarding withholding rules for a Qualified Annuity.

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.

 Entity Owners
 Where a contract is held by a non-natural person (e.g. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will generally be subject to
 the tax reporting and withholding requirements for a Nonqualified Annuity.

 Where a contract is structured so that it is owned by a grantor trust but the
 annuitant is not the grantor, then the contract is required to terminate upon
 the death of the grantor if the grantor pre-deceases the annuitant under
 Section 72(s) of the Code. Under this circumstance, the contract value will be
 paid out to the beneficiary and it is not eligible for the death benefit
 provided under the contract.

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

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

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


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 non-natural person (such as a trust) for which there is named a co-annuitant,
 then such required distributions will be triggered by the death of the first
 co-annuitants to die.

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

 Qualified Annuity Contracts
 In general, as used in this prospectus, a Qualified Annuity is an Annuity
 contract with applicable endorsements for a tax-favored plan or a Nonqualified
 Annuity contract held by a tax-favored retirement plan.

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

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

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

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

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

 Contributions Limits/Rollovers. Subject to the minimum purchase payment
 requirements of an Annuity, you may purchase an Annuity for an IRA in
 connection with a "rollover" of amounts from a qualified retirement plan, as a
 transfer from another IRA, by making a single contribution consisting of your
 IRA contributions and catch-up contributions, if applicable, attributable to
 the prior year and the current year during the period from January 1 to
 April 15, or as a current year contribution. In 2008 the contribution limit is
 $5,000. After 2008 the contribution amount will be indexed for inflation. The
 tax law also provides for a catch-up provision for individuals who are age 50
 and above, allowing these individuals an additional $1,000 contribution each
 year. The catch-up amount is not indexed for inflation.

 The "rollover" rules under the Code are fairly technical; however, an
 individual (or his or her surviving spouse) may generally "roll over" certain
 distributions from tax favored retirement plans (either directly or within 60
 days from the date of these distributions) if he or she meets the requirements
 for distribution. Once you buy an Annuity, you can make regular IRA
 contributions under the Annuity (to the extent permitted by law). However, if
 you make such regular IRA contributions, you should note that you will not be
 able to treat the contract as a "conduit IRA," which means that you will not
 retain possible favorable tax treatment if you subsequently "roll over" the
 contract funds originally derived from a qualified retirement plan or TDA into
 another Section 401(a) plan or TDA. In some circumstances, non-spouse
 beneficiaries may directly roll over to an IRA amounts due from qualified
 plans, 403(b) plans, and governmental 457(b) plans.

 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);


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..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1st of the calendar year after the calendar year you turn age
    70 1/2; and
..   Death and annuity payments must meet "required minimum distribution" rules
    described below.

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

 SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP
 must satisfy the same general requirements described under IRAs (above). There
 are, however, some differences:
..   If you participate in a SEP, you generally do not include in income any
    employer contributions made to the SEP on your behalf up to the lesser of
    (a) $46,000 in 2008 ($45,000 in 2007) or (b) 25% of your taxable
    compensation paid by the contributing employer (not including the
    employer's SEP contribution as compensation for these purposes). However,
    for these purposes, compensation in excess of certain limits established by
    the IRS will not be considered. In 2008, this limit is $230,000 ($225,000
    for 2007);
..   SEPs must satisfy certain participation and nondiscrimination requirements
    not generally applicable to IRAs; and
..   SEPs that contain a salary reduction or "SARSEP" provision prior to 1997
    may permit salary deferrals up to $15,500 in 2008 with the employer making
    these contributions to the SEP. However, no new "salary reduction" or
    "SARSEPs" can be established after 1996. Individuals participating in a
    SARSEP who are age 50 or above by the end of the year will be permitted to
    contribute an additional $5,000 in 2008. These amounts are indexed for
    inflation. These Annuities are not available for SARSEPs. You will also be
    provided the same information, and have the same "free look" period, as you
    would have if you purchased the contract for a standard IRA.

 ROTH IRAs. The "Roth IRA Disclosure Statement" contains information about
 eligibility, contribution limits, tax particulars and other Roth IRA
 information. Like standard IRAs, income within a Roth IRA accumulates
 tax-free, and contributions are subject to specific limits. Roth IRAs have,
 however, the following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA.
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 Subject to the minimum purchase payment requirements of an Annuity, if you
 meet certain income limitations you may purchase an Annuity for a Roth IRA in
 connection with a "rollover" of amounts of another traditional IRA, conduit
 IRA, SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of
 your Roth IRA contributions and catch-up contributions, if applicable,
 attributable to the prior year and the current year during the period from
 January 1 to April 15 of the current year, or with a current contribution. The
 Code permits persons who meet certain income limitations (generally, adjusted
 gross income under $100,000) who are not married filing a separate return and
 who receive certain qualifying distributions from such non-Roth IRAs, to
 directly rollover or make, within 60 days, a "rollover" of all or any part of
 the amount of such distribution to a Roth IRA which they establish. Beginning
 January 2008, an individual receiving an eligible rollover distribution from
 an employer sponsored retirement plan under sections 401(a) or 403(b) of the
 Code can directly roll over contributions to a Roth IRA, subject to the same
 income limits. This conversion triggers current taxation (but is not subject
 to a 10% early distribution penalty). Once an Annuity has been purchased,
 regular Roth IRA contributions will be accepted to the extent permitted by
 law. In addition, an individual receiving an eligible rollover distribution
 from a designated Roth account under an employer plan may roll over the
 distribution to a Roth IRA even if the individual is not eligible to make
 regular contributions to a Roth IRA. Until 2010, participants with an adjusted
 gross income greater than $100,000 are not permitted to roll over funds from
 an employer plan , including a Roth 401(k) distribution, to a Roth IRA.


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 TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
 Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are either an
 employer or employee of a tax-exempt organization (as defined under Code
 Section 501(c)(3)) or a public educational organization, and you may make
 contributions to a TDA so long as your rights (or your employee's rights) to
 the annuity are nonforfeitable. Contributions to a TDA, and any earnings, are
 not taxable until distribution. You may also make contributions to a TDA under
 a salary reduction agreement, generally up to a maximum of $15,500 in 2008.
 Individuals participating in a TDA who are age 50 or above by the end of the
 year will be permitted to contribute an additional $5,000 in 2008. This amount
 is indexed for inflation. Further, you may roll over TDA amounts to another
 TDA or an IRA. You may also roll over TDA amounts to a qualified retirement
 plan, a SEP and a 457 government plan. A contract may generally only qualify
 as a TDA if distributions of salary deferrals (other than "grandfathered"
 amounts held as of December 31, 1988) may be made only on account of:
..   Your attainment of age 59 1/2;
..   Your severance of employment;
..   Your death;
..   Your total and permanent disability; or
..   Hardship (under limited circumstances, and only related to salary
    deferrals, not including earnings attributable to these amounts).

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

 Final regulations related to 403(b) contracts were issued in 2007. Under these
 final regulations, certain contract exchanges may be accepted only if the
 employer and the issuer have entered into the required information-sharing
 agreements. Such agreements must be in place by January 1, 2009. We do not
 currently accept transfers of funds under 403(b) contracts. Funds can only be
 added to the contract as a current salary deferral under an agreement with
 your employer or as a direct rollover from another employer plan. We intend to
 begin accepting such transfers in the future when we can comply with the new
 regulations.

 Required Minimum Distributions and Payment Options
 If you hold the contract under an IRA (or other tax-favored plan), required
 minimum distribution rules must be satisfied. This means that generally
 payments must start by April 1 of the year after the year you reach age 70 1/2
 and must be made for each year thereafter. For a TDA or a 401(a) plan for
 which the participant is not a greater than 5% owner of the employer, this
 required beginning date can generally be deferred to retirement, if later.
 Roth IRAs are not subject to these rules during the Owner's lifetime. The
 amount of the payment must at least equal the minimum required under the IRS
 rules. Several choices are available for calculating the minimum amount. More
 information on the mechanics of this calculation is available on request.
 Please contact us at a reasonable time before the IRS deadline so that a
 timely distribution is made. Please note that there is a 50% tax penalty on
 the amount of any required minimum distribution not made in a timely manner.

 Required minimum distributions are calculated based on the sum of the Account
 Value and the actuarial value of any additional death benefits and benefits
 from optional riders that you have purchased under the contract. As a result,
 the required minimum distributions may be larger than if the calculation were
 based on the Account Value only, which may in turn result in an earlier (but
 not before the required beginning date) distribution of amounts under the
 Annuity and an increased amount of taxable income distributed to the Annuity
 owner, and a reduction of death benefits and the benefits of any optional
 riders.

 You can use the Minimum Distribution option to satisfy the required minimum
 distribution rules for an Annuity without either beginning annuity payments or
 surrendering the Annuity. We will distribute to you the required minimum
 distribution amount, less any other partial withdrawals that you made during
 the year. Such amount will be based on the value of the contract as of
 December 31 of the prior year, but is determined without regard to other
 contracts you may own.

 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. If you inherit more than one IRA or more than one Roth IRA
 from the same owner, similar rules apply.

 Required Distributions Upon Your Death for Qualified Annuity Contracts
 Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored
 plan, the designated beneficiary may generally elect to continue the contract
 and receive required minimum distributions under the contract instead of
 receiving the death benefit in a single payment. The available payment options
 will depend on whether you die before the date required minimum distributions
 under the Code were to begin, whether you have named a designated beneficiary
 and whether that beneficiary is your surviving spouse.


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..   If you die after a designated beneficiary has been named, the death benefit
    must be distributed by December 31/st/ of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life expectancy of the designated beneficiary (as long
    as payments begin by December 31/st/ of the year following the year of
    death). However, if your surviving spouse is the beneficiary, the death
    benefit can be paid out over the life or life expectancy of your spouse
    with such payments beginning no later than December 31/st/ of the year
    following the year of death or December 31/st/ of the year in which you
    would have reached age 70 1/2, which ever is later. Additionally, if the
    contract is payable to (or for the benefit of) your surviving spouse, that
    portion of the contract may be continued with your spouse as the owner.
..   If you die before a designated beneficiary is named and before the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out by December 31st of the year including the five year
    anniversary of the date of death. For contracts where multiple
    beneficiaries have been named and at least one of the beneficiaries does
    not qualify as a designated beneficiary and the account has not been
    divided into separate accounts by December 31st of the year following the
    year of death, such contract is deemed to have no designated beneficiary. A
    designated beneficiary may elect to apply the rules for no designated
    beneficiary if those would provide a smaller payment requirement.
..   If you die before a designated beneficiary is named and after the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out at least as rapidly as under the method then in effect.
    For contracts where multiple beneficiaries have been named and at least one
    of the beneficiaries does not qualify as a designated beneficiary and the
    account has not been divided into separate accounts by December 31st of the
    year following the year of death, such contract is deemed to have no
    designated beneficiary. A designated beneficiary may elect to apply the
    rules for no designated beneficiary if those would provide a smaller
    payment requirement.

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

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

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

 Tax Penalty for Early Withdrawals from Qualified Annuity Contracts
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA, SEP, Roth IRA, TDA or qualified retirement plan before you attain
 age 59 1/2. Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   generally the amount paid or received is in the form of substantially equal
    payments not less frequently than annually. (Please note that substantially
    equal payments must continue until the later of reaching age 59 1/2 or 5
    years. Modification of payments during that time period will result in
    retroactive application of the 10% tax penalty.)

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Withholding
 We will withhold federal income tax at the rate of 20% for any eligible
 rollover distribution paid by us to or for a plan participant, unless such
 distribution is "directly" rolled over into another qualified plan, IRA
 (including the IRA variations described above), SEP, 457 government plan or
 TDA. An eligible rollover distribution is defined under the tax law as a
 distribution from an employer plan under 401(a), a TDA or a 457 governmental
 plan, excluding any distribution that is part of a series of substantially
 equal payments (at least annually) made over the life expectancy of the
 employee or the joint life expectancies of the employee and his designated
 beneficiary, any distribution made for a specified period of 10 years or more,
 any distribution that is a required minimum distribution and any hardship
 distribution. Regulations also specify certain other items which are not
 considered eligible rollover distributions. For all other distributions,
 unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis:
..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with 3
    exemptions. If no U.S. taxpayer identification number is provided, we will
    automatically withhold using single with zero exemptions as the default; and
..   For all other distributions, we will withhold at a 10% rate.

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


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

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

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

 Spousal Consent Rules for Retirement Plans - Qualified Contracts
 If you are married at the time your payments commence, you may be required by
 federal law to choose an income option that provides survivor annuity income
 to your spouse, unless your spouse waives that right. Similarly, if you are
 married at the time of your death, federal law may require all or a portion of
 the Death Benefit to be paid to your spouse, even if you designated someone
 else as your beneficiary. A brief explanation of the applicable rules follows.
 For more information, consult the terms of your retirement arrangement.

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

 Defined Contribution Plans (including 401(k) Plans and ERISA 403(b)
 Annuities). Spousal consent to a distribution is generally not required. Upon
 your death, your spouse will receive the entire Death Benefit, even if you
 designated someone else as your beneficiary, unless your spouse consents in
 writing to waive this right. Also, if you are married and elect an annuity as
 a periodic income option, federal law requires that you receive a QJSA (as
 described above), unless you and your spouse consent to waive this right.

 IRAs, non-ERISA 403(b) Annuities, and 457 Plans. Spousal consent to a
 distribution usually is not required. Upon your death, any Death Benefit will
 be paid to your designated beneficiary.

 Additional Information
 For additional information about federal tax law requirements applicable to
 IRAs and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
 Statement, as applicable.

 Generation-skipping Transfers
 If you transfer your contract to a person two or more generations younger than
 you (such as a grandchild or grandniece) or to a person that is more than
 37 1/2 years younger than you, there may be generation-skipping transfer tax
 consequences.



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                              GENERAL INFORMATION

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?

 We send any statements and reports required by applicable law or regulation to
 you at your last known address of record. You should therefore give us prompt
 notice of any address change. We reserve the right, to the extent permitted by
 law and subject to your prior consent, to provide any prospectus, prospectus
 supplements, confirmations, statements and reports required by applicable law
 or regulation to you through our Internet Website at
 www.prudentialannuities.com or any other electronic means, including diskettes
 or CD ROMs. We send a confirmation statement to you each time a transaction is
 made affecting Account Value, such as making additional Purchase Payments,
 transfers, exchanges or withdrawals. We may also send quarterly statements
 detailing the activity affecting your Annuity during the calendar quarter. We
 may confirm regularly scheduled transactions, including, but not limited to,
 the Annual Maintenance Fee, Systematic Withdrawals (including 72(t) payments
 and required minimum distributions), electronic funds transfer, Dollar Cost
 Averaging, and static rebalancing, in quarterly statements instead of
 confirming them immediately. You should review the information in these
 statements carefully. You may request additional reports. We reserve the right
 to charge up to $50 for each such additional report. We may also send an
 annual report and a semi-annual report containing applicable financial
 statements for the Separate Account and the Portfolios, as of December 31 and
 June 30, respectively, to Owners or, with your prior consent, make such
 documents available electronically through our Internet Website or other
 electronic means.

 WHO IS PRUDENTIAL ANNUITIES?
 Prudential Annuities Life Assurance Corporation, a Prudential Financial
 Company, ("Prudential Annuities") is a stock life insurance company domiciled
 in Connecticut with licenses in all 50 states, the District of Columbia and
 Puerto Rico. Prudential Annuities is a wholly-owned subsidiary of Prudential
 Annuities, Inc., whose ultimate parent is Prudential Financial, Inc.
 Prudential Annuities markets its products to broker-dealers and financial
 planners through an internal field marketing staff. In addition, Prudential
 Annuities markets through and in conjunction with financial institutions such
 as banks that are permitted directly, or through affiliates, to sell annuities.

 Prudential Annuities offers a wide array of annuities, including (1) deferred
 variable annuities that are registered with the SEC, including fixed interest
 rate annuities that are offered as a companion to certain of our variable
 annuities and are registered because of their market value adjustment feature
 and (2) fixed annuities that are not registered with the SEC. In addition,
 Prudential Annuities has in force a relatively small block of variable life
 insurance policies and immediate variable annuities, but it no longer actively
 sells such policies.

 No company other than Prudential Annuities has any legal responsibility to pay
 amounts that it owes under its annuity and variable life insurance contracts.
 However, Prudential Financial exercises significant influence over the
 operations and capital structure of Prudential Annuities.

 Prudential Annuities conducts the bulk of its operations through staff
 employed by it or by affiliated companies within the Prudential Financial
 family. Certain discrete functions have been delegated to non-affiliates that
 could be deemed "service providers" under the Investment Company Act of 1940.
 The entities engaged by Prudential Annuities may change over time. As of
 December 31, 2007, non-affiliated entities that could be deemed service
 providers to Prudential Annuities and/or another insurer within the Prudential
 Annuities business unit consisted of the following: ADP (proxy tabulation
 services) located at 100 Burma Road Jersey City, New Jersey 07305,
 Alliance-One Services Inc. (administration of variable life policies) located
 at 55 Hartland Street East Hartford CT 06108, BISYS Retirement Services
 (qualified plan administrator) located at 200 Dryden Road, Dresher, PA 19025,
 Blue Frog Solutions, Inc. (order entry systems provider) located at 555 SW
 12th Ave, Suite 202 Pompano Beach, FL 33069, EBIX Inc. (order-entry system)
 located at 5 Concourse Parkway Suite 3200 Atlanta, GA 30328, Diversified
 Information Technologies Inc. (records management) located at 123 Wyoming Ave
 Scranton, PA 18503, Fosdick Fulfillment Corp. (fulfillment of prospectuses and
 marketing materials) located at 26 Barnes Industrial Park Road North
 Wallingford, CT 06492, Insurance Technologies (annuity illustrations) located
 at Two South Cascade Avenue, Suite 200 Colorado Springs, CO 80903, Lason
 Systems Inc. (contract printing and mailing) located at 1305 Stephenson
 Highway Troy, MI 48083, Morningstar Associates LLC (asset allocation
 recommendations) located at 225 West Wacker Drive Chicago, IL 60606, Pershing
 LLC (order-entry systems provider) located at One Pershing Plaza Jersey City,
 NJ 07399, Personix (printing and fulfillment of confirmations and client
 statements) located at 13100 North Promenade Boulevard Stafford, TX 77477, RR
 Donnelley Receivables Inc. (printing annual reports and prospectuses) located
 at 111 South Wacker Drive Chicago, IL 60606-4301, Stanton Group (qualified
 plan administrator) located at Two Pine Tree Drive Suite 400 Arden Hills, MN
 55112 Attention: Alerus Retirement Solutions, State Street (accumulation unit
 value calculations) located at State Street Financial Center One Lincoln
 Street Boston, Massachusetts 02111, The Harty Press, Inc. (printing and
 fulfillment of marketing materials) located at 25 James Street New Haven, CT
 06513, VG Reed & Sons Inc. (printing and fulfillment of annual reports)
 located at 1002 South 12/th/ Street Louisville, KY 40210, William B. Meyer
 (printing and fulfillment of prospectuses and marketing materials) located at
 255 Long Beach Boulevard Stratford, CT 06615.


                                      125



 WHAT ARE SEPARATE ACCOUNTS?

 The separate accounts are where Prudential Annuities sets aside and invests
 the assets of some of our annuities. In the accumulation period, assets
 supporting Account Values of the Annuities are held in a separate account
 established under the laws of the State of Connecticut. We are the legal owner
 of assets in the separate accounts. In the payout period, assets supporting
 fixed annuity payments and any adjustable annuity payments we make available
 are held in our general account. Assets supporting variable annuity payment
 options may be invested in our separate accounts. Income, gains and losses
 from assets allocated to these separate accounts are credited to or charged
 against each such separate account without regard to other income, gains or
 losses of Prudential Annuities or of any other of our separate accounts. These
 assets may only be charged with liabilities which arise from the Annuities
 issued by Prudential Annuities. The amount of our obligation in relation to
 allocations to the Sub-accounts is based on the investment performance of such
 Sub-accounts. However, the obligations themselves are our general corporate
 obligations.


 Separate Account B

 During the accumulation period, the assets supporting obligations based on
 allocations to the Sub-accounts are held in Sub-accounts of Prudential
 Annuities Life Assurance Corporation Variable Account B, also referred to as
 "Separate Account B".


 Separate Account B was established by us pursuant to Connecticut law on
 November 25, 1987. Separate Account B also holds assets of other annuities
 issued by us with values and benefits that vary according to the investment
 performance of Separate Account B.

 Separate Account B consists of multiple Sub-accounts. Each Sub-account invests
 only in a single mutual fund or mutual fund portfolio. The name of each
 Sub-account generally corresponds to the name of the underlying Portfolio.
 Each Sub-account in Separate Account B may have several different Unit Prices
 to reflect the Insurance Charge, Distribution Charge (when applicable) and the
 charges for any optional benefits that are offered under the Annuities issued
 by us through Separate Account B. Separate Account B is registered with the
 SEC under the Investment Company Act of 1940 ("Investment Company Act") as a
 unit investment trust, which is a type of investment company. The SEC does not
 supervise investment policies, management or practices of Separate Account B.

 We reserve the right to make changes to the Sub-accounts available under the
 Annuities as we determine appropriate. We may offer new Sub-accounts,
 eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may
 also close Sub-accounts to additional Purchase Payments on existing Annuities
 or close Sub-accounts for Annuities purchased on or after specified dates. We
 may also substitute an underlying mutual fund or portfolio of an underlying
 mutual fund for another underlying mutual fund or portfolio of an underlying
 mutual fund, subject to our receipt of any exemptive relief that we are
 required to obtain under the Investment Company Act. We will notify Owners of
 changes we make to the Sub-accounts available under their Annuity.

 Values and benefits based on allocations to the Sub-accounts will vary with
 the investment performance of the underlying mutual funds or fund portfolios,
 as applicable. We do not guarantee the investment results of any Sub-account.
 Your Account Value allocated to the Sub-accounts may increase or decrease. You
 bear the entire investment risk. There is no assurance that the Account Value
 of your Annuity will equal or be greater than the total of the Purchase
 Payments you make to us.

 Separate Account D

 During the accumulation period, assets supporting our obligations based on
 Fixed Allocations are held in Prudential Annuities Life Assurance Corporation
 Separate Account D, also referred to as "Separate Account D". Such obligations
 are based on the fixed interest rates we credit to Fixed Allocations and the
 terms of the Annuities. These obligations do not depend on the investment
 performance of the assets in Separate Account D. Separate Account D was
 established by us pursuant to Connecticut law.


 There are no units in Separate Account D. The Fixed Allocations are guaranteed
 by our general account. An Annuity Owner who allocates a portion of their
 Account Value to Separate Account D does not participate in the investment
 gain or loss on assets maintained in Separate Account D. Such gain or loss
 accrues solely to us. We retain the risk that the value of the assets in
 Separate Account D may drop below the reserves and other liabilities we must
 maintain. Should the value of the assets in Separate Account D drop below the
 reserve and other liabilities we must maintain in relation to the annuities
 supported by such assets, we will transfer assets from our general account to
 Separate Account D to make up the difference. We have the right to transfer to
 our general account any assets of Separate Account D in excess of such
 reserves and other liabilities. We maintain assets in Separate Account D
 supporting a number of annuities we offer.

 We may employ investment managers to manage the assets maintained in Separate
 Account D. Each manager we employ is responsible for investment management of
 a different portion of Separate Account D. From time to time additional
 investment managers may be employed or investment managers may cease being
 employed. We are under no obligation to employ or continue to employ any
 investment manager(s) and have sole discretion over the investment managers we
 retain.

 We are not obligated to invest according to specific guidelines or strategies
 except as may be required by Connecticut and other state insurance laws.

                                      126



 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?
 Each underlying mutual fund is registered as an open-end management investment
 company under the Investment Company Act. Shares of the underlying mutual fund
 portfolios are sold to separate accounts of life insurance companies offering
 variable annuity and variable life insurance products. The shares may also be
 sold directly to qualified pension and retirement plans.

 Voting Rights
 We are the legal owner of the shares of the underlying mutual funds in which
 the Sub-accounts invest. However, under SEC rules, you have voting rights in
 relation to Account Value maintained in the Sub-accounts. If an underlying
 mutual fund portfolio requests a vote of shareholders, we will vote our shares
 based on instructions received from Owners with Account Value allocated to
 that Sub-account. Owners have the right to vote an amount equal to the number
 of shares attributable to their contracts. If we do not receive voting
 instructions in relation to certain shares, we will vote those shares in the
 same manner and proportion as the shares for which we have received
 instructions. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. Thus,
 under "mirror voting," it is possible that the votes of a small percentage of
 contractholders who actually vote will determine the ultimate outcome. We will
 furnish those Owners who have Account Value allocated to a Sub-account whose
 underlying mutual fund portfolio has requested a "proxy" vote with proxy
 materials and the necessary forms to provide us with their voting
 instructions. Generally, you will be asked to provide instructions for us to
 vote on matters such as changes in a fundamental investment strategy, adoption
 of a new investment advisory agreement, or matters relating to the structure
 of the underlying mutual fund that require a vote of shareholders.

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

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


 Service Fees Payable to Prudential Annuities
 Prudential Annuities or our affiliates have entered into agreements with the
 investment adviser or distributor of the underlying Portfolios. Under the
 terms of these agreements, Prudential Annuities, or our affiliates may provide
 administrative and support services to the Portfolios for which it receives a
 fee of up to 0.75% (currently) of the average assets allocated to the
 Portfolios under each Annuity from the investment adviser, distributor and/or
 the fund. These agreements may be different for each underlying mutual fund
 whose portfolios are offered as Sub-accounts.


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

                                      127




 During 2007, with regard to amounts that were paid under these kinds of
 arrangements, the amounts ranged from approximately $750 to approximately
 $981,102. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.

 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?
 Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
 Prudential Annuities, Inc., is the distributor and principal underwriter of
 the Annuities offered through this prospectus. PAD acts as the distributor of
 a number of annuity and life insurance products, and is the co-distributor of
 the Advanced Series Trust. PAD's principal business address is One Corporate
 Drive, Shelton, Connecticut 06484. PAD is registered as a broker-dealer under
 the Securities Exchange Act of 1934 (Exchange Act), and is a member of the
 Financial Industry Regulatory Authority (FINRA).

 Each Annuity is offered on a continuous basis. PAD enters into distribution
 agreements with broker-dealers who are registered under the Exchange Act and
 with entities that may offer the Annuities but are exempt from registration
 ("firms"). Applications for each Annuity are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, PAD may
 offer the Annuities directly to potential purchasers.

 Prudential Annuities sells its annuity products through multiple distribution
 channels, including (1) independent broker-dealer firms and financial
 planners; (2) broker-dealers that are members of the New York Stock Exchange,
 including "wirehouse" and regional broker-dealer firms; and (3) broker-dealers
 affiliated with banks or that specialize in marketing to customers of banks.
 Although we are active in each of those distribution channels, the majority of
 our sales have come from the independent broker-dealer firms and financial
 planners. On June 1, 2006, The Prudential Insurance Company of America, an
 affiliate of Prudential Annuities, acquired the variable annuity business of
 The Allstate Corporation ("Allstate"), which included exclusive access to the
 Allstate affiliated broker-dealer. We began selling variable annuities through
 the Allstate affiliated broker-dealer registered representatives in the third
 quarter of 2006.


 Commissions are paid to firms on sales of the Annuities according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of Purchase Payments made, up to a maximum of
 7.0% for ASAP III, 6.0% for XT6, 5.5% for APEX II and 2.0% for ASL II.
 Alternative compensation schedules are available that provide a lower initial
 commission plus ongoing annual compensation based on all or a portion of the
 Account Value. We may also provide compensation to the distributing firm for
 providing ongoing service to you in relation to your Annuity. Commissions and
 other compensation paid in relation to your Annuity do not result in any
 additional charge to you or to the Separate Account.


 In addition, in an effort to promote the sale of our products (which may
 include the placement of Prudential Annuities and/or the Annuities on a
 preferred or recommended company or product list and/or access to the firm's
 registered representatives), we or PAD may enter into compensation
 arrangements with certain broker-dealer firms with respect to certain or all
 registered representatives of such firms under which such firms may receive
 separate compensation or reimbursement for, among other things, training of
 sales personnel and/or marketing and/or administrative services and/or other
 services they provide. These services may include, but are not limited to:
 educating customers of the firm on the Annuity's features; conducting due
 diligence and analysis, providing office access, operations and systems
 support; holding seminars intended to educate the firm's registered
 representatives and make them more knowledgeable about the Annuities;
 providing a dedicated marketing coordinator; providing priority sales desk
 support; and providing expedited marketing compliance approval. To the extent
 permitted by FINRA rules and other applicable laws and regulations, PAD may
 pay or allow other promotional incentives or payments in the form of cash or
 non-cash compensation. These arrangements may not be offered to all firms and
 the terms of such arrangements may differ between firms. A list of the firms
 to whom Prudential Annuities pays an amount under these arrangements is
 provided below. You should note that firms and individual registered
 representatives and branch managers within some firms participating in one of
 these compensation arrangements might receive greater compensation for selling
 the Annuities than for selling a different annuity that is not eligible for
 these compensation arrangements. While compensation is generally taken into
 account as an expense in considering the charges applicable to an annuity
 product, any such compensation will be paid by us or PAD and will not result
 in any additional charge to you. Overall compensation paid to the distributing
 firm does not exceed, based on actuarial assumptions, 8.5% of the total
 Purchase Payments made. Your registered representative can provide you with
 more information about the compensation arrangements that apply upon the sale
 of the Annuity. Further information about the firms that are part of these
 compensation arrangements appears in the Statement of Additional Information,
 which is available without charge upon request.

 We or PAD also may compensate third-party vendors, for services that such
 vendors render to broker-dealer firms. To the extent permitted by the FINRA
 rules and other applicable laws and regulations, PAD may pay or allow other
 promotional incentives or payments in the forms of cash or non-cash
 compensation. These arrangements may not be offered to all firms and the terms
 of such arrangements may differ between firms.

 The list below identifies three general types of payments that PAD pays which
 are broadly defined as follows:
..   Percentage Payments based upon "Assets under Management" or "AUM": This
    type of payment is a percentage payment that is based upon the total amount
    held in all Prudential Annuities products that were sold through the firm.


                                      128




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

 The list below includes the names of the firms (or their affiliated
 broker/dealers) that we are aware (as of December 31, 2007) received payment
 with respect to annuity business during 2007 (or as to which a payment amount
 was accrued during 2007). The firms listed below include payments in
 connection with products issued by Prudential Annuities Life Assurance
 Corporation. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract. During 2007, the least amount paid, and greatest amount paid,
 were $46 and $8,664,735, respectively.

 Name of Firm:




                                                                      
 1717 Capital Management Co.           Commonwealth Financial Group          HBW Securities
 1st Global Capital Corporation        Commonwealth Financial Network        Hornor, Townsend & Kent
 A.G. Edwards & Sons                   Contemporary Fin'l Solutions          Huntington Investment Services
 Advantage Capital Corporation         Crown Capital Securities, L.P.        ICC
 AICPA                                 Cumberland Brokerage Corporation      IFMG Securities, Inc.
 AIG Financial Advisors Inc            CUNA Brokerage                        IMS Securities, Inc.
 Allegheny Investments LTD.            CUSO Financial Services, L.P.         Independent Financial Group, LLC
 Allegiant Securities LLC              Deutsche                              Infinex Investments Inc.
 Alliance Bernstein                    EDI Financial                         ING Financial Advisors, LLC
 Alliance Financial Group, Inc.        ePlanning Securities, Inc.            ING Financial Partners, LLC
 Allianz                               Equity Services, Inc.                 Institutional Securities Corp.
 Allstate Financial Srvcs, LLC         Ferris Baker Watts, Inc               InterSecurities, Inc.
 Almax Financial Solutions, LLC        FFP Securities, Inc.                  Invest Financial Corporation
 Alternative Wealth Strategies         Financial Network Investments Corp.   Investacorp
 American General Securities, Inc.     Financial Planning Consultants        Investment Centers of America
 AMERICAN PORTFOLIO FIN SVCS           Financial West Group                  Investment Management Corp
 INC                                   Fintegra, LLC                         Investment Planners, Inc.
 Ameritas Investment Corp              First Allied Securities, Inc.         Investment Professionals
 Arrowhead Investment Center           First Financial Services              Investors Capital Corporation
 Associated Securities                 First Heartland Capital, Inc.         Investors Security Co, Inc.
 AXA Advisors                          First Montauk Securities Corp.        ISG Equity Sales
 BancorpSouth Investment Services,     First Trust Portfolios                J.W. Cole Financial, Inc.
 Inc.                                  First Western Advisors                Janney Montgomery Scott, LLC.
 BB&T Investments                      Foothill Securities, Inc.             JB Hanauer
 BCG Securities, Inc.                  Fortune Financial Services, Inc.      Jefferson Pilot Securities Co.
 Benefit Funding Services Group        Founders Financial Securities         JJB Hilliard Lyons
 Berthel Fisher & Company              Fox & Co. Investments, Inc.           Key Investment Services LLC
 Brecek & Young Advisors, Inc.         Freedom Investors Corp.               KMS FINANCIAL SERVICES, INC
 Broker Dealer Financial               FSC Securities Corp                   Kovack Securities, Inc
 Brookstone Securities, Inc.           FSIC                                  Leaders Group Inc.
 Brookstreet Securities Corp.          Garden State Securities, Inc.         Legacy Advisors, LLC
 Butler Freeman Tally Fn Gp LLC        Gary Goldberg & Co.                   Legacy Financial Services, Inc.
 Cadaret, Grant & Co., Inc.            Geneos Wealth Management, Inc.        Legend Equities Corporation
 Calton & Associates, Inc              Genworth Financial Securities         Legend Securities, Inc.
 Cambridge Investment Research, Inc.   Corporation                           Leonard & Company
 Cantella & Co., Inc                   Girard Securities, Inc.               Lewis Financial Group, L.C.
 Capital Analysts                      Goldman Sachs Asset Management        Lincoln Financial Advisors
 Capital Financial Services            Great American Advisors, Inc.         Lincoln Investment Planning
 Capital Investment Group              GunnAllen Financial, Inc.             Linsco Private Ledger Corp
 Capital One Investments               GWN Securities, Inc.                  Lombard Securities Inc.
 Capital Securities Management,        H&R Block Financial Advisors, Inc.    M Holdings Securities, Inc
 Centaurus Financial, Inc.             H. Beck, Inc.                         Main Street Securities, LLC
 CFD Investments, Inc.                 Hantz Financial Services, Inc.        MarketMax
 Citigroup Global Markets Inc          Harbour Investments, Inc.             Medallion Investment Services
 City Securities Corporation           Hazard & Siegel, Inc.                 MFS
- --------------------------------------------------------------------------------------------------------------





                                      129





                                                                   
 Michigan Securities, Inc.            R. Seelaus & Co., Inc.              TFS Securities, Inc.
 MML Investors Services, Inc.         Rampart Financial Services Inc      The Investment Center, Inc.
 Money Concepts Capital Corp.         Raymond James & Associates          Tower Square Securities Inc
 Moors & Cabot, Inc                   Raymond James Financial Services    Transamerica Financial Advisors
 Morgan Keegan                        RBC Dain Rauscher                   Triad Advisors, Inc.
 MTL Equity Products, Inc.            Resource Horizon Group, LLC         Trustmont Financial Group, Inc.
 Multi Financial Securities Corp.     Resource Marketing                  UBS Financial Services, Inc.
 Mutual Service Corporation           Rhodes Securities, Inc.             United Planners Financial Services of
 Mutual Trust Co. of America Sec      RNR Securities, L.L.C.              America
 National Planning Corporation        Robert W. Baird & Co., Inc.         United Securities Alliance, Inc.
 Neuberger/Berman                     Royal Alliance                      USA Financial Securities Corporation
 New England Securities               Ryan Beck & Co, Inc.                UVEST Financial Services Group, Inc.
 Next Financial Group, Inc.           Rydex Distributors Inc              Valley National Investments, Inc.
 NFP Securities, Inc.                 SAIC                                Veritrust Financial LLC
 North Ridge Securities Corp.         Sammons Securities                  VSR Financial Services, Inc.
 Oppenheimer & Co, Inc.               Saunders Discount Brokerage         Wachovia Bank
 Pacific West Securities, Inc.        Scottsdale Capital Advisors         Wachovia Wirehouse
 Packerland Brokerage Svcs, Inc       Securian Financial Services, Inc.   Wall Street Financial Group
 Partnervest Securities, Inc.         Securities America, Inc.            Walnut Street Securities
 Paulson Investment Company, Inc.     Securities Service Network          Waterstone Financial Group Inc
 Planmember Securities Corporation    Sentra/Spelman                      Waterstone Investor Services
 PNC Investment                       Sigma Financial Corporation         Webster Investment Services, Inc.
 Preferred Financial Group            Signator Investor, Inc              Wellstone Securities, LLC
 Presidential Brokerage               SII Investments, Inc.               Westcom Financial Services
 PrimeVest Financial Services         Silver Oaks Securities              Wilbanks Securities, Inc.
 Principal Financial Group            Stanford Group Company              Williams Financial Group
 ProEquities, Inc                     Stifel Nicolaus & Co., Inc.         Woodbury Financial Services, Inc.
 Prospera Financial Svcs, Inc.        Summit Brokerage Services, Inc      World Choice Securities, Inc.
 Pruco Securities                     Summit Equities, Incorporated       World Equity Group, Inc.
 Prudential Annuities                 SunAmerica Securities               World Group Securities, Inc.
 Prudential Financial                 Sunset Financial Services, Inc      Worth Financial Group, Inc.
 Prudential Securities Incorporated   SWS Financial Services, Inc         WRP Investments, Inc.
 QA3 Financial Corp.                  Synergy Investment Group, LLC       Your Money Matters Brokerage
 Questar Capital Corporation          T. Rowe Price Associates
- ----------------------------------------------------------------------------------------------------------------




 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. Wachovia is the majority
 owner and Prudential Financial, indirectly through subsidiaries, is a minority
 owner of Wachovia Securities.


 Wachovia and Wachovia Securities are key distribution partners for certain
 products of Prudential Financial affiliates, including mutual funds and
 individual annuities that are distributed through their financial advisors,
 bank channel and independent channel. In addition, Prudential Financial is a
 service provider to the managed account platform and certain wrap-fee programs
 offered by Wachovia Securities.

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 Prudential Annuities publishes annual and quarterly reports that are filed
 with the SEC. These reports contain financial information about Prudential
 Annuities that is annually audited by an independent registered public
 accounting firm. Prudential Annuities' annual report for the year ended
 December 31, 2007, together with subsequent periodic reports that Prudential
 Annuities files with the SEC, are incorporated by reference into this
 prospectus. You can obtain copies, at no cost, of any and all of this
 information, including the Prudential Annuities annual report that is not
 ordinarily mailed to contract owners, the more current reports and any
 subsequently filed documents at no cost by contacting us at Prudential
 Annuities - Variable Annuities; P.O. Box 7960, Philadelphia, PA 19176
 (Telephone: 203-926-1888). The SEC file number for Prudential Annuities is
 33-44202. You may read and copy any filings made by Prudential Annuities with
 the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington,
 D.C. 20549. You can obtain information on the operation of the Public
 Reference Room by calling (202) 551-8090. The SEC maintains an Internet site
 that contains reports, proxy and information statements, and other information
 regarding issuers that file electronically with the SEC at http://www.sec.gov.


 FINANCIAL STATEMENTS

 The financial statements of the separate account and Prudential Annuities Life
 Assurance Corporation are included in the Statement of Additional Information.



                                      130



 HOW TO CONTACT US
 You can contact us by:

..   calling our Customer Service Team at 1-800-752-6342 during our normal
    business hours, Monday through Friday, or our telephone automated response
    system at 1-800-766-4530.
..   writing to us via regular mail at Prudential Annuities, P.O. Box 7960,
    Philadelphia, PA 19176 OR for express mail Prudential Annuities, 2101 Welsh
    Road, Dresher, PA 19025. NOTE: Failure to send mail to the proper address
    may result in a delay in our receiving and processing your request.
..   accessing information about your Annuity through our Internet Website at
    www.prudentialannuities.com.

 You can obtain account information by calling our automated response system
 and at www.prudentialannuities.com, our Internet Website. Our Customer Service
 representatives are also available during business hours to provide you with
 information about your account. You can request certain transactions through
 our telephone voice response system, our Internet Website or through a
 customer service representative. You can provide authorization for a third
 party, including your attorney-in-fact acting pursuant to a power of attorney
 or your Financial Professional, to access your account information and perform
 certain transactions on your account. You will need to complete a form
 provided by us which identifies those transactions that you wish to authorize
 via telephonic and electronic means and whether you wish to authorize a third
 party to perform any such transactions. Please note that unless you tell us
 otherwise, we deem that all transactions that are directed by your Financial
 Professional with respect to your Annuity have been authorized by you. We
 require that you or your representative provide proper identification before
 performing transactions over the telephone or through our Internet Website.
 This may include a Personal Identification Number (PIN) that will be provided
 to you upon issue of your Annuity or you may establish or change your PIN by
 calling our automated response system and at www.prudentialannuities.com, our
 Internet Website. Any third party that you authorize to perform financial
 transactions on your account will be assigned a PIN for your account.


 Transactions requested via telephone are recorded. To the extent permitted by
 law, we will not be responsible for any claims, loss, liability or expense in
 connection with a transaction requested by telephone or other electronic means
 if we acted on such transaction instructions after following reasonable
 procedures to identify those persons authorized to perform transactions on
 your Annuity using verification methods which may include a request for your
 Social Security number, PIN or other form of electronic identification. We may
 be liable for losses due to unauthorized or fraudulent instructions if we did
 not follow such procedures.


 Prudential Annuities does not guarantee access to telephonic, facsimile,
 Internet or any other electronic information or that we will be able to accept
 transaction instructions via such means at all times. Regular and/or express
 mail will be the only means by which we will accept transaction instructions
 when telephonic, facsimile, Internet or any other electronic means are
 unavailable or delayed. Prudential Annuities reserves the right to limit,
 restrict or terminate telephonic, facsimile, Internet or any other electronic
 transaction privileges at any time.


 INDEMNIFICATION
 Insofar as indemnification for liabilities arising under the Securities Act of
 1933 (the "Securities Act") may be permitted to directors, officers or persons
 controlling the registrant pursuant to the foregoing provisions, the
 registrant has been informed that in the opinion of the SEC such
 indemnification is against public policy as expressed in the Securities Act
 and is therefore unenforceable.

 LEGAL PROCEEDINGS

 We are subject to legal and regulatory actions in the ordinary course of our
 businesses, including class action lawsuits. Our pending legal and regulatory
 actions include proceedings specific to us and proceedings generally
 applicable to business practices in the industry in which we operate. We are
 subject to class action lawsuits and other litigation alleging, among other
 things, that we made improper or inadequate disclosures in connection with the
 sale of annuity products or charged excessive or impermissible fees on these
 products, recommended unsuitable products to customers, mishandled customer
 accounts or breached fiduciary duties to customers. We are also subject to
 litigation arising out of our general business activities, such as our
 investments and contracts, and could be exposed to claims or litigation
 concerning certain business or process patents. Regulatory authorities from
 time to time make inquiries and conduct investigations and examinations
 relating particularly to us and our products. In addition, we, along with
 other participants in the business in which we engage, may be subject from
 time to time to investigations, examinations and inquiries, in some cases
 industry- wide, concerning issues or matters upon which such regulators have
 determined to focus. In some of our pending legal and regulatory actions,
 parties are seeking large and/or indeterminate amounts, including punitive or
 exemplary damages. The outcome of a litigation or regulatory matter, and the
 amount or range of potential loss at any particular time, is inherently
 uncertain. The following is a summary of certain pending proceedings.

 We have commenced a remediation program to correct errors in the
 administration of approximately 11,000 annuity contracts issued by us. The
 owners of these contracts did not receive notification that the contracts were
 approaching or past their designated annuitization date or default
 annuitization date (both dates referred to as the "contractual annuity date")
 and the contracts were not annuitized at their contractual annuity dates. Some
 of these contracts also were affected by data integrity errors resulting in
 incorrect contractual annuity dates. The lack of notice and the data integrity
 errors, as reflected on the annuities administrative


                                      131




 system, all occurred before the acquisition of Prudential Annuities by
 Prudential Financial, Inc. (the "Acquisition"). The remediation and
 administrative costs of the remediation program are subject to the
 indemnification provisions of the agreement (the "Acquisition Agreement")
 pursuant to which Prudential Financial, Inc. acquired Prudential Annuities
 from Skandia Insurance Company Ltd. (publ) ("Skandia").

 Commencing in 2003, we received formal requests for information from the SEC
 and the New York Attorney General ("NYAG") relating to market timing in
 variable annuities by us and certain affiliated companies. In connection with
 these investigations, with the approval of Skandia an offer was made by us to
 the authorities investigating our companies, the SEC and NYAG, to settle these
 matters by paying restitution and a civil penalty of $95 million in the
 aggregate. While not assured, we believe these discussions are likely to lead
 to settlements with these authorities by us or our affiliates. Any regulatory
 settlement involving us and certain affiliates would be subject to the
 indemnification provisions of the Acquisition Agreement pursuant to which
 Prudential Financial, Inc. purchased Prudential Annuities and certain
 affiliates in May 2003 from Skandia. If achieved, settlement of the matters
 relating to us and certain affiliates also could involve continuing
 monitoring, changes to and/or supervision of business practices, findings that
 may adversely affect existing or cause additional litigation, adverse
 publicity and other adverse impacts to our businesses.

 During the third quarter of 2004, we identified a system generated calculation
 error in our annuity contract administration system that existed prior to the
 Acquisition. This error related to the calculation of amounts due to customers
 for certain transactions subject to a market value adjustment upon the
 surrender or transfer of monies out of their annuity contract's fixed
 allocation options. The error resulted in an underpayment to policyholders, as
 well as additional anticipated costs to us associated with remediation,
 breakage and other costs. Our consultants have developed the systems
 functionality to compute remediation amounts and are in the process of running
 the computations on affected contracts. We contacted state insurance
 regulators and commenced Phase I of our outreach to customers on November 12,
 2007. We have advised Skandia that a portion of the remediation and related
 administrative costs are subject to the indemnification provisions of the
 Acquisition Agreement.

 From January 2006 to May 2007, thirty complaints were filed in 17/th/ Judicial
 Circuit Court, Broward County, Florida alleging misrepresentations in the sale
 of annuities against us and in certain of the cases, the two brokers who sold
 the annuities. The complaints allege that the brokers represented that any
 losses in the annuities would be insured or paid by a state guaranty fund and
 purport to state claims of breach of fiduciary duty, negligence, fraud,
 fraudulent inducement, negligent misrepresentation and seek damages in
 unspecified amounts but in excess of $15,000 per case. The matter is subject
 to the indemnification provisions of the Acquisition Agreement.

 Our litigation and regulatory matters are subject to many uncertainties, and
 given their complexity and scope, the outcomes cannot be predicted. It is
 possible that the results of operations or the cash flow of Prudential
 Annuities in a particular quarterly or annual period could be materially
 affected by an ultimate unfavorable resolution of pending litigation and
 regulatory matters depending, in part, upon the results of operations or cash
 flow for such period. In light of the unpredictability of our litigation and
 regulatory matters, it is also possible that in certain cases an ultimate
 unfavorable resolution of one or more pending litigation or regulatory matters
 could have a material adverse effect on our financial position. Management
 believes, however, that, based on information currently known to it, the
 ultimate outcome of all pending litigation and regulatory matters, after
 consideration of applicable reserves and rights to indemnification, is not
 likely to have a material adverse effect on our financial position.

 It should be noted that the judgments, settlements and expenses associated
 with many of these lawsuits, administrative and regulatory matters, and
 contingencies, including certain claims described above, may, in whole or in
 part, after satisfaction of certain retention requirements, fall within
 Skandia's indemnification obligations to Prudential Financial and its
 subsidiaries under the terms of the Acquisition Agreement. Those obligations
 of Skandia provide for indemnification of certain judgments, settlements, and
 costs and expenses associated with lawsuits and other claims against
 Prudential Annuities ("matters"), and apply only to matters, or groups of
 related matters, for which the costs and expenses exceed $25,000 individually.
 Additionally, those obligations only apply to such otherwise indemnifiable
 losses that exceed $10 million in the aggregate, subject to reduction for
 insurance proceeds, certain accruals and any realized tax benefit applicable
 to such amounts, and those obligations do not apply to the extent that such
 aggregate exceeds $1 billion. We are in discussions with Skandia regarding the
 satisfaction of the $10 million deductible.


                                      132



 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
 The following are the contents of the Statement of Additional Information:




 General Information about Prudential Annuities
   Prudential Annuities Life Assurance Corporation
   Prudential Annuities Life Assurance Corporation Variable Account B
   Prudential Annuities Life Assurance Corporation Separate Account D
 Principal Underwriter/Distributor - Prudential Annuities Distributors, Inc.
 How the Unit Price is Determined
 Additional Information on Fixed Allocations
   How We Calculate the Market Value Adjustment
 General Information
   Voting Rights
   Modification
   Deferral of Transactions
   Misstatement of Age or Sex
   Ending the Offer
 Annuitization
 Experts
 Legal Experts
 Financial Statements



                                      133



     APPENDIX A - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B


 Separate Account B consists of multiple Sub-accounts that are available as
 investment options for the Prudential Annuities Annuities. Each Sub-account
 invests only in a single mutual fund or mutual fund portfolio. All or some of
 these Sub-accounts are available as investment options for other variable
 annuities we offer pursuant to different prospectuses.

 Unit Prices And Numbers Of Units. The following tables show for each Annuity:
 (a) the historical Unit Price, corresponding to the Annuity features bearing
 the highest and lowest combinations of asset-based charges*, as of the dates
 shown, for Units in each of the Sub-accounts of Separate Account B that are
 being offered pursuant to this Prospectus**; and (b) the number of Units
 outstanding for each such Sub-account as of the dates shown. The period for
 each year begins on January 1 and ends on December 31. Since November 18,
 2002, we have been determining, on a daily basis, multiple Unit Prices for
 each Sub-account of Separate Account B. We compute multiple Unit Prices
 because several of our variable annuities invest in the same Sub-accounts, and
 these annuities deduct varying charges that correspond to each combination of
 the applicable Insurance Charge, Distribution Charge (when applicable) and the
 charges for each optional benefit. Where an asset-based charge corresponding
 to a particular Sub-account within a new annuity product is identical to that
 in the same Sub-account within an existing annuity, the Unit Price for the new
 annuity will be identical to that of the existing annuity. In such cases, we
 will for reference purposes depict, in the condensed financial information for
 the new annuity, Unit Prices of the existing annuity. To the extent a
 Sub-account commenced operations during a particular calendar year, the Unit
 Price as of the end of the period reflects only the partial year results from
 the commencement of operations until December 31st of the applicable year.
 When a Unit Price was first calculated for a particular Sub-account, we set
 the price of that Unit at $10.00 per Unit. Thereafter, Unit Prices vary based
 on market performance. Unit Prices and Units are provided for Sub-accounts
 that commenced operations prior to January 1, 2008.


 *  Note: While a unit price is reflected for the maximum combination of asset
    based charges for each Sub-account, not all Sub-accounts are available if
    you elect certain optional benefits.
 ** The remaining unit values appear in the Statement of Additional
    Information, which you may obtain free of charge by sending in the request
    form at the end of the Prospectus or contacting us at 1-800-752-6342.


                                    ASAP III
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2000 to 12/31/2000                                           $8.99             33,897
    1/1/2001 to 12/31/2001                          $8.99            $6.86            136,976
    1/1/2002 to 12/31/2002                          $6.86            $5.53            153,652
    1/1/2003 to 12/31/2003                          $5.53            $7.13            362,254
    1/1/2004 to 12/31/2004                          $7.13            $8.24            553,542
    1/1/2005 to 12/31/2005                          $8.24            $9.04          1,051,557
    1/1/2006 to 12/31/2006                          $9.04           $10.96          1,002,727
    1/1/2007 to 12/31/2007                         $10.96           $11.84            985,495
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2000 to 12/31/2000                                          $18.68              6,782
    1/1/2001 to 12/31/2001                         $18.68           $14.10              5,277
    1/1/2002 to 12/31/2002                         $14.10           $10.35              7,064
    1/1/2003 to 12/31/2003                         $10.35           $14.32          1,166,396
    1/1/2004 to 12/31/2004                         $14.32           $16.42          1,953,908
    1/1/2005 to 12/31/2005                         $16.42           $18.90          2,113,594
    1/1/2006 to 12/31/2006                         $18.90           $22.58          1,664,525
    1/1/2007 to 12/31/2007                         $22.58           $26.55          1,428,930



                                      A-1






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST International Value
    1/1/2000 to 12/31/2000                                    $8.08             20,311
    1/1/2001 to 12/31/2001                   $8.08            $5.41             29,954
    1/1/2002 to 12/31/2002                   $5.41            $4.43             32,967
    1/1/2003 to 12/31/2003                   $4.43            $5.86             91,736
    1/1/2004 to 12/31/2004                   $5.86            $7.01            233,045
    1/1/2005 to 12/31/2005                   $7.01            $7.87            402,497
    1/1/2006 to 12/31/2006                   $7.87            $9.90            593,098
    1/1/2007 to 12/31/2007                   $9.90           $11.52            794,549
- --------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2000 to 12/31/2000                                    $9.72             23,151
    1/1/2001 to 12/31/2001                   $9.72            $8.64             49,536
    1/1/2002 to 12/31/2002                   $8.64            $7.48             46,925
    1/1/2003 to 12/31/2003                   $7.48            $9.40            123,219
    1/1/2004 to 12/31/2004                   $9.40           $10.98            213,485
    1/1/2005 to 12/31/2005                  $10.98           $11.67            218,705
    1/1/2006 to 12/31/2006                  $11.67           $14.32            349,460
    1/1/2007 to 12/31/2007                  $14.32           $15.47            339,584
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2000 to 12/31/2000                                   $20.25                978
    1/1/2001 to 12/31/2001                  $20.25           $18.70              2,439
    1/1/2002 to 12/31/2002                  $18.70           $12.12              6,331
    1/1/2003 to 12/31/2003                  $12.12           $17.38            145,364
    1/1/2004 to 12/31/2004                  $17.38           $15.97            107,136
    1/1/2005 to 12/31/2005                  $15.97           $16.00            126,824
    1/1/2006 to 12/31/2006                  $16.00           $17.80            111,114
    1/1/2007 to 12/31/2007                  $17.80           $18.83            118,021
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2000 to 12/31/2000                                    $9.17             35,743
    1/1/2001 to 12/31/2001                   $9.17            $6.48             41,602
    1/1/2002 to 12/31/2002                   $6.48            $4.71             44,611
    1/1/2003 to 12/31/2003                   $4.71            $6.86            258,089
    1/1/2004 to 12/31/2004                   $6.86            $7.41            293,384
    1/1/2005 to 12/31/2005                   $7.41            $7.35            267,925
    1/1/2006 to 12/31/2006                   $7.35            $7.82            344,893
    1/1/2007 to 12/31/2007                   $7.82            $9.17            382,635
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2000 to 12/31/2000                                    $9.08                243
    1/1/2001 to 12/31/2001                   $9.08            $7.12             10,912
    1/1/2002 to 12/31/2002                   $7.12            $4.98             25,040
    1/1/2003 to 12/31/2003                   $4.98            $8.33            859,909
    1/1/2004 to 12/31/2004                   $8.33           $10.12          1,169,995
    1/1/2005 to 12/31/2005                  $10.12           $10.94          1,386,930
    1/1/2006 to 12/31/2006                  $10.94           $12.20          1,165,926
    1/1/2007 to 12/31/2007                  $12.20           $13.39          1,078,773



                                      A-2






                                                                           Number of
                                       Accumulation     Accumulation      Accumulation
                                       Unit Value at    Unit Value at Units Outstanding at
                                    Beginning of Period End of Period    End of Period
                                                             
- ------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2000 to 12/31/2000                                 $11.41             15,339
    1/1/2001 to 12/31/2001                $11.41           $12.06             33,608
    1/1/2002 to 12/31/2002                $12.06           $10.79             66,744
    1/1/2003 to 12/31/2003                $10.79           $14.47            962,965
    1/1/2004 to 12/31/2004                $14.47           $16.64          1,293,786
    1/1/2005 to 12/31/2005                $16.64           $17.52          1,484,712
    1/1/2006 to 12/31/2006                $17.52           $20.77          1,198,255
    1/1/2007 to 12/31/2007                $20.77           $19.36          1,176,566
- ------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2000 to 12/31/2000                                     --                 --
    1/1/2001 to 12/31/2001                    --               --                 --
    1/1/2002 to 12/31/2002                    --            $7.69                124
    1/1/2003 to 12/31/2003                 $7.69           $10.89            131,066
    1/1/2004 to 12/31/2004                $10.89           $13.13            138,078
    1/1/2005 to 12/31/2005                $13.13           $13.12            187,206
    1/1/2006 to 12/31/2006                $13.12           $15.54            201,904
    1/1/2007 to 12/31/2007                $15.54           $12.62            180,260
- ------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2000 to 12/31/2000                                  $7.03              2,473
    1/1/2001 to 12/31/2001                 $7.03            $4.15             17,882
    1/1/2002 to 12/31/2002                 $4.15            $2.98             28,812
    1/1/2003 to 12/31/2003                 $2.98            $3.87          1,535,565
    1/1/2004 to 12/31/2004                 $3.87            $4.44          2,232,502
    1/1/2005 to 12/31/2005                 $4.44            $4.60          2,666,933
    1/1/2006 to 12/31/2006                 $4.60            $4.83          2,231,991
    1/1/2007 to 12/31/2007                 $4.83            $5.69          2,097,846
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2000 to 12/31/2000                                  $9.71             36,882
    1/1/2001 to 12/31/2001                 $9.71            $7.11             51,711
    1/1/2002 to 12/31/2002                 $7.11            $4.83             56,712
    1/1/2003 to 12/31/2003                 $4.83            $6.23            371,267
    1/1/2004 to 12/31/2004                 $6.23            $7.14            555,160
    1/1/2005 to 12/31/2005                 $7.14            $8.00            771,461
    1/1/2006 to 12/31/2006                 $8.00            $9.01            697,877
    1/1/2007 to 12/31/2007                 $9.01           $10.88            971,242
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2000 to 12/31/2000                                 $12.13             16,574
    1/1/2001 to 12/31/2001                $12.13           $11.62             56,219
    1/1/2002 to 12/31/2002                $11.62           $10.26             69,657
    1/1/2003 to 12/31/2003                $10.26           $13.82            781,348
    1/1/2004 to 12/31/2004                $13.82           $16.76          1,116,503
    1/1/2005 to 12/31/2005                $16.76           $18.55          1,303,740
    1/1/2006 to 12/31/2006                $18.55           $20.28          1,086,861
    1/1/2007 to 12/31/2007                $20.28           $20.66            975,347
- ------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2000 to 12/31/2000                                  $8.68             30,915
    1/1/2001 to 12/31/2001                 $8.68            $7.14             56,649
    1/1/2002 to 12/31/2002                 $7.14            $4.53             61,001
    1/1/2003 to 12/31/2003                 $4.53            $6.06            200,264
    1/1/2004 to 12/31/2004                 $6.06            $6.49            214,092
    1/1/2005 to 12/2/2005                  $6.49            $7.48                  0



                                      A-3






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2000 to 12/31/2000                                   $10.07             12,895
    1/1/2001 to 12/31/2001                  $10.07            $9.72             26,857
    1/1/2002 to 12/31/2002                   $9.72            $7.61             38,982
    1/1/2003 to 12/31/2003                   $7.61           $10.21            140,873
    1/1/2004 to 12/31/2004                  $10.21           $11.63            256,401
    1/1/2005 to 12/31/2005                  $11.63           $12.11            192,419
    1/1/2006 to 12/31/2006                  $12.11           $13.66            174,411
    1/1/2007 to 12/31/2007                  $13.66           $13.86            156,606
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2000 to 12/31/2000                                   $11.24                 --
    1/1/2001 to 12/31/2001                  $11.24           $11.18              1,879
    1/1/2002 to 12/31/2002                  $11.18           $10.42              4,994
    1/1/2003 to 12/31/2003                  $10.42           $13.75             75,013
    1/1/2004 to 12/31/2004                  $13.75           $17.81            192,336
    1/1/2005 to 12/31/2005                  $17.81           $23.11            254,041
    1/1/2006 to 12/31/2006                  $23.11           $26.44            291,510
    1/1/2007 to 12/31/2007                  $26.44           $36.68            378,258
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2000 to 12/31/2000                                    $8.46             97,356
    1/1/2001 to 12/31/2001                   $8.46            $7.12            106,762
    1/1/2002 to 12/31/2002                   $7.12            $4.86            106,056
    1/1/2003 to 12/31/2003                   $4.86            $5.93            263,698
    1/1/2004 to 12/31/2004                   $5.93            $6.19            326,194
    1/1/2005 to 12/31/2005                   $6.19            $7.12            512,012
    1/1/2006 to 12/31/2006                   $7.12            $7.43            608,747
    1/1/2007 to 12/31/2007                   $7.43            $7.94            919,355
- --------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2000 to 12/31/2000                                    $9.68              3,089
    1/1/2001 to 12/31/2001                   $9.68            $7.48             47,656
    1/1/2002 to 12/31/2002                   $7.48            $5.31            112,701
    1/1/2003 to 12/31/2003                   $5.31            $6.44            893,170
    1/1/2004 to 12/31/2004                   $6.44            $7.04            791,823
    1/1/2005 to 12/31/2005                   $7.04            $7.39          1,025,239
    1/1/2006 to 12/31/2006                   $7.39            $8.01            758,550
    1/1/2007 to 12/31/2007                   $8.01            $9.10            686,498
- --------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2000 to 12/31/2000                                   $10.09            114,992
    1/1/2001 to 12/31/2001                  $10.09            $7.80            182,904
    1/1/2002 to 12/31/2002                   $7.80            $6.50            228,033
    1/1/2003 to 12/31/2003                   $6.50            $8.46          4,075,719
    1/1/2004 to 12/31/2004                   $8.46            $9.67          5,717,404
    1/1/2005 to 12/31/2005                   $9.67           $10.20          7,048,021
    1/1/2006 to 12/31/2006                  $10.20           $10.80          5,983,458
    1/1/2007 to 12/31/2007                  $10.80           $12.26          5,638,342
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2000 to 12/31/2000                                    $7.90            235,747
    1/1/2001 to 12/31/2001                   $7.90            $5.33            404,404
    1/1/2002 to 12/31/2002                   $5.33            $3.69            405,437
    1/1/2003 to 12/31/2003                   $3.69            $4.57            604,491
    1/1/2004 to 12/31/2004                   $4.57            $4.68            733,920
    1/1/2005 to 12/31/2005                   $4.68            $4.77            657,833
    1/1/2006 to 12/31/2006                   $4.77            $5.18            791,152
    1/1/2007 to 12/31/2007                   $5.18            $5.84          1,134,004



                                      A-4






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2000 to 12/31/2000                                       $9.83               442
    1/1/2001 to 12/31/2001                      $9.83            $9.17             1,696
    1/1/2002 to 12/31/2002                      $9.17            $7.67             7,126
    1/1/2003 to 12/31/2003                      $7.67            $9.58            85,554
    1/1/2004 to 12/31/2004                      $9.58           $11.18           191,637
    1/1/2005 to 12/31/2005                     $11.18           $12.07           242,789
    1/1/2006 to 12/31/2006                     $12.07           $14.51           524,592
    1/1/2007 to 12/31/2007                     $14.51           $14.50           421,188
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2000 to 12/31/2000                                          --                --
    1/1/2001 to 12/31/2001                         --            $9.64                --
    1/1/2002 to 12/31/2002                      $9.64            $7.14            37,810
    1/1/2003 to 12/31/2003                      $7.14            $8.89           137,293
    1/1/2004 to 12/31/2004                      $8.89            $9.66           194,363
    1/1/2005 to 12/2/2005                       $9.66           $10.72                 0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2000 to 12/31/2000                                          --                --
    1/1/2001 to 12/31/2001                         --           $10.05            18,453
    1/1/2002 to 12/31/2002                     $10.05            $8.61            82,054
    1/1/2003 to 12/31/2003                      $8.61           $10.91           453,569
    1/1/2004 to 12/31/2004                     $10.91           $12.28           603,508
    1/1/2005 to 12/31/2005                     $12.28           $12.79           635,232
    1/1/2006 to 12/31/2006                     $12.79           $15.33           815,109
    1/1/2007 to 12/31/2007                     $15.33           $14.60           776,427
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2000 to 12/31/2000                                      $11.57            16,557
    1/1/2001 to 12/31/2001                     $11.57           $11.75            16,487
    1/1/2002 to 12/31/2002                     $11.75           $11.91            25,464
    1/1/2003 to 12/31/2003                     $11.91           $16.17           149,582
    1/1/2004 to 12/31/2004                     $16.17           $22.03           281,181
    1/1/2005 to 12/31/2005                     $22.03           $24.98           223,264
    1/1/2006 to 12/31/2006                     $24.98           $33.72           265,912
    1/1/2007 to 12/31/2007                     $33.72           $26.66           201,539
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2000 to 12/31/2000                                       $9.46             9,941
    1/1/2001 to 12/31/2001                      $9.46            $8.41            39,414
    1/1/2002 to 12/31/2002                      $8.41            $6.59            90,506
    1/1/2003 to 12/31/2003                      $6.59            $8.28           554,156
    1/1/2004 to 12/31/2004                      $8.28            $8.99           642,882
    1/1/2005 to 12/31/2005                      $8.99            $9.20           851,019
    1/1/2006 to 12/31/2006                      $9.20           $10.23           842,745
    1/1/2007 to 12/31/2007                     $10.23           $10.31           958,429
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2000 to 12/31/2000                                       $9.36            70,887
    1/1/2001 to 12/31/2001                      $9.36            $8.47           113,372
    1/1/2002 to 12/31/2002                      $8.47            $6.70           124,168
    1/1/2003 to 12/31/2003                      $6.70            $8.52           339,653
    1/1/2004 to 12/31/2004                      $8.52            $9.48           613,910
    1/1/2005 to 12/31/2005                      $9.48            $9.79           626,417
    1/1/2006 to 12/31/2006                      $9.79           $11.30           579,491
    1/1/2007 to 12/31/2007                     $11.30           $11.15           493,545



                                      A-5






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2000 to 12/31/2000                                                $10.53             34,439
    1/1/2001 to 12/31/2001                               $10.53           $10.35            205,232
    1/1/2002 to 12/31/2002                               $10.35            $7.84            142,152
    1/1/2003 to 12/31/2003                                $7.84           $10.25          3,076,626
    1/1/2004 to 12/31/2004                               $10.25           $11.24          4,119,501
    1/1/2005 to 12/31/2005                               $11.24           $11.63          5,200,126
    1/1/2006 to 12/31/2006                               $11.63           $13.46          3,863,961
    1/1/2007 to 12/31/2007                               $13.46           $13.98          3,567,122
- ---------------------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2000 to 12/31/2000                                                $10.32              8,596
    1/1/2001 to 12/31/2001                               $10.32            $9.31             44,212
    1/1/2002 to 12/31/2002                                $9.31            $7.59             44,419
    1/1/2003 to 12/31/2003                                $7.59            $8.99            204,589
    1/1/2004 to 12/31/2004                                $8.99           $10.25            417,314
    1/1/2005 to 12/31/2005                               $10.25           $10.77            694,885
    1/1/2006 to 12/31/2006                               $10.77           $12.60            680,203
    1/1/2007 to 12/31/2007                               $12.60           $12.07            680,350
- ---------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2000 to 12/31/2000                                                $10.14             30,678
    1/1/2001 to 12/31/2001                               $10.14            $8.84             38,208
    1/1/2002 to 12/31/2002                                $8.84            $7.38             34,451
    1/1/2003 to 12/31/2003                                $7.38            $8.71             61,801
    1/1/2004 to 12/31/2004                                $8.71            $9.55             78,619
    1/1/2005 to 12/31/2005                                $9.55           $10.09             80,896
    1/1/2006 to 12/31/2006                               $10.09           $11.07             97,906
    1/1/2007 to 12/31/2007                               $11.07           $11.15            378,693
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2000 to 12/31/2000                                                 $9.87              1,725
    1/1/2001 to 12/31/2001                                $9.87            $9.38              4,905
    1/1/2002 to 12/31/2002                                $9.38            $8.36              5,490
    1/1/2003 to 12/31/2003                                $8.36            $9.81            115,095
    1/1/2004 to 12/31/2004                                $9.81           $10.56            146,721
    1/1/2005 to 12/31/2005                               $10.56           $10.91            173,191
    1/1/2006 to 12/31/2006                               $10.91           $11.82            174,226
    1/1/2007 to 12/31/2007                               $11.82           $12.71            214,498
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2000 to 12/31/2000                                                $10.12              2,412
    1/1/2001 to 12/31/2001                               $10.12            $9.52             13,152
    1/1/2002 to 12/31/2002                                $9.52            $8.47             13,799
    1/1/2003 to 12/31/2003                                $8.47           $10.37            222,150
    1/1/2004 to 12/31/2004                               $10.37           $11.39            357,085
    1/1/2005 to 12/31/2005                               $11.39           $11.77            558,395
    1/1/2006 to 12/31/2006                               $11.77           $13.08            665,726
    1/1/2007 to 12/31/2007                               $13.08           $13.73            949,867



                                      A-6






                                                                       Number of
                                   Accumulation     Accumulation      Accumulation
                                   Unit Value at    Unit Value at Units Outstanding at
                                Beginning of Period End of Period    End of Period
                                                         
- --------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2000 to 12/31/2000                             $10.70                 --
    1/1/2001 to 12/31/2001            $10.70           $10.84             16,390
    1/1/2002 to 12/31/2002            $10.84           $12.32             36,987
    1/1/2003 to 12/31/2003            $12.32           $13.73            289,862
    1/1/2004 to 12/31/2004            $13.73           $14.73            657,913
    1/1/2005 to 12/31/2005            $14.73           $13.89            938,585
    1/1/2006 to 12/31/2006            $13.89           $14.58            836,914
    1/1/2007 to 12/31/2007            $14.58           $15.79            874,210
- --------------------------------------------------------------------------------------
AST High Yield
    1/1/2000 to 12/31/2000                              $9.37             12,929
    1/1/2001 to 12/31/2001             $9.37            $9.27             45,297
    1/1/2002 to 12/31/2002             $9.27            $9.16             73,614
    1/1/2003 to 12/31/2003             $9.16           $10.99            906,947
    1/1/2004 to 12/31/2004            $10.99           $12.06            957,756
    1/1/2005 to 12/31/2005            $12.06           $12.04            873,440
    1/1/2006 to 12/31/2006            $12.04           $13.12          1,019,726
    1/1/2007 to 12/31/2007            $13.12           $13.28            683,986
- --------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2000 to 12/31/2000                             $10.13                425
    1/1/2001 to 12/31/2001            $10.13           $10.30             16,628
    1/1/2002 to 12/31/2002            $10.30           $10.22             43,077
    1/1/2003 to 12/31/2003            $10.22           $11.98            814,135
    1/1/2004 to 12/31/2004            $11.98           $12.71          1,012,739
    1/1/2005 to 12/31/2005            $12.71           $12.69          1,294,706
    1/1/2006 to 12/31/2006            $12.69           $13.76          1,196,608
    1/1/2007 to 12/31/2007            $13.76           $14.42          1,051,089
- --------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2000 to 12/31/2000                             $10.97             37,918
    1/1/2001 to 12/31/2001            $10.97           $11.80            275,317
    1/1/2002 to 12/31/2002            $11.80           $12.72            362,294
    1/1/2003 to 12/31/2003            $12.72           $13.23          2,301,863
    1/1/2004 to 12/31/2004            $13.23           $13.72          3,074,732
    1/1/2005 to 12/31/2005            $13.72           $13.88          1,924,370
    1/1/2006 to 12/31/2006            $13.88           $14.22          2,004,498
    1/1/2007 to 12/31/2007            $14.22           $15.21          2,344,694
- --------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2000 to 12/31/2000                             $10.59              1,940
    1/1/2001 to 12/31/2001            $10.59           $11.29            112,948
    1/1/2002 to 12/31/2002            $11.29           $10.09             38,260
    1/1/2003 to 12/31/2003            $10.09           $12.08            956,856
    1/1/2004 to 12/31/2004            $12.08           $12.18          2,189,975
    1/1/2005 to 12/31/2005            $12.18           $12.22          2,996,257
    1/1/2006 to 12/31/2006            $12.22           $12.53          2,687,532
    1/1/2007 to 12/31/2007            $12.53           $13.21          2,594,813
- --------------------------------------------------------------------------------------
AST Money Market
    1/1/2000 to 12/31/2000                             $10.32             29,567
    1/1/2001 to 12/31/2001            $10.32           $10.57            179,509
    1/1/2002 to 12/31/2002            $10.57           $10.57            403,604
    1/1/2003 to 12/31/2003            $10.57           $10.51          1,245,396
    1/1/2004 to 12/31/2004            $10.51           $10.46          1,663,940
    1/1/2005 to 12/31/2005            $10.46           $10.62          3,179,376
    1/1/2006 to 12/31/2006            $10.62           $10.96          3,505,960
    1/1/2007 to 12/31/2007            $10.96           $11.36          4,361,361



                                      A-7






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
                                                 Beginning of Period End of Period    End of Period
                                                                          
- -------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2000 to 12/31/2000                                               $8.19             3,293
    1/1/2001 to 12/31/2001                              $8.19            $7.53             6,555
    1/1/2002 to 12/31/2002                              $7.53            $6.71             6,530
    1/1/2003 to 12/31/2003                              $6.71           $10.59           122,136
    1/1/2004 to 12/31/2004                             $10.59           $12.52           264,541
    1/1/2005 to 12/31/2005                             $12.52           $16.26           351,335
    1/1/2006 to 12/31/2006                             $16.26           $21.61           316,324
    1/1/2007 to 12/31/2007                             $21.61           $30.63           435,146
- -------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2000 to 12/31/2000                                              $17.01                --
    1/1/2001 to 12/31/2001                             $17.01           $15.89             1,992
    1/1/2002 to 12/31/2002                             $15.89           $12.67             1,063
    1/1/2003 to 12/31/2003                             $12.67           $15.79            10,586
    1/1/2004 to 12/31/2004                             $15.79           $17.32            19,612
    1/1/2005 to 12/31/2005                             $17.32           $18.02            23,574
    1/1/2006 to 12/31/2006                             $18.02           $21.10            23,739
    1/1/2007 to 12/31/2007                             $21.10           $21.43            20,467
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2000 to 12/31/2000                                               $9.99            22,264
    1/1/2001 to 12/31/2001                              $9.99            $6.80            15,825
    1/1/2002 to 12/31/2002                              $6.80            $4.57            18,808
    1/1/2003 to 12/31/2003                              $4.57            $6.22           137,600
    1/1/2004 to 12/31/2004                              $6.22            $6.96           188,184
    1/1/2005 to 12/31/2005                              $6.96            $7.61           135,001
    1/1/2006 to 12/31/2006                              $7.61            $8.73           124,196
    1/1/2007 to 12/31/2007                              $8.73            $9.67           132,861
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2000 to 12/31/2000                                               $7.98            25,984
    1/1/2001 to 12/31/2001                              $7.98            $4.27            35,767
    1/1/2002 to 12/31/2002                              $4.27            $2.24            30,448
    1/1/2003 to 12/31/2003                              $2.24            $3.21            42,720
    1/1/2004 to 12/31/2004                              $3.21            $3.32            78,567
    1/1/2005 to 12/31/2005                              $3.32            $3.35            77,941
    1/1/2006 to 12/31/2006                              $3.35            $3.65           254,798
    1/1/2007 to 12/31/2007                              $3.65            $3.89           126,039
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2000 to 12/31/2000                                              $13.14            32,969
    1/1/2001 to 12/31/2001                             $13.14           $11.35            27,104
    1/1/2002 to 12/31/2002                             $11.35            $8.46            19,405
    1/1/2003 to 12/31/2003                              $8.46           $10.68            59,116
    1/1/2004 to 12/31/2004                             $10.68           $11.34            92,506
    1/1/2005 to 12/31/2005                             $11.34           $12.12           106,295
    1/1/2006 to 12/31/2006                             $12.12           $12.59           110,470
    1/1/2007 to 12/31/2007                             $12.59           $13.91           109,826



                                      A-8






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2000 to 12/31/2000                                $12.38             9,786
    1/1/2001 to 12/31/2001               $12.38           $11.02             8,536
    1/1/2002 to 12/31/2002               $11.02            $9.26             7,204
    1/1/2003 to 12/31/2003                $9.26           $11.85            48,538
    1/1/2004 to 12/31/2004               $11.85           $12.72            44,091
    1/1/2005 to 12/31/2005               $12.72           $13.30            48,007
    1/1/2006 to 12/31/2006               $13.30           $15.30            89,614
    1/1/2007 to 12/31/2007               $15.30           $11.75            53,310
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2000 to 12/31/2000                                    --                --
    1/1/2001 to 12/31/2001                   --               --                --
    1/1/2002 to 12/31/2002                   --               --                --
    1/1/2003 to 12/31/2003                   --           $10.46            24,847
    1/1/2004 to 12/31/2004               $10.46           $12.31            62,400
    1/1/2005 to 12/31/2005               $12.31           $14.10           130,750
    1/1/2006 to 12/31/2006               $14.10           $17.15           182,002
    1/1/2007 to 12/31/2007               $17.15           $19.47           167,896
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2000 to 12/31/2000                                 $9.35                --
    1/1/2001 to 12/31/2001                $9.35            $8.49             5,085
    1/1/2002 to 12/31/2002                $8.49            $6.10             5,427
    1/1/2003 to 12/31/2003                $6.10            $9.16            69,344
    1/1/2004 to 12/31/2004                $9.16            $9.57            92,559
    1/1/2005 to 4/15/2005                 $9.57            $8.53                 0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2000 to 12/31/2000                                    --                --
    1/1/2001 to 12/31/2001                   --            $9.04                --
    1/1/2002 to 12/31/2002                $9.04               --                --
    1/1/2003 to 12/31/2003                   --            $9.21            15,743
    1/1/2004 to 12/31/2004                $9.21            $9.75            26,849
    1/1/2005 to 12/31/2005                $9.75           $10.00            18,356
    1/1/2006 to 12/31/2006               $10.00           $10.47            19,700
    1/1/2007 to 12/31/2007               $10.47           $11.58            38,907
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2000 to 12/31/2000                                    --                --
    1/1/2001 to 12/31/2001                   --               --                --
    1/1/2002 to 12/31/2002                   --               --                --
    1/1/2003 to 12/31/2003                   --               --                --
    1/1/2004 to 12/31/2004                   --               --                --
    1/1/2005 to 12/31/2005                   --           $11.47            64,775
    1/1/2006 to 12/31/2006               $11.47           $12.58            72,371
    1/1/2007 to 12/31/2007               $12.58           $13.79            85,135
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2000 to 12/31/2000                                 $9.30                --
    1/1/2001 to 12/31/2001                $9.30            $6.97             7,317
    1/1/2002 to 12/31/2002                $6.97            $5.11             2,539
    1/1/2003 to 12/31/2003                $5.11            $7.00            75,543
    1/1/2004 to 12/31/2004                $7.00            $7.90           201,444
    1/1/2005 to 12/31/2005                $7.90            $8.43            76,381
    1/1/2006 to 12/31/2006                $8.43            $9.79           370,628
    1/1/2007 to 12/31/2007                $9.79           $11.07           331,218



                                      A-9






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --           $12.66            47,272
    1/1/2004 to 12/31/2004          $12.66           $12.43            63,254
    1/1/2005 to 12/31/2005          $12.43           $14.67            83,233
    1/1/2006 to 12/31/2006          $14.67           $20.18           235,779
    1/1/2007 to 12/31/2007          $20.18           $29.44           204,415
- ------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --            $9.09            28,579
    1/1/2004 to 12/31/2004           $9.09            $9.65            87,251
    1/1/2005 to 12/31/2005           $9.65           $13.51           165,707
    1/1/2006 to 12/31/2006          $13.51           $14.79           117,156
    1/1/2007 to 12/31/2007          $14.79           $13.14            54,211
- ------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --           $10.97             8,886
    1/1/2004 to 12/31/2004          $10.97           $12.11            12,480
    1/1/2005 to 12/31/2005          $12.11           $11.94            44,665
    1/1/2006 to 12/31/2006          $11.94           $13.61            35,707
    1/1/2007 to 12/31/2007          $13.61            $9.77            12,962
- ------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --           $11.02            53,759
    1/1/2004 to 12/31/2004          $11.02           $12.00            42,597
    1/1/2005 to 12/31/2005          $12.00           $12.13            53,592
    1/1/2006 to 12/31/2006          $12.13           $13.84            67,645
    1/1/2007 to 12/31/2007          $13.84           $17.86           199,608
- ------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $8.38             3,279
    1/1/2002 to 12/31/2002           $8.38            $5.17               460
    1/1/2003 to 12/31/2003           $5.17            $7.14            20,329
    1/1/2004 to 12/31/2004           $7.14            $7.73            32,726
    1/1/2005 to 12/31/2005           $7.73            $9.11            73,804
    1/1/2006 to 12/31/2006           $9.11            $8.63            56,416
    1/1/2007 to 12/31/2007           $8.63            $8.42           165,309
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --            $9.10            13,935
    1/1/2004 to 12/31/2004           $9.10            $9.67            20,288
    1/1/2005 to 12/31/2005           $9.67            $9.10             3,866
    1/1/2006 to 12/31/2006           $9.10           $10.06            15,819
    1/1/2007 to 12/31/2007          $10.06            $9.12             5,165



                                     A-10






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --            $9.71             3,821
    1/1/2004 to 12/31/2004           $9.71           $10.47             7,578
    1/1/2005 to 12/31/2005          $10.47           $10.31             6,876
    1/1/2006 to 12/31/2006          $10.31           $11.46            39,408
    1/1/2007 to 12/31/2007          $11.46           $12.18           150,560
- ------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $9.20                --
    1/1/2002 to 12/31/2002           $9.20               --                --
    1/1/2003 to 12/31/2003              --            $9.10            50,155
    1/1/2004 to 12/31/2004           $9.10           $11.62           186,654
    1/1/2005 to 12/31/2005          $11.62           $15.07           278,771
    1/1/2006 to 12/31/2006          $15.07           $17.96           226,319
    1/1/2007 to 12/31/2007          $17.96           $23.49           230,618
- ------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $9.23             8,154
    1/1/2002 to 12/31/2002           $9.23            $7.76             3,258
    1/1/2003 to 12/31/2003           $7.76            $9.88            32,283
    1/1/2004 to 12/31/2004           $9.88           $10.77            70,662
    1/1/2005 to 12/31/2005          $10.77           $11.06            43,105
    1/1/2006 to 12/31/2006          $11.06           $12.81           108,064
    1/1/2007 to 12/31/2007          $12.81           $10.23            27,930
- ------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $9.37             2,564
    1/1/2002 to 12/31/2002           $9.37            $7.15             1,235
    1/1/2003 to 12/31/2003           $7.15            $8.29            23,591
    1/1/2004 to 12/31/2004           $8.29            $8.38            91,641
    1/1/2005 to 12/31/2005           $8.38            $8.77            83,943
    1/1/2006 to 12/31/2006           $8.77            $9.12           179,877
    1/1/2007 to 12/31/2007           $9.12            $9.60           255,222
- ------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --           $10.08            11,186
    1/1/2004 to 12/31/2004          $10.08           $11.27            22,333
    1/1/2005 to 12/31/2005          $11.27           $11.40             9,851
    1/1/2006 to 12/31/2006          $11.40           $12.57            21,635
    1/1/2007 to 12/31/2007          $12.57           $13.87            15,320
- ------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --           $15.10             8,287
    1/1/2004 to 12/31/2004          $15.10           $18.08            20,851
    1/1/2005 to 12/31/2005          $18.08           $19.18            46,724
    1/1/2006 to 12/31/2006          $19.18           $19.20             6,326
    1/1/2007 to 12/31/2007          $19.20           $20.89            16,744



                                     A-11






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2000 to 12/31/2000                                --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --               --                --
    1/1/2003 to 12/31/2003               --            $8.95            24,743
    1/1/2004 to 12/31/2004            $8.95            $8.02            27,913
    1/1/2005 to 12/31/2005            $8.02            $7.62            36,753
    1/1/2006 to 12/31/2006            $7.62            $8.44           116,086
    1/1/2007 to 12/31/2007            $8.44            $8.53            85,082
- -------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2000 to 12/31/2000                                --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --            $9.73             1,179
    1/1/2003 to 12/31/2003            $9.73           $13.38            89,687
    1/1/2004 to 12/31/2004           $13.38           $11.90           102,230
    1/1/2005 to 12/31/2005           $11.90           $14.84           200,315
    1/1/2006 to 12/31/2006           $14.84           $15.74           233,772
    1/1/2007 to 12/31/2007           $15.74           $19.03           203,953
- -------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2000 to 12/31/2000                                --                --
    1/1/2001 to 12/31/2001               --           $10.78             2,306
    1/1/2002 to 12/31/2002           $10.78           $10.65             2,230
    1/1/2003 to 12/31/2003           $10.65           $14.00            18,355
    1/1/2004 to 12/31/2004           $14.00           $17.58            53,006
    1/1/2005 to 12/31/2005           $17.58           $18.54            31,980
    1/1/2006 to 12/31/2006           $18.54           $24.25            61,873
    1/1/2007 to 12/31/2007           $24.25           $19.25            39,817
- -------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/2000 to 12/31/2000                                --                --
    1/1/2001 to 12/31/2001               --               --                --
    1/1/2002 to 12/31/2002               --               --                --
    1/1/2003 to 12/31/2003               --            $9.58            17,621
    1/1/2004 to 12/31/2004            $9.58            $7.23            52,485
    1/1/2005 to 12/31/2005            $7.23            $7.76            68,309
    1/1/2006 to 12/31/2006            $7.76            $7.12             9,658
    1/1/2007 to 12/31/2007            $7.12            $7.53            18,356
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2000 to 12/31/2000                                --                --
    1/1/2001 to 12/31/2001               --            $5.92            12,704
    1/1/2002 to 12/31/2002            $5.92               --                --
    1/1/2003 to 12/31/2003               --            $5.00            74,180
    1/1/2004 to 12/31/2004            $5.00            $4.91            88,720
    1/1/2005 to 12/31/2005            $4.91            $4.91           109,698
    1/1/2006 to 12/31/2006            $4.91            $5.24            74,232
    1/1/2007 to 12/31/2007            $5.24            $5.92           199,048
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2000 to 12/31/2000                                --                --
    1/1/2001 to 12/31/2001               --            $7.11                --
    1/1/2002 to 12/31/2002            $7.11               --                --
    1/1/2003 to 12/31/2003               --            $4.41            30,179
    1/1/2004 to 12/31/2004            $4.41            $5.04           118,731
    1/1/2005 to 12/31/2005            $5.04            $4.64            45,279
    1/1/2006 to 12/31/2006            $4.64            $6.16           207,252
    1/1/2007 to 12/31/2007            $6.16            $6.59           120,262



                                     A-12






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $8.13                --
    1/1/2002 to 12/31/2002           $8.13            $6.11               491
    1/1/2003 to 12/31/2003           $6.11            $7.32            18,902
    1/1/2004 to 12/31/2004           $7.32            $8.75            79,702
    1/1/2005 to 12/31/2005           $8.75            $9.77           213,813
    1/1/2006 to 12/31/2006           $9.77           $11.51           237,712
    1/1/2007 to 12/31/2007          $11.51           $13.16           338,965
- ------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --               --                --
    1/1/2002 to 12/31/2002              --               --                --
    1/1/2003 to 12/31/2003              --            $9.91           394,427
    1/1/2004 to 12/31/2004           $9.91           $10.65           412,259
    1/1/2005 to 12/31/2005          $10.65           $10.80           384,503
    1/1/2006 to 12/31/2006          $10.80           $12.12           306,353
    1/1/2007 to 12/31/2007          $12.12           $12.40           217,866
- ------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --           $11.55                --
    1/1/2002 to 12/31/2002          $11.55           $13.78             2,012
    1/1/2003 to 12/31/2003          $13.78           $10.26            28,299
    1/1/2004 to 12/31/2004          $10.26            $9.09            16,155
    1/1/2005 to 12/31/2005           $9.09            $8.86            35,612
    1/1/2006 to 12/31/2006           $8.86            $8.09            56,286
    1/1/2007 to 12/31/2007           $8.09            $8.04            56,088
- ------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $7.48                --
    1/1/2002 to 12/31/2002           $7.48            $4.72             2,988
    1/1/2003 to 12/31/2003           $4.72            $7.13            56,257
    1/1/2004 to 12/31/2004           $7.13            $8.25           305,666
    1/1/2005 to 12/31/2005           $8.25            $8.36            82,031
    1/1/2006 to 12/31/2006           $8.36           $10.16            91,153
    1/1/2007 to 12/31/2007          $10.16           $10.11           117,940
- ------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/2000 to 12/31/2000                               --                --
    1/1/2001 to 12/31/2001              --            $5.77                --
    1/1/2002 to 12/31/2002           $5.77               --                --
    1/1/2003 to 12/31/2003              --            $5.07           257,947
    1/1/2004 to 12/31/2004           $5.07            $5.44           293,311
    1/1/2005 to 12/31/2005           $5.44            $5.38           234,956
    1/1/2006 to 12/31/2006           $5.38            $5.60           266,020
    1/1/2007 to 12/31/2007           $5.60            $6.50           383,014



                                     A-13






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2000 to 12/31/2000                                  --                 --
    1/1/2001 to 12/31/2001                 --               --                 --
    1/1/2002 to 12/31/2002                 --           $11.03                934
    1/1/2003 to 12/31/2003             $11.03            $6.83             40,617
    1/1/2004 to 12/31/2004              $6.83            $5.99             77,280
    1/1/2005 to 12/31/2005              $5.99            $5.97             77,757
    1/1/2006 to 12/31/2006              $5.97            $5.81             53,401
    1/1/2007 to 12/31/2007              $5.81            $5.08             37,820
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2000 to 12/31/2000                               $4.06              3,787
    1/1/2001 to 12/31/2001              $4.06            $1.25             58,556
    1/1/2002 to 12/31/2002              $1.25               --                 --
    1/1/2003 to 12/31/2003                 --            $0.77            890,270
    1/1/2004 to 12/31/2004              $0.77            $0.87          6,405,048
    1/1/2005 to 12/31/2005              $0.87            $0.82          7,044,313
    1/1/2006 to 12/31/2006              $0.82            $0.85          6,941,343
    1/1/2007 to 12/31/2007              $0.85            $1.08          6,538,979
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    1/1/2000 to 12/31/2000                                  --                 --
    1/1/2001 to 12/31/2001                 --               --                 --
    1/1/2002 to 12/31/2002                 --               --                 --
    1/1/2003 to 12/31/2003                 --           $10.30             59,964
    1/1/2004 to 12/31/2004             $10.30           $11.80             87,968
    1/1/2005 to 12/31/2005             $11.80           $12.68             86,401
    1/1/2006 to 12/31/2006             $12.68           $14.06            216,242
    1/1/2007 to 12/31/2007             $14.06           $14.02            130,141
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2000 to 12/31/2000                                  --                 --
    1/1/2001 to 12/31/2001                 --               --                 --
    1/1/2002 to 12/31/2002                 --               --                 --
    1/1/2003 to 12/31/2003                 --            $9.75             24,107
    1/1/2004 to 12/31/2004              $9.75           $10.70             80,520
    1/1/2005 to 12/31/2005             $10.70           $11.75            181,173
    1/1/2006 to 12/31/2006             $11.75           $12.06             55,706
    1/1/2007 to 12/31/2007             $12.06           $13.31             89,654
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2000 to 12/31/2000                                  --                 --
    1/1/2001 to 12/31/2001                 --               --                 --
    1/1/2002 to 12/31/2002                 --               --                 --
    1/1/2003 to 12/31/2003                 --            $9.62             34,556
    1/1/2004 to 12/31/2004              $9.62           $12.13            115,073
    1/1/2005 to 12/31/2005             $12.13           $14.12            150,869
    1/1/2006 to 12/31/2006             $14.12           $15.42            133,297
    1/1/2007 to 12/31/2007             $15.42           $16.14             93,025



                                     A-14






                                                                            Number of
                                        Accumulation     Accumulation      Accumulation
                                        Unit Value at    Unit Value at Units Outstanding at
                                     Beginning of Period End of Period    End of Period
                                                              
- -------------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2000 to 12/31/2000                                      --                --
    1/1/2001 to 12/31/2001                     --               --                --
    1/1/2002 to 12/31/2002                     --               --                --
    1/1/2003 to 12/31/2003                     --            $9.46           105,751
    1/1/2004 to 12/31/2004                  $9.46           $11.22           123,988
    1/1/2005 to 12/31/2005                 $11.22           $11.52            53,564
    1/1/2006 to 12/31/2006                 $11.52           $13.36           181,265
    1/1/2007 to 12/31/2007                 $13.36           $12.24            56,109
- -------------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2000 to 12/31/2000                                      --                --
    1/1/2001 to 12/31/2001                     --               --                --
    1/1/2002 to 12/31/2002                     --               --                --
    1/1/2003 to 12/31/2003                     --           $10.23            65,882
    1/1/2004 to 12/31/2004                 $10.23           $12.11           237,000
    1/1/2005 to 12/31/2005                 $12.11           $12.86           341,834
    1/1/2006 to 12/31/2006                 $12.86           $13.79           103,542
    1/1/2007 to 12/31/2007                 $13.79           $14.17            70,944
- -------------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2000 to 12/31/2000                                   $9.32             3,174
    1/1/2001 to 12/31/2001                  $9.32            $8.50                --
    1/1/2002 to 12/31/2002                  $8.50            $4.82               953
    1/1/2003 to 12/31/2003                  $4.82            $9.49            60,051
    1/1/2004 to 12/31/2004                  $9.49           $12.28           143,175
    1/1/2005 to 12/31/2005                 $12.28           $12.10            52,922
    1/1/2006 to 12/31/2006                 $12.10           $15.06            56,197
    1/1/2007 to 12/31/2007                 $15.06           $12.91            55,859
- -------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2000 to 12/31/2000                                      --                --
    1/1/2001 to 12/31/2001                     --               --                --
    1/1/2002 to 12/31/2002                     --           $11.59             1,005
    1/1/2003 to 12/31/2003                 $11.59           $11.15            20,058
    1/1/2004 to 12/31/2004                 $11.15           $11.91            42,782
    1/1/2005 to 12/31/2005                 $11.91           $12.83           119,421
    1/1/2006 to 12/31/2006                 $12.83           $12.09            50,469
    1/1/2007 to 12/31/2007                 $12.09           $13.15           250,069
- -------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2000 to 12/31/2000                                      --                --
    1/1/2001 to 12/31/2001                     --               --                --
    1/1/2002 to 12/31/2002                     --               --                --
    1/1/2003 to 12/31/2003                     --            $7.61            78,428
    1/1/2004 to 12/31/2004                  $7.61            $6.70           266,169
    1/1/2005 to 12/31/2005                  $6.70            $6.09           302,975
    1/1/2006 to 12/31/2006                  $6.09            $6.63           268,688
    1/1/2007 to 12/31/2007                  $6.63            $6.20           268,294
- -------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2000 to 12/31/2000                                      --                --
    1/1/2001 to 12/31/2001                     --               --                --
    1/1/2002 to 12/31/2002                     --               --                --
    1/1/2003 to 12/31/2003                     --               --                --
    1/1/2004 to 12/31/2004                     --               --                --
    1/1/2005 to 12/31/2005                     --           $10.59           299,437
    1/1/2006 to 12/31/2006                 $10.59           $11.46            27,550
    1/1/2007 to 12/31/2007                 $11.46           $11.90           350,487



                                     A-15






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2000 to 12/31/2000                                           $7.44            32,451
    1/1/2001 to 12/31/2001                          $7.44            $4.73            31,543
    1/1/2002 to 12/31/2002                          $4.73            $2.95            23,080
    1/1/2003 to 12/31/2003                          $2.95            $3.99            22,064
    1/1/2004 to 12/31/2004                          $3.99            $4.38            33,075
    1/1/2005 to 12/31/2005                          $4.38            $4.35            14,496
    1/1/2006 to 12/31/2006                          $4.35            $4.47            19,492
    1/1/2007 to 12/31/2007                          $4.47            $4.67            73,318
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2000 to 12/31/2000                                              --                --
    1/1/2001 to 12/31/2001                             --               --                --
    1/1/2002 to 12/31/2002                             --               --                --
    1/1/2003 to 12/31/2003                             --           $13.20           476,951
    1/1/2004 to 12/31/2004                         $13.20           $14.64           695,591
    1/1/2005 to 12/31/2005                         $14.64           $15.50           732,182
    1/1/2006 to 12/31/2006                         $15.50           $17.07           751,781
    1/1/2007 to 12/31/2007                         $17.07           $18.45           676,438
- ---------------------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2000 to 12/31/2000                                              --                --
    1/1/2001 to 12/31/2001                             --               --                --
    1/1/2002 to 12/31/2002                             --               --                --
    1/1/2003 to 12/31/2003                             --           $12.05            10,069
    1/1/2004 to 12/31/2004                         $12.05           $12.35            24,245
    1/1/2005 to 12/31/2005                         $12.35           $11.81            25,001
    1/1/2006 to 12/31/2006                         $11.81           $14.64            50,230
    1/1/2007 to 12/31/2007                         $14.64           $14.55            42,707
- ---------------------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2000 to 12/31/2000                                              --                --
    1/1/2001 to 12/31/2001                             --               --                --
    1/1/2002 to 12/31/2002                             --               --                --
    1/1/2003 to 12/31/2003                             --               --                --
    1/1/2004 to 12/31/2004                             --               --                --
    1/1/2005 to 12/31/2005                             --            $9.79           290,982
    1/1/2006 to 12/31/2006                          $9.79           $11.42           415,893
    1/1/2007 to 12/31/2007                         $11.42           $11.40           397,672
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2000 to 12/31/2000                                              --                --
    1/1/2001 to 12/31/2001                             --               --                --
    1/1/2002 to 12/31/2002                             --               --                --
    1/1/2003 to 12/31/2003                             --           $12.96             8,569
    1/1/2004 to 12/31/2004                         $12.96           $16.05            22,405
    1/1/2005 to 12/31/2005                         $16.05           $17.46            52,338
    1/1/2006 to 12/31/2006                         $17.46           $23.87           152,515
    1/1/2007 to 12/31/2007                         $23.87           $26.71           239,619



                                     A-16






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2000 to 12/31/2000                                  --                --
    1/1/2001 to 12/31/2001                 --               --                --
    1/1/2002 to 12/31/2002                 --               --                --
    1/1/2003 to 12/31/2003                 --           $11.89             5,532
    1/1/2004 to 12/31/2004             $11.89           $13.34            43,536
    1/1/2005 to 12/31/2005             $13.34           $13.72            46,537
    1/1/2006 to 12/31/2006             $13.72           $13.94            45,207
    1/1/2007 to 12/31/2007             $13.94           $14.35            57,244
- ---------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2000 to 12/31/2000                                  --                --
    1/1/2001 to 12/31/2001                 --               --                --
    1/1/2002 to 12/31/2002                 --               --                --
    1/1/2003 to 12/31/2003                 --               --                --
    1/1/2004 to 12/31/2004                 --           $12.54             7,266
    1/1/2005 to 12/31/2005             $12.54           $12.79            10,385
    1/1/2006 to 12/31/2006             $12.79           $13.76            15,488
    1/1/2007 to 12/31/2007             $13.76           $16.54            27,898
- ---------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2000 to 12/31/2000                                  --                --
    1/1/2001 to 12/31/2001                 --               --                --
    1/1/2002 to 12/31/2002                 --               --                --
    1/1/2003 to 12/31/2003                 --               --                --
    1/1/2004 to 12/31/2004                 --           $16.61            33,213
    1/1/2005 to 12/31/2005             $16.61           $19.64           130,528
    1/1/2006 to 12/31/2006             $19.64           $19.95           178,140
    1/1/2007 to 12/31/2007             $19.95           $23.28           204,229
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2000 to 12/31/2000                                  --                --
    1/1/2001 to 12/31/2001                 --               --                --
    1/1/2002 to 12/31/2002                 --               --                --
    1/1/2003 to 12/31/2003                 --               --                --
    1/1/2004 to 12/31/2004                 --               --                --
    1/1/2005 to 12/31/2005                 --           $10.35            98,334
    1/1/2006 to 12/31/2006             $10.35           $11.14            87,853
    1/1/2007 to 12/31/2007             $11.14           $11.77           111,093
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2000 to 12/31/2000                                  --                --
    1/1/2001 to 12/31/2001                 --               --                --
    1/1/2002 to 12/31/2002                 --               --                --
    1/1/2003 to 12/31/2003                 --               --                --
    1/1/2004 to 12/31/2004                 --           $10.37             3,839
    1/1/2005 to 12/31/2005             $10.37           $10.55           131,175
    1/1/2006 to 12/31/2006             $10.55           $12.37           296,094
    1/1/2007 to 12/31/2007             $12.37           $12.23           172,527
- ---------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2000 to 12/31/2000                                  --                --
    1/1/2001 to 12/31/2001                 --               --                --
    1/1/2002 to 12/31/2002                 --               --                --
    1/1/2003 to 12/31/2003                 --               --                --
    1/1/2004 to 12/31/2004                 --            $9.70               571
    1/1/2005 to 12/31/2005              $9.70            $8.67               975
    1/1/2006 to 12/31/2006              $8.67            $8.26             4,948
    1/1/2007 to 12/31/2007              $8.26            $7.92            17,295



                                     A-17






                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2000 to 12/31/2000                                               --                 --
    1/1/2001 to 12/31/2001                              --               --                 --
    1/1/2002 to 12/31/2002                              --               --                 --
    1/1/2003 to 12/31/2003                              --               --                 --
    1/1/2004 to 12/31/2004                              --            $9.55              7,859
    1/1/2005 to 12/31/2005                           $9.55            $9.15             11,578
    1/1/2006 to 12/31/2006                           $9.15            $7.97              6,984
    1/1/2007 to 12/31/2007                           $7.97            $8.23             35,184
- ----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2000 to 12/31/2000                                               --                 --
    1/1/2001 to 12/31/2001                              --               --                 --
    1/1/2002 to 12/31/2002                              --               --                 --
    1/1/2003 to 12/31/2003                              --               --                 --
    1/1/2004 to 12/31/2004                              --           $10.53             18,568
    1/1/2005 to 12/31/2005                          $10.53           $12.10             32,119
    1/1/2006 to 12/31/2006                          $12.10           $14.47            100,114
    1/1/2007 to 12/31/2007                          $14.47           $17.08            109,207
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2000 to 12/31/2000                                               --                 --
    1/1/2001 to 12/31/2001                              --               --                 --
    1/1/2002 to 12/31/2002                              --               --                 --
    1/1/2003 to 12/31/2003                              --               --                 --
    1/1/2004 to 12/31/2004                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $10.00            171,403
    1/1/2006 to 12/31/2006                          $10.00           $11.42          1,094,157
    1/1/2007 to 12/31/2007                          $11.42           $12.36          1,458,079
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2000 to 12/31/2000                                               --                 --
    1/1/2001 to 12/31/2001                              --               --                 --
    1/1/2002 to 12/31/2002                              --               --                 --
    1/1/2003 to 12/31/2003                              --               --                 --
    1/1/2004 to 12/31/2004                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $10.01            403,183
    1/1/2006 to 12/31/2006                          $10.01           $11.24          4,226,992
    1/1/2007 to 12/31/2007                          $11.24           $12.18          5,738,690
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2000 to 12/31/2000                                               --                 --
    1/1/2001 to 12/31/2001                              --               --                 --
    1/1/2002 to 12/31/2002                              --               --                 --
    1/1/2003 to 12/31/2003                              --               --                 --
    1/1/2004 to 12/31/2004                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $10.02            405,782
    1/1/2006 to 12/31/2006                          $10.02           $11.06          3,716,970
    1/1/2007 to 12/31/2007                          $11.06           $11.93          5,006,440
- ----------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2000 to 12/31/2000                                               --                 --
    1/1/2001 to 12/31/2001                              --               --                 --
    1/1/2002 to 12/31/2002                              --               --                 --
    1/1/2003 to 12/31/2003                              --               --                 --
    1/1/2004 to 12/31/2004                              --               --                 --
    1/1/2005 to 12/31/2005                              --           $10.03             53,897
    1/1/2006 to 12/31/2006                          $10.03           $10.95          1,008,771
    1/1/2007 to 12/31/2007                          $10.95           $11.79          1,635,321



                                     A-18






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2000 to 12/31/2000                                                       --                 --
    1/1/2001 to 12/31/2001                                      --               --                 --
    1/1/2002 to 12/31/2002                                      --               --                 --
    1/1/2003 to 12/31/2003                                      --               --                 --
    1/1/2004 to 12/31/2004                                      --               --                 --
    1/1/2005 to 12/31/2005                                      --           $10.04            215,279
    1/1/2006 to 12/31/2006                                  $10.04           $10.70            443,968
    1/1/2007 to 12/31/2007                                  $10.70           $11.49            649,597
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.69            795,953
    1/1/2007 to 12/31/2007                                  $10.69           $11.56          1,509,134
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.61            563,523
    1/1/2007 to 12/31/2007                                  $10.61           $11.38          1,273,685
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.52            510,953
    1/1/2007 to 12/31/2007                                  $10.52           $11.57          1,352,476
- ------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $11.51             31,450
- ------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.04                  0
- ------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.19                  0
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.17                  0
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.00              7,406
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98             48,832



 *  Denotes the start date of these sub-accounts.


                                    ASAP III
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                ACCUMULATION UNIT VALUES: With LT5, HDV and EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2005 to 12/31/2005                                          $10.57              0
    1/1/2006 to 12/31/2006                         $10.57           $12.64              0
    1/1/2007 to 12/31/2007                         $12.64           $13.47              0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2005 to 12/31/2005                                          $11.20              0
    1/1/2006 to 12/31/2006                         $11.20           $13.19              0
    1/1/2007 to 12/31/2007                         $13.19           $15.30              0



                                     A-19






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST International Value
    1/1/2005 to 12/31/2005                                   $10.62              0
    1/1/2006 to 12/31/2006                  $10.62           $13.19              0
    1/1/2007 to 12/31/2007                  $13.19           $15.13              0
- --------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2005 to 12/31/2005                                   $10.39              0
    1/1/2006 to 12/31/2006                  $10.39           $12.59              0
    1/1/2007 to 12/31/2007                  $12.59           $13.41              0
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2005 to 12/31/2005                                   $10.35              0
    1/1/2006 to 12/31/2006                  $10.35           $11.35              0
    1/1/2007 to 12/31/2007                  $11.35           $11.84              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2005 to 12/31/2005                                   $10.23              0
    1/1/2006 to 12/31/2006                  $10.23           $10.74              0
    1/1/2007 to 12/31/2007                  $10.74           $12.41              0
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2005 to 12/31/2005                                   $10.87              0
    1/1/2006 to 12/31/2006                  $10.87           $11.96              0
    1/1/2007 to 12/31/2007                  $11.96           $12.95              0
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2005 to 12/31/2005                                   $10.56              0
    1/1/2006 to 12/31/2006                  $10.56           $12.35              0
    1/1/2007 to 12/31/2007                  $12.35           $11.35              0
- --------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2005 to 12/31/2005                                    $9.94              0
    1/1/2006 to 12/31/2006                   $9.94           $11.61              0
    1/1/2007 to 12/31/2007                  $11.61            $9.30              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2005 to 12/31/2005                                   $10.49              0
    1/1/2006 to 12/31/2006                  $10.49           $10.86              0
    1/1/2007 to 12/31/2007                  $10.86           $12.63              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2005 to 12/31/2005                                   $11.25              0
    1/1/2006 to 12/31/2006                  $11.25           $12.49              0
    1/1/2007 to 12/31/2007                  $12.49           $14.87              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2005 to 12/31/2005                                   $10.80              0
    1/1/2006 to 12/31/2006                  $10.80           $11.65              0
    1/1/2007 to 12/31/2007                  $11.65           $11.70              0
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2005 to 12/2/2005                                    $11.63              0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2005 to 12/31/2005                                   $10.27              0
    1/1/2006 to 12/31/2006                  $10.27           $11.43              0
    1/1/2007 to 12/31/2007                  $11.43           $11.44              0
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2005 to 12/31/2005                                   $11.65              0
    1/1/2006 to 12/31/2006                  $11.65           $13.14              0
    1/1/2007 to 12/31/2007                  $13.14           $17.98              0



                                     A-20






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2005 to 12/31/2005                                      $12.02              0
    1/1/2006 to 12/31/2006                     $12.02           $12.37              0
    1/1/2007 to 12/31/2007                     $12.37           $13.04              0
- -----------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2005 to 12/31/2005                                      $10.67              0
    1/1/2006 to 12/31/2006                     $10.67           $11.40              0
    1/1/2007 to 12/31/2007                     $11.40           $12.78              0
- -----------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2005 to 12/31/2005                                      $10.82              0
    1/1/2006 to 12/31/2006                     $10.82           $11.30              0
    1/1/2007 to 12/31/2007                     $11.30           $12.65              0
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2005 to 12/31/2005                                      $10.67              0
    1/1/2006 to 12/31/2006                     $10.67           $11.44              0
    1/1/2007 to 12/31/2007                     $11.44           $12.69              0
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2005 to 12/31/2005                                      $10.63              0
    1/1/2006 to 12/31/2006                     $10.63           $12.60              0
    1/1/2007 to 12/31/2007                     $12.60           $12.42              0
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2005 to 12/31/2005                                      $11.24              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2005 to 12/31/2005                                      $10.23              0
    1/1/2006 to 12/31/2006                     $10.23           $12.09              0
    1/1/2007 to 12/31/2007                     $12.09           $11.36              0
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2005 to 12/31/2005                                      $11.92              0
    1/1/2006 to 12/31/2006                     $11.92           $15.88              0
    1/1/2007 to 12/31/2007                     $15.88           $12.38              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2005 to 12/31/2005                                      $10.32              0
    1/1/2006 to 12/31/2006                     $10.32           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $11.25              0
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2005 to 12/31/2005                                      $10.25              0
    1/1/2006 to 12/31/2006                     $10.25           $11.67              0
    1/1/2007 to 12/31/2007                     $11.67           $11.35              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2005 to 12/31/2005                                      $10.18              0
    1/1/2006 to 12/31/2006                     $10.18           $11.63              0
    1/1/2007 to 12/31/2007                     $11.63           $11.91              0
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2005 to 12/31/2005                                      $10.47              0
    1/1/2006 to 12/31/2006                     $10.47           $12.08              0
    1/1/2007 to 12/31/2007                     $12.08           $11.42              0
- -----------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2005 to 12/31/2005                                      $10.54              0
    1/1/2006 to 12/31/2006                     $10.54           $11.41              0
    1/1/2007 to 12/31/2007                     $11.41           $11.33              0



                                     A-21






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2005 to 12/31/2005                                                $10.23              0
    1/1/2006 to 12/31/2006                               $10.23           $10.93              0
    1/1/2007 to 12/31/2007                               $10.93           $11.60              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2005 to 12/31/2005                                                $10.27              0
    1/1/2006 to 12/31/2006                               $10.27           $11.26              0
    1/1/2007 to 12/31/2007                               $11.26           $11.66              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2005 to 12/31/2005                                                 $9.37              0
    1/1/2006 to 12/31/2006                                $9.37            $9.70              0
    1/1/2007 to 12/31/2007                                $9.70           $10.36              0
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    1/1/2005 to 12/31/2005                                                 $9.78              0
    1/1/2006 to 12/31/2006                                $9.78           $10.51              0
    1/1/2007 to 12/31/2007                               $10.51           $10.49              0
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2005 to 12/31/2005                                                 $9.87              0
    1/1/2006 to 12/31/2006                                $9.87           $10.56              0
    1/1/2007 to 12/31/2007                               $10.56           $10.91              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2005 to 12/31/2005                                                $10.07              0
    1/1/2006 to 12/31/2006                               $10.07           $10.17              0
    1/1/2007 to 12/31/2007                               $10.17           $10.73              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2005 to 12/31/2005                                                 $9.98              0
    1/1/2006 to 12/31/2006                                $9.98           $10.09              0
    1/1/2007 to 12/31/2007                               $10.09           $10.49              0
- ---------------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2005 to 12/31/2005                                                $10.02              0
    1/1/2006 to 12/31/2006                               $10.02           $10.21              0
    1/1/2007 to 12/31/2007                               $10.21           $10.43              0
- ---------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2005 to 12/31/2005                                                $11.97              0
    1/1/2006 to 12/31/2006                               $11.97           $15.69              0
    1/1/2007 to 12/31/2007                               $15.69           $21.92              0
- ---------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2005 to 12/31/2005                                                $10.12              0
    1/1/2006 to 12/31/2006                               $10.12           $11.68              0
    1/1/2007 to 12/31/2007                               $11.68           $11.70              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2005 to 12/31/2005                                                $10.83              0
    1/1/2006 to 12/31/2006                               $10.83           $12.25              0
    1/1/2007 to 12/31/2007                               $12.25           $13.38              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2005 to 12/31/2005                                                $10.64              0
    1/1/2006 to 12/31/2006                               $10.64           $11.45              0
    1/1/2007 to 12/31/2007                               $11.45           $12.01              0



                                     A-22






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2005 to 12/31/2005                                $11.08              0
    1/1/2006 to 12/31/2006               $11.08           $11.36              0
    1/1/2007 to 12/31/2007               $11.36           $12.37              0
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2005 to 12/31/2005                                $10.66              0
    1/1/2006 to 12/31/2006               $10.66           $12.09              0
    1/1/2007 to 12/31/2007               $12.09            $9.16              0
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2005 to 12/31/2005                                $10.92              0
    1/1/2006 to 12/31/2006               $10.92           $13.09              0
    1/1/2007 to 12/31/2007               $13.09           $14.67              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2005 to 4/15/2005                                  $9.26              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2005 to 12/31/2005                                $10.53              0
    1/1/2006 to 12/31/2006               $10.53           $10.87              0
    1/1/2007 to 12/31/2007               $10.87           $11.86              0
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2005 to 12/31/2005                                $11.36              0
    1/1/2006 to 12/31/2006               $11.36           $12.29              0
    1/1/2007 to 12/31/2007               $12.29           $13.29              0
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2005 to 12/31/2005                                $10.45              0
    1/1/2006 to 12/31/2006               $10.45           $11.96              0
    1/1/2007 to 12/31/2007               $11.96           $13.35              0
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2005 to 12/31/2005                                $11.13              0
    1/1/2006 to 12/31/2006               $11.13           $15.11              0
    1/1/2007 to 12/31/2007               $15.11           $21.73              0
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2005 to 12/31/2005                                $13.42              0
    1/1/2006 to 12/31/2006               $13.42           $14.49              0
    1/1/2007 to 12/31/2007               $14.49           $12.70              0
- -----------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2005 to 12/31/2005                                $10.13              0
    1/1/2006 to 12/31/2006               $10.13           $11.39              0
    1/1/2007 to 12/31/2007               $11.39            $8.07              0
- -----------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2005 to 12/31/2005                                 $9.51              0
    1/1/2006 to 12/31/2006                $9.51           $10.70              0
    1/1/2007 to 12/31/2007               $10.70           $13.61              0
- -----------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2005 to 12/31/2005                                $13.53              0
    1/1/2006 to 12/31/2006               $13.53           $12.64              0
    1/1/2007 to 12/31/2007               $12.64           $12.17              0
- -----------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2005 to 12/31/2005                                 $9.70              0
    1/1/2006 to 12/31/2006                $9.70           $10.58              0
    1/1/2007 to 12/31/2007               $10.58            $9.45              0



                                     A-23






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2005 to 12/31/2005                             $9.76              0
    1/1/2006 to 12/31/2006            $9.76           $10.71              0
    1/1/2007 to 12/31/2007           $10.71           $11.22              0
- -------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2005 to 12/31/2005                            $10.96              0
    1/1/2006 to 12/31/2006           $10.96           $12.88              0
    1/1/2007 to 12/31/2007           $12.88           $16.61              0
- -------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2005 to 12/31/2005                            $10.56              0
    1/1/2006 to 12/31/2006           $10.56           $12.07              0
    1/1/2007 to 12/31/2007           $12.07            $9.51              0
- -------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2005 to 12/31/2005                            $10.49              0
    1/1/2006 to 12/31/2006           $10.49           $10.76              0
    1/1/2007 to 12/31/2007           $10.76           $11.17              0
- -------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2005 to 12/31/2005                            $10.10              0
    1/1/2006 to 12/31/2006           $10.10           $10.98              0
    1/1/2007 to 12/31/2007           $10.98           $11.95              0
- -------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2005 to 12/31/2005                            $12.76              0
    1/1/2006 to 12/31/2006           $12.76           $12.59              0
    1/1/2007 to 12/31/2007           $12.59           $13.51              0
- -------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2005 to 12/31/2005                             $9.47              0
    1/1/2006 to 12/31/2006            $9.47           $10.35              0
    1/1/2007 to 12/31/2007           $10.35           $10.31              0
- -------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2005 to 12/31/2005                            $12.04              0
    1/1/2006 to 12/31/2006           $12.04           $12.59              0
    1/1/2007 to 12/31/2007           $12.59           $15.01              0
- -------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2005 to 12/31/2005                            $11.21              0
    1/1/2006 to 12/31/2006           $11.21           $14.47              0
    1/1/2007 to 12/31/2007           $14.47           $11.33              0
- -------------------------------------------------------------------------------------
ProFund VP -Semiconductor
    1/1/2005 to 12/31/2005                            $10.68              0
    1/1/2006 to 12/31/2006           $10.68            $9.67              0
    1/1/2007 to 12/31/2007            $9.67           $10.08              0
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2005 to 12/31/2005                            $10.57              0
    1/1/2006 to 12/31/2006           $10.57           $11.13              0
    1/1/2007 to 12/31/2007           $11.13           $12.40              0
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2005 to 12/31/2005                             $9.77              0
    1/1/2006 to 12/31/2006            $9.77           $12.78              0
    1/1/2007 to 12/31/2007           $12.78           $13.49              0
- -------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2005 to 12/31/2005                            $10.64              0
    1/1/2006 to 12/31/2006           $10.64           $12.35              0
    1/1/2007 to 12/31/2007           $12.35           $13.93              0



                                     A-24






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2005 to 12/31/2005                              $10.15              0
    1/1/2006 to 12/31/2006             $10.15           $11.24              0
    1/1/2007 to 12/31/2007             $11.24           $11.34              0
- ---------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2005 to 12/31/2005                               $9.57              0
    1/1/2006 to 12/31/2006              $9.57            $8.63              0
    1/1/2007 to 12/31/2007              $8.63            $8.45              0
- ---------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2005 to 12/31/2005                              $10.28              0
    1/1/2006 to 12/31/2006             $10.28           $12.32              0
    1/1/2007 to 12/31/2007             $12.32           $12.10              0
- ---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/2005 to 12/31/2005                              $10.59              0
    1/1/2006 to 12/31/2006             $10.59           $10.88              0
    1/1/2007 to 12/31/2007             $10.88           $12.46              0
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2005 to 12/31/2005                               $9.17              0
    1/1/2006 to 12/31/2006              $9.17            $8.81              0
    1/1/2007 to 12/31/2007              $8.81            $7.59              0
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2005 to 12/31/2005                              $11.08              0
    1/1/2006 to 12/31/2006             $11.08           $11.32              0
    1/1/2007 to 12/31/2007             $11.32           $14.16              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    1/1/2005 to 12/31/2005                              $10.63              0
    1/1/2006 to 12/31/2006             $10.63           $11.63              0
    1/1/2007 to 12/31/2007             $11.63           $11.44              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2005 to 12/31/2005                              $10.79              0
    1/1/2006 to 12/31/2006             $10.79           $10.93              0
    1/1/2007 to 12/31/2007             $10.93           $11.89              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2005 to 12/31/2005                              $11.42              0
    1/1/2006 to 12/31/2006             $11.42           $12.31              0
    1/1/2007 to 12/31/2007             $12.31           $12.70              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2005 to 12/31/2005                              $10.33              0
    1/1/2006 to 12/31/2006             $10.33           $11.82              0
    1/1/2007 to 12/31/2007             $11.82           $10.68              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2005 to 12/31/2005                              $10.51              0
    1/1/2006 to 12/31/2006             $10.51           $11.13              0
    1/1/2007 to 12/31/2007             $11.13           $11.28              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2005 to 12/31/2005                              $10.69              0
    1/1/2006 to 12/31/2006             $10.69           $13.13              0
    1/1/2007 to 12/31/2007             $13.13           $11.10              0



                                     A-25






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2005 to 12/31/2005                                          $10.58              0
    1/1/2006 to 12/31/2006                         $10.58            $9.84              0
    1/1/2007 to 12/31/2007                          $9.84           $10.55              0
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2005 to 12/31/2005                                           $9.11              0
    1/1/2006 to 12/31/2006                          $9.11            $9.78              0
    1/1/2007 to 12/31/2007                          $9.78            $9.03              0
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2005 to 12/31/2005                                          $10.49              0
    1/1/2006 to 12/31/2006                         $10.49           $11.20              0
    1/1/2007 to 12/31/2007                         $11.20           $11.47              0
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2005 to 12/31/2005                                           $9.77              0
    1/1/2006 to 12/31/2006                          $9.77            $9.90              0
    1/1/2007 to 12/31/2007                          $9.90           $10.19              0
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2005 to 12/31/2005                                          $10.47              0
    1/1/2006 to 12/31/2006                         $10.47           $11.37              0
    1/1/2007 to 12/31/2007                         $11.37           $12.12              0
- ---------------------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2005 to 12/31/2005                                           $9.56              0
    1/1/2006 to 12/31/2006                          $9.56           $11.70              0
    1/1/2007 to 12/31/2007                         $11.70           $11.47              0
- ---------------------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2005 to 12/31/2005                                           $9.70              0
    1/1/2006 to 12/31/2006                          $9.70           $11.16              0
    1/1/2007 to 12/31/2007                         $11.16           $10.99              0
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2005 to 12/31/2005                                          $10.86              0
    1/1/2006 to 12/31/2006                         $10.86           $14.65              0
    1/1/2007 to 12/31/2007                         $14.65           $16.17              0
- ---------------------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2005 to 12/31/2005                                          $10.51              0
    1/1/2006 to 12/31/2006                         $10.51           $10.54              0
    1/1/2007 to 12/31/2007                         $10.54           $10.69              0
- ---------------------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2005 to 12/31/2005                                          $10.78              0
    1/1/2006 to 12/31/2006                         $10.78           $11.44              0
    1/1/2007 to 12/31/2007                         $11.44           $13.56              0
- ---------------------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2005 to 12/31/2005                                          $11.14              0
    1/1/2006 to 12/31/2006                         $11.14           $11.17              0
    1/1/2007 to 12/31/2007                         $11.17           $12.85              0
- ---------------------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2005 to 12/31/2005                                          $10.02              0
    1/1/2006 to 12/31/2006                         $10.02           $10.64              0
    1/1/2007 to 12/31/2007                         $10.64           $11.09              0



                                     A-26






                                                                                      Number of
                                                  Accumulation     Accumulation      Accumulation
                                                  Unit Value at    Unit Value at Units Outstanding at
                                               Beginning of Period End of Period    End of Period
                                                                        
- -----------------------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2005 to 12/31/2005                                            $10.23              0
    1/1/2006 to 12/31/2006                           $10.23           $11.83              0
    1/1/2007 to 12/31/2007                           $11.83           $11.54              0
- -----------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2005 to 12/31/2005                                             $8.97              0
    1/1/2006 to 12/31/2006                            $8.97            $8.42              0
    1/1/2007 to 12/31/2007                            $8.42            $7.96              0
- -----------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2005 to 12/31/2005                                             $9.20              0
    1/1/2006 to 12/31/2006                            $9.20            $7.90              0
    1/1/2007 to 12/31/2007                            $7.90            $8.05              0
- -----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2005 to 12/31/2005                                            $11.21              0
    1/1/2006 to 12/31/2006                           $11.21           $13.22              0
    1/1/2007 to 12/31/2007                           $13.22           $15.39              0
- -----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                             $9.99              0
    1/1/2006 to 12/31/2006                            $9.99           $11.26              0
    1/1/2007 to 12/31/2007                           $11.26           $12.01              0
- -----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.00              0
    1/1/2006 to 12/31/2006                           $10.00           $11.07              0
    1/1/2007 to 12/31/2007                           $11.07           $11.83              0
- -----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.01              0
    1/1/2006 to 12/31/2006                           $10.01           $10.90              0
    1/1/2007 to 12/31/2007                           $10.90           $11.59              0
- -----------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.02              0
    1/1/2006 to 12/31/2006                           $10.02           $10.79              0
    1/1/2007 to 12/31/2007                           $10.79           $11.46              0
- -----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.03              0
    1/1/2006 to 12/31/2006                           $10.03           $10.55              0
    1/1/2007 to 12/31/2007                           $10.55           $11.17              0
- -----------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                         $10.00           $10.58              0
    1/1/2007 to 12/31/2007                           $10.58           $11.28              0
- -----------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                         $10.00           $10.50              0
    1/1/2007 to 12/31/2007                           $10.50           $11.10              0
- -----------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                         $10.00           $10.40              0
    1/1/2007 to 12/31/2007                           $10.40           $11.29              0
- -----------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                        $10.00           $11.49              0
- -----------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                        $10.00           $10.03              0
- -----------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                        $10.00           $10.18              0



                                     A-27






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.16              0
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.99              0
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.97              0



 *  Denotes the start date of these sub-accounts.


                                    APEX II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                           $8.56           2,569,506
    1/1/2003 to 12/31/2003                          $8.56           $11.00           2,415,394
    1/1/2004 to 12/31/2004                         $11.00           $12.67           3,227,381
    1/1/2005 to 12/31/2005                         $12.67           $13.84           5,621,836
    1/1/2006 to 12/31/2006                         $13.84           $16.71           4,715,269
    1/1/2007 to 12/31/2007                         $16.71           $17.98           4,504,935
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                           $9.72             835,523
    1/1/2003 to 12/31/2003                          $9.72           $13.39           5,547,558
    1/1/2004 to 12/31/2004                         $13.39           $15.30          11,265,469
    1/1/2005 to 12/31/2005                         $15.30           $17.54          12,141,522
    1/1/2006 to 12/31/2006                         $17.54           $20.87           9,628,446
    1/1/2007 to 12/31/2007                         $20.87           $24.43           8,347,423
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                           $8.19             269,995
    1/1/2003 to 12/31/2003                          $8.19           $10.79           1,201,268
    1/1/2004 to 12/31/2004                         $10.79           $12.84           1,897,469
    1/1/2005 to 12/31/2005                         $12.84           $14.36           2,013,544
    1/1/2006 to 12/31/2006                         $14.36           $18.00           3,305,620
    1/1/2007 to 12/31/2007                         $18.00           $20.85           4,044,519
- ---------------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2002 to 12/31/2002                                           $9.04             969,509
    1/1/2003 to 12/31/2003                          $9.04           $11.30           1,393,001
    1/1/2004 to 12/31/2004                         $11.30           $13.16           2,276,801
    1/1/2005 to 12/31/2005                         $13.16           $13.92           1,907,776
    1/1/2006 to 12/31/2006                         $13.92           $17.02           2,905,252
    1/1/2007 to 12/31/2007                         $17.02           $18.31           2,119,181
- ---------------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                           $6.92           1,970,250
    1/1/2003 to 12/31/2003                          $6.92            $9.89           3,292,593
    1/1/2004 to 12/31/2004                          $9.89            $9.05           2,242,129
    1/1/2005 to 12/31/2005                          $9.05            $9.04           2,134,730
    1/1/2006 to 12/31/2006                          $9.04           $10.01           1,867,490
    1/1/2007 to 12/31/2007                         $10.01           $10.55           1,740,242



                                     A-28






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.67             639,695
    1/1/2003 to 12/31/2003                   $7.67           $11.13           1,682,193
    1/1/2004 to 12/31/2004                  $11.13           $11.98           1,618,719
    1/1/2005 to 12/31/2005                  $11.98           $11.83           1,385,430
    1/1/2006 to 12/31/2006                  $11.83           $12.53           1,174,654
    1/1/2007 to 12/31/2007                  $12.53           $14.63           1,215,825
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                    $7.64           1,255,415
    1/1/2003 to 12/31/2003                   $7.64           $12.74           3,085,373
    1/1/2004 to 12/31/2004                  $12.74           $15.42           4,808,453
    1/1/2005 to 12/31/2005                  $15.42           $16.60           5,464,856
    1/1/2006 to 12/31/2006                  $16.60           $18.43           4,641,175
    1/1/2007 to 12/31/2007                  $18.43           $20.16           4,026,646
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value
    1/1/2002 to 12/31/2002                                    $9.26           1,492,775
    1/1/2003 to 12/31/2003                   $9.26           $12.85           1,504,296
    1/1/2004 to 12/31/2004                  $12.85           $15.19           1,541,896
    1/1/2005 to 12/31/2005                  $15.19           $15.68           1,243,642
    1/1/2006 to 12/31/2006                  $15.68           $18.08           1,000,596
    1/1/2007 to 12/31/2007                  $18.08           $16.87             758,170
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                    $9.30           6,141,523
    1/1/2003 to 12/31/2003                   $9.30           $12.42          10,183,346
    1/1/2004 to 12/31/2004                  $12.42           $14.22          10,785,030
    1/1/2005 to 12/31/2005                  $14.22           $14.91          11,285,282
    1/1/2006 to 12/31/2006                  $14.91           $17.61           9,098,178
    1/1/2007 to 12/31/2007                  $17.61           $16.34           8,130,632
- --------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2002 to 12/31/2002                                    $7.66             423,387
    1/1/2003 to 12/31/2003                   $7.66           $10.81           1,134,865
    1/1/2004 to 12/31/2004                  $10.81           $12.99           2,143,020
    1/1/2005 to 12/31/2005                  $12.99           $12.92           2,106,236
    1/1/2006 to 12/31/2006                  $12.92           $15.25           1,874,276
    1/1/2007 to 12/31/2007                  $15.25           $12.33           1,578,237
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.97           1,273,118
    1/1/2003 to 12/31/2003                   $7.97           $10.31           3,027,057
    1/1/2004 to 12/31/2004                  $10.31           $11.80           4,375,813
    1/1/2005 to 12/31/2005                  $11.80           $12.16           5,391,424
    1/1/2006 to 12/31/2006                  $12.16           $12.71           4,189,111
    1/1/2007 to 12/31/2007                  $12.71           $14.92           3,918,725
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.41           2,175,250
    1/1/2003 to 12/31/2003                   $7.41            $9.51           3,415,318
    1/1/2004 to 12/31/2004                   $9.51           $10.86           4,715,301
    1/1/2005 to 12/31/2005                  $10.86           $12.12           5,728,446
    1/1/2006 to 12/31/2006                  $12.12           $13.59           5,378,198
    1/1/2007 to 12/31/2007                  $13.59           $16.34           6,560,811



                                     A-29






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                    $8.96           5,118,558
    1/1/2003 to 12/31/2003                   $8.96           $12.01           8,530,129
    1/1/2004 to 12/31/2004                  $12.01           $14.51          11,461,684
    1/1/2005 to 12/31/2005                  $14.51           $15.99          12,260,007
    1/1/2006 to 12/31/2006                  $15.99           $17.42           9,574,218
    1/1/2007 to 12/31/2007                  $17.42           $17.67           8,191,847
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2002 to 12/31/2002                                    $6.80             658,419
    1/1/2003 to 12/31/2003                   $6.80            $9.07           2,002,166
    1/1/2004 to 12/31/2004                   $9.07            $9.67           1,798,457
    1/1/2005 to 12/2/2005                    $9.67           $11.10                   0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2002 to 12/31/2002                                    $8.17           1,200,225
    1/1/2003 to 12/31/2003                   $8.17           $10.91           2,513,413
    1/1/2004 to 12/31/2004                  $10.91           $12.38           2,587,064
    1/1/2005 to 12/31/2005                  $12.38           $12.83           1,988,252
    1/1/2006 to 12/31/2006                  $12.83           $14.42           1,907,063
    1/1/2007 to 12/31/2007                  $14.42           $14.57           1,540,522
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2002 to 12/31/2002                                    $9.59             724,670
    1/1/2003 to 12/31/2003                   $9.59           $12.59           2,011,627
    1/1/2004 to 12/31/2004                  $12.59           $16.25           2,040,188
    1/1/2005 to 12/31/2005                  $16.25           $21.00           3,677,614
    1/1/2006 to 12/31/2006                  $21.00           $23.93           2,942,718
    1/1/2007 to 12/31/2007                  $23.93           $33.07           3,950,105
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.46           1,869,353
    1/1/2003 to 12/31/2003                   $7.46            $9.08           2,098,873
    1/1/2004 to 12/31/2004                   $9.08            $9.44           2,378,881
    1/1/2005 to 12/31/2005                   $9.44           $10.81           3,925,740
    1/1/2006 to 12/31/2006                  $10.81           $11.23           4,132,529
    1/1/2007 to 12/31/2007                  $11.23           $11.96           5,137,246
- --------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                    $7.58           2,930,432
    1/1/2003 to 12/31/2003                   $7.58            $9.16           4,784,269
    1/1/2004 to 12/31/2004                   $9.16            $9.97           4,529,834
    1/1/2005 to 12/31/2005                   $9.97           $10.43           5,915,443
    1/1/2006 to 12/31/2006                  $10.43           $11.25           4,572,301
    1/1/2007 to 12/31/2007                  $11.25           $12.73           3,902,210
- --------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                    $8.32          10,144,317
    1/1/2003 to 12/31/2003                   $8.32           $10.78          20,138,164
    1/1/2004 to 12/31/2004                  $10.78           $12.26          28,117,310
    1/1/2005 to 12/31/2005                  $12.26           $12.88          32,140,125
    1/1/2006 to 12/31/2006                  $12.88           $13.59          26,497,526
    1/1/2007 to 12/31/2007                  $13.59           $15.36          23,963,028
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2002 to 12/31/2002                                    $7.67           1,349,939
    1/1/2003 to 12/31/2003                   $7.67            $9.45           2,053,023
    1/1/2004 to 12/31/2004                   $9.45            $9.64           2,785,100
    1/1/2005 to 12/31/2005                   $9.64            $9.80           2,531,900
    1/1/2006 to 12/31/2006                   $9.80           $10.60           2,498,654
    1/1/2007 to 12/31/2007                  $10.60           $11.88           2,806,534



                                     A-30






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2002 to 12/31/2002                                       $8.66             664,649
    1/1/2003 to 12/31/2003                      $8.66           $10.78           1,072,256
    1/1/2004 to 12/31/2004                     $10.78           $12.53           2,351,197
    1/1/2005 to 12/31/2005                     $12.53           $13.47           2,585,881
    1/1/2006 to 12/31/2006                     $13.47           $16.13           4,397,725
    1/1/2007 to 12/31/2007                     $16.13           $16.05           3,751,417
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2002 to 12/31/2002                                       $7.99             965,912
    1/1/2003 to 12/31/2003                      $7.99            $9.91           1,387,072
    1/1/2004 to 12/31/2004                      $9.91           $10.72           1,620,391
    1/1/2005 to 12/2/2005                      $10.72           $11.86                   0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                       $8.76           6,005,922
    1/1/2003 to 12/31/2003                      $8.76           $11.06           3,621,862
    1/1/2004 to 12/31/2004                     $11.06           $12.39           4,643,022
    1/1/2005 to 12/31/2005                     $12.39           $12.86           4,311,857
    1/1/2006 to 12/31/2006                     $12.86           $15.34           5,318,094
    1/1/2007 to 12/31/2007                     $15.34           $14.55           4,469,636
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2002 to 12/31/2002                                      $10.08           1,563,489
    1/1/2003 to 12/31/2003                     $10.08           $13.63           3,097,315
    1/1/2004 to 12/31/2004                     $13.63           $18.49           4,080,179
    1/1/2005 to 12/31/2005                     $18.49           $20.88           3,749,124
    1/1/2006 to 12/31/2006                     $20.88           $28.08           3,925,105
    1/1/2007 to 12/31/2007                     $28.08           $22.11           2,254,421
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2002 to 12/31/2002                                       $8.17           3,662,406
    1/1/2003 to 12/31/2003                      $8.17           $10.23           5,442,511
    1/1/2004 to 12/31/2004                     $10.23           $11.07           6,845,369
    1/1/2005 to 12/31/2005                     $11.07           $11.27           6,774,078
    1/1/2006 to 12/31/2006                     $11.27           $12.48           6,255,253
    1/1/2007 to 12/31/2007                     $12.48           $12.53           5,371,782
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2002 to 12/31/2002                                       $8.25           1,751,136
    1/1/2003 to 12/31/2003                      $8.25           $10.45           2,115,438
    1/1/2004 to 12/31/2004                     $10.45           $11.57           4,670,846
    1/1/2005 to 12/31/2005                     $11.57           $11.90           4,205,655
    1/1/2006 to 12/31/2006                     $11.90           $13.68           3,984,557
    1/1/2007 to 12/31/2007                     $13.68           $13.44           3,435,528
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                       $8.06           6,667,373
    1/1/2003 to 12/31/2003                      $8.06           $10.50          21,264,670
    1/1/2004 to 12/31/2004                     $10.50           $11.46          25,850,506
    1/1/2005 to 12/31/2005                     $11.46           $11.81          31,190,346
    1/1/2006 to 12/31/2006                     $11.81           $13.62          23,350,650
    1/1/2007 to 12/31/2007                     $13.62           $14.08          19,997,748
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                       $8.34           2,110,071
    1/1/2003 to 12/31/2003                      $8.34            $9.83           2,647,064
    1/1/2004 to 12/31/2004                      $9.83           $11.17           3,717,848
    1/1/2005 to 12/31/2005                     $11.17           $11.69           5,245,455
    1/1/2006 to 12/31/2006                     $11.69           $13.62           5,568,043
    1/1/2007 to 12/31/2007                     $13.62           $13.00           4,973,375



                                     A-31






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2002 to 12/31/2002                                                 $8.71             847,517
    1/1/2003 to 12/31/2003                                $8.71           $10.24             898,161
    1/1/2004 to 12/31/2004                               $10.24           $11.19           1,061,887
    1/1/2005 to 12/31/2005                               $11.19           $11.77           1,055,033
    1/1/2006 to 12/31/2006                               $11.77           $12.86           1,120,866
    1/1/2007 to 12/31/2007                               $12.86           $12.90           2,745,236
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2002 to 12/31/2002                                                 $9.14           1,126,058
    1/1/2003 to 12/31/2003                                $9.14           $10.69           2,045,205
    1/1/2004 to 12/31/2004                               $10.69           $11.46           2,335,598
    1/1/2005 to 12/31/2005                               $11.46           $11.79           2,294,531
    1/1/2006 to 12/31/2006                               $11.79           $12.72           2,165,859
    1/1/2007 to 12/31/2007                               $12.72           $13.62           2,277,264
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2002 to 12/31/2002                                                 $9.09             921,329
    1/1/2003 to 12/31/2003                                $9.09           $11.09           2,243,566
    1/1/2004 to 12/31/2004                               $11.09           $12.13           3,551,315
    1/1/2005 to 12/31/2005                               $12.13           $12.49           4,192,626
    1/1/2006 to 12/31/2006                               $12.49           $13.82           4,776,442
    1/1/2007 to 12/31/2007                               $13.82           $14.45           6,387,795
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                                $11.34           1,739,313
    1/1/2003 to 12/31/2003                               $11.34           $12.59           2,962,471
    1/1/2004 to 12/31/2004                               $12.59           $13.45           4,717,822
    1/1/2005 to 12/31/2005                               $13.45           $12.64           6,261,824
    1/1/2006 to 12/31/2006                               $12.64           $13.21           6,093,700
    1/1/2007 to 12/31/2007                               $13.21           $14.24           6,452,566
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    1/1/2002 to 12/31/2002                                                 $9.71           5,592,940
    1/1/2003 to 12/31/2003                                $9.71           $11.61          12,201,163
    1/1/2004 to 12/31/2004                               $11.61           $12.69          13,717,128
    1/1/2005 to 12/31/2005                               $12.69           $12.62           9,658,908
    1/1/2006 to 12/31/2006                               $12.62           $13.70           9,653,937
    1/1/2007 to 12/31/2007                               $13.70           $13.80           6,461,538
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                                 $9.94           4,146,530
    1/1/2003 to 12/31/2003                                $9.94           $11.61           7,751,236
    1/1/2004 to 12/31/2004                               $11.61           $12.26           8,369,008
    1/1/2005 to 12/31/2005                               $12.26           $12.20          12,427,806
    1/1/2006 to 12/31/2006                               $12.20           $13.17          10,147,675
    1/1/2007 to 12/31/2007                               $13.17           $13.74           8,365,789
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                                $10.57          20,544,075
    1/1/2003 to 12/31/2003                               $10.57           $10.95          26,287,388
    1/1/2004 to 12/31/2004                               $10.95           $11.31          33,208,757
    1/1/2005 to 12/31/2005                               $11.31           $11.40          22,436,395
    1/1/2006 to 12/31/2006                               $11.40           $11.63          21,700,661
    1/1/2007 to 12/31/2007                               $11.63           $12.39          21,645,194



                                     A-32






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
                                                 Beginning of Period End of Period    End of Period
                                                                          
- -------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                              $10.34          11,274,642
    1/1/2003 to 12/31/2003                             $10.34           $10.51          15,242,856
    1/1/2004 to 12/31/2004                             $10.51           $10.55          21,299,789
    1/1/2005 to 12/31/2005                             $10.55           $10.54          28,031,653
    1/1/2006 to 12/31/2006                             $10.54           $10.76          22,394,558
    1/1/2007 to 12/31/2007                             $10.76           $11.31          20,392,150
- -------------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                               $9.96          36,255,772
    1/1/2003 to 12/31/2003                              $9.96            $9.86          32,730,501
    1/1/2004 to 12/31/2004                              $9.86            $9.78          29,870,585
    1/1/2005 to 12/31/2005                              $9.78            $9.88          42,442,274
    1/1/2006 to 12/31/2006                              $9.88           $10.16          46,325,237
    1/1/2007 to 12/31/2007                             $10.16           $10.48          56,111,128
- -------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2002 to 12/31/2002                                               $8.66             283,466
    1/1/2003 to 12/31/2003                              $8.66           $13.60           1,763,660
    1/1/2004 to 12/31/2004                             $13.60           $16.02           2,103,950
    1/1/2005 to 12/31/2005                             $16.02           $20.72           3,395,891
    1/1/2006 to 12/31/2006                             $20.72           $27.43           2,835,328
    1/1/2007 to 12/31/2007                             $27.43           $38.71           3,344,620
- -------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2002 to 12/31/2002                                               $8.25             196,720
    1/1/2003 to 12/31/2003                              $8.25           $10.23             314,757
    1/1/2004 to 12/31/2004                             $10.23           $11.18             590,808
    1/1/2005 to 12/31/2005                             $11.18           $11.59             534,649
    1/1/2006 to 12/31/2006                             $11.59           $13.51             582,613
    1/1/2007 to 12/31/2007                             $13.51           $13.66             497,296
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2002 to 12/31/2002                                               $7.09             543,762
    1/1/2003 to 12/31/2003                              $7.09            $9.61             889,464
    1/1/2004 to 12/31/2004                              $9.61           $10.72             668,032
    1/1/2005 to 12/31/2005                             $10.72           $11.67             602,064
    1/1/2006 to 12/31/2006                             $11.67           $13.33             605,730
    1/1/2007 to 12/31/2007                             $13.33           $14.70             631,476
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2002 to 12/31/2002                                               $5.50             293,307
    1/1/2003 to 12/31/2003                              $5.50            $7.87             578,651
    1/1/2004 to 12/31/2004                              $7.87            $8.09             512,424
    1/1/2005 to 12/31/2005                              $8.09            $8.13             453,391
    1/1/2006 to 12/31/2006                              $8.13            $8.84             513,442
    1/1/2007 to 12/31/2007                              $8.84            $9.36             630,739
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2002 to 12/31/2002                                               $8.00             475,873
    1/1/2003 to 12/31/2003                              $8.00           $10.05             698,364
    1/1/2004 to 12/31/2004                             $10.05           $10.64             937,586
    1/1/2005 to 12/31/2005                             $10.64           $11.31           1,131,375
    1/1/2006 to 12/31/2006                             $11.31           $11.71           1,250,782
    1/1/2007 to 12/31/2007                             $11.71           $12.88           1,163,277



                                     A-33






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2002 to 12/31/2002                                 $8.76            366,258
    1/1/2003 to 12/31/2003                $8.76           $11.17            607,265
    1/1/2004 to 12/31/2004               $11.17           $11.94            585,185
    1/1/2005 to 12/31/2005               $11.94           $12.43          1,042,992
    1/1/2006 to 12/31/2006               $12.43           $14.24            778,674
    1/1/2007 to 12/31/2007               $14.24           $10.89            465,175
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                 $8.15            113,389
    1/1/2003 to 12/31/2003                $8.15           $11.65            189,143
    1/1/2004 to 12/31/2004               $11.65           $13.66            414,631
    1/1/2005 to 12/31/2005               $13.66           $15.59            689,816
    1/1/2006 to 12/31/2006               $15.59           $18.88          1,081,552
    1/1/2007 to 12/31/2007               $18.88           $21.35          1,401,663
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2002 to 12/31/2002                                 $7.44            127,728
    1/1/2003 to 12/31/2003                $7.44           $11.12            815,621
    1/1/2004 to 12/31/2004               $11.12           $11.58            702,642
    1/1/2005 to 4/15/2005                $11.58           $10.31                  0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                 $7.78             39,943
    1/1/2003 to 12/31/2003                $7.78           $10.71            404,789
    1/1/2004 to 12/31/2004               $10.71           $11.29            570,123
    1/1/2005 to 12/31/2005               $11.29           $11.53            281,775
    1/1/2006 to 12/31/2006               $11.53           $12.03            241,307
    1/1/2007 to 12/31/2007               $12.03           $13.24            249,298
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2002 to 12/31/2002                                 $0.00                  0
    1/1/2003 to 12/31/2003                $0.00            $0.00                  0
    1/1/2004 to 12/31/2004                $0.00               --                 --
    1/1/2005 to 12/31/2005                   --           $11.44            606,614
    1/1/2006 to 12/31/2006               $11.44           $12.49            553,827
    1/1/2007 to 12/31/2007               $12.49           $13.64            604,401
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2002 to 12/31/2002                                 $7.93            292,396
    1/1/2003 to 12/31/2003                $7.93           $10.83          2,116,400
    1/1/2004 to 12/31/2004               $10.83           $12.17          1,812,435
    1/1/2005 to 12/31/2005               $12.17           $12.94          1,133,421
    1/1/2006 to 12/31/2006               $12.94           $14.95          2,790,577
    1/1/2007 to 12/31/2007               $14.95           $16.85          1,487,885
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2002 to 12/31/2002                                 $7.75            281,993
    1/1/2003 to 12/31/2003                $7.75           $12.57            942,605
    1/1/2004 to 12/31/2004               $12.57           $12.30            896,010
    1/1/2005 to 12/31/2005               $12.30           $14.45          1,723,105
    1/1/2006 to 12/31/2006               $14.45           $19.80          3,073,769
    1/1/2007 to 12/31/2007               $19.80           $28.77          2,473,589
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2002 to 12/31/2002                                 $7.24             65,845
    1/1/2003 to 12/31/2003                $7.24            $9.03            426,718
    1/1/2004 to 12/31/2004                $9.03            $9.55            710,879
    1/1/2005 to 12/31/2005                $9.55           $13.31          3,413,955
    1/1/2006 to 12/31/2006               $13.31           $14.51          1,650,266
    1/1/2007 to 12/31/2007               $14.51           $12.85            552,230



                                     A-34






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2002 to 12/31/2002                            $8.56            101,136
    1/1/2003 to 12/31/2003           $8.56           $10.90             93,067
    1/1/2004 to 12/31/2004          $10.90           $11.98            229,711
    1/1/2005 to 12/31/2005          $11.98           $11.77            351,876
    1/1/2006 to 12/31/2006          $11.77           $13.35            402,883
    1/1/2007 to 12/31/2007          $13.35            $9.55            389,926
- ------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2002 to 12/31/2002                            $8.46             76,331
    1/1/2003 to 12/31/2003           $8.46           $10.95          1,512,864
    1/1/2004 to 12/31/2004          $10.95           $11.87            529,237
    1/1/2005 to 12/31/2005          $11.87           $11.96            681,692
    1/1/2006 to 12/31/2006          $11.96           $13.58            779,466
    1/1/2007 to 12/31/2007          $13.58           $17.45          2,684,333
- ------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2002 to 12/31/2002                            $7.09            130,082
    1/1/2003 to 12/31/2003           $7.09            $9.75            208,971
    1/1/2004 to 12/31/2004           $9.75           $10.52            757,678
    1/1/2005 to 12/31/2005          $10.52           $12.34            697,686
    1/1/2006 to 12/31/2006          $12.34           $11.64            393,923
    1/1/2007 to 12/31/2007          $11.64           $11.31            609,746
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2002 to 12/31/2002                            $7.25            128,022
    1/1/2003 to 12/31/2003           $7.25            $9.04            136,269
    1/1/2004 to 12/31/2004           $9.04            $9.56            430,620
    1/1/2005 to 12/31/2005           $9.56            $8.97             86,431
    1/1/2006 to 12/31/2006           $8.97            $9.88            192,639
    1/1/2007 to 12/31/2007           $9.88            $8.91             67,292
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2002 to 12/31/2002                            $8.28            148,446
    1/1/2003 to 12/31/2003           $8.28            $9.64             58,425
    1/1/2004 to 12/31/2004           $9.64           $10.36            369,007
    1/1/2005 to 12/31/2005          $10.36           $10.15            161,037
    1/1/2006 to 12/31/2006          $10.15           $11.25            548,567
    1/1/2007 to 12/31/2007          $11.25           $11.90            715,235
- ------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2002 to 12/31/2002                            $8.71            299,833
    1/1/2003 to 12/31/2003           $8.71           $10.48          1,225,844
    1/1/2004 to 12/31/2004          $10.48           $13.33          1,856,882
    1/1/2005 to 12/31/2005          $13.33           $17.22          2,573,776
    1/1/2006 to 12/31/2006          $17.22           $20.43          2,251,126
    1/1/2007 to 12/31/2007          $20.43           $26.61          2,322,451
- ------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2002 to 12/31/2002                            $8.85            221,377
    1/1/2003 to 12/31/2003           $8.85           $11.23            398,159
    1/1/2004 to 12/31/2004          $11.23           $12.19            553,342
    1/1/2005 to 12/31/2005          $12.19           $12.46            616,873
    1/1/2006 to 12/31/2006          $12.46           $14.38            913,872
    1/1/2007 to 12/31/2007          $14.38           $11.44            498,292



                                     A-35






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2002 to 12/31/2002                            $7.94            388,508
    1/1/2003 to 12/31/2003           $7.94            $9.17            707,449
    1/1/2004 to 12/31/2004           $9.17            $9.23          1,318,525
    1/1/2005 to 12/31/2005           $9.23            $9.63          2,175,821
    1/1/2006 to 12/31/2006           $9.63            $9.96          2,106,409
    1/1/2007 to 12/31/2007           $9.96           $10.44          2,120,859
- ------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2002 to 12/31/2002                            $7.93             12,642
    1/1/2003 to 12/31/2003           $7.93           $10.01            318,339
    1/1/2004 to 12/31/2004          $10.01           $11.15            253,411
    1/1/2005 to 12/31/2005          $11.15           $11.23            211,677
    1/1/2006 to 12/31/2006          $11.23           $12.33            242,684
    1/1/2007 to 12/31/2007          $12.33           $13.55            708,921
- ------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2002 to 12/31/2002                            $8.57            306,572
    1/1/2003 to 12/31/2003           $8.57           $15.00            206,876
    1/1/2004 to 12/31/2004          $15.00           $17.89            992,879
    1/1/2005 to 12/31/2005          $17.89           $18.90            467,320
    1/1/2006 to 12/31/2006          $18.90           $18.84            200,072
    1/1/2007 to 12/31/2007          $18.84           $20.42            435,015
- ------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2002 to 12/31/2002                            $8.56            136,559
    1/1/2003 to 12/31/2003           $8.56            $8.89            266,978
    1/1/2004 to 12/31/2004           $8.89            $7.93            527,336
    1/1/2005 to 12/31/2005           $7.93            $7.51            515,768
    1/1/2006 to 12/31/2006           $7.51            $8.28            716,678
    1/1/2007 to 12/31/2007           $8.28            $8.33            492,538
- ------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2002 to 12/31/2002                            $9.70          1,175,651
    1/1/2003 to 12/31/2003           $9.70           $13.29          1,329,806
    1/1/2004 to 12/31/2004          $13.29           $11.77          1,479,384
    1/1/2005 to 12/31/2005          $11.77           $14.62          2,426,530
    1/1/2006 to 12/31/2006          $14.62           $15.44          2,487,596
    1/1/2007 to 12/31/2007          $15.44           $18.60          3,177,702
- ------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2002 to 12/31/2002                            $9.86            441,318
    1/1/2003 to 12/31/2003           $9.86           $12.91            462,906
    1/1/2004 to 12/31/2004          $12.91           $16.15          1,816,706
    1/1/2005 to 12/31/2005          $16.15           $16.96            501,989
    1/1/2006 to 12/31/2006          $16.96           $22.10            926,728
    1/1/2007 to 12/31/2007          $22.10           $17.47            505,436
- ------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/2002 to 12/31/2002                            $5.14             93,241
    1/1/2003 to 12/31/2003           $5.14            $9.51            423,958
    1/1/2004 to 12/31/2004           $9.51            $7.15            694,352
    1/1/2005 to 12/31/2005           $7.15            $7.64            746,085
    1/1/2006 to 12/31/2006           $7.64            $6.98            339,250
    1/1/2007 to 12/31/2007           $6.98            $7.35            272,048



                                     A-36






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2002 to 12/31/2002                             $6.03            254,131
    1/1/2003 to 12/31/2003            $6.03            $8.66            497,972
    1/1/2004 to 12/31/2004            $8.66            $8.48            727,580
    1/1/2005 to 12/31/2005            $8.48            $8.45            577,739
    1/1/2006 to 12/31/2006            $8.45            $8.98            673,628
    1/1/2007 to 12/31/2007            $8.98           $10.10          1,668,456
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2002 to 12/31/2002                             $7.15            272,408
    1/1/2003 to 12/31/2003            $7.15            $7.21            398,350
    1/1/2004 to 12/31/2004            $7.21            $8.19            460,848
    1/1/2005 to 12/31/2005            $8.19            $7.52            456,586
    1/1/2006 to 12/31/2006            $7.52            $9.93          1,277,316
    1/1/2007 to 12/31/2007            $9.93           $10.59          1,098,402
- -------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2002 to 12/31/2002                             $7.83            521,419
    1/1/2003 to 12/31/2003            $7.83            $9.34            618,427
    1/1/2004 to 12/31/2004            $9.34           $11.13          1,060,939
    1/1/2005 to 12/31/2005           $11.13           $12.37          1,996,877
    1/1/2006 to 12/31/2006           $12.37           $14.51          2,195,309
    1/1/2007 to 12/31/2007           $14.51           $16.52          3,808,582
- -------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2002 to 12/31/2002                             $7.97            954,792
    1/1/2003 to 12/31/2003            $7.97            $9.84          3,563,562
    1/1/2004 to 12/31/2004            $9.84           $10.53          8,215,357
    1/1/2005 to 12/31/2005           $10.53           $10.64          7,846,866
    1/1/2006 to 12/31/2006           $10.64           $11.90          7,031,661
    1/1/2007 to 12/31/2007           $11.90           $12.12          4,013,033
- -------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2002 to 12/31/2002                            $11.38          1,532,543
    1/1/2003 to 12/31/2003           $11.38            $8.44          1,886,515
    1/1/2004 to 12/31/2004            $8.44            $7.45          1,202,243
    1/1/2005 to 12/31/2005            $7.45            $7.23          2,169,662
    1/1/2006 to 12/31/2006            $7.23            $6.57          1,868,606
    1/1/2007 to 12/31/2007            $6.57            $6.50          1,722,065
- -------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2002 to 12/31/2002                             $6.78            297,435
    1/1/2003 to 12/31/2003            $6.78           $10.20          1,431,345
    1/1/2004 to 12/31/2004           $10.20           $11.76          2,817,803
    1/1/2005 to 12/31/2005           $11.76           $11.87          1,158,025
    1/1/2006 to 12/31/2006           $11.87           $14.36          1,596,920
    1/1/2007 to 12/31/2007           $14.36           $14.24          1,964,725
- -------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/2002 to 12/31/2002                             $6.45          1,346,852
    1/1/2003 to 12/31/2003            $6.45            $9.32          4,445,234
    1/1/2004 to 12/31/2004            $9.32            $9.94          4,885,351
    1/1/2005 to 12/31/2005            $9.94            $9.80          2,467,486
    1/1/2006 to 12/31/2006            $9.80           $10.16          1,764,614
    1/1/2007 to 12/31/2007           $10.16           $11.76          2,265,084



                                     A-37






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2002 to 12/31/2002                              $11.00            433,181
    1/1/2003 to 12/31/2003             $11.00            $6.78          1,535,439
    1/1/2004 to 12/31/2004              $6.78            $5.93            908,064
    1/1/2005 to 12/31/2005              $5.93            $5.88          2,494,112
    1/1/2006 to 12/31/2006              $5.88            $5.70          1,891,265
    1/1/2007 to 12/31/2007              $5.70            $4.96            860,024
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2002 to 12/31/2002                               $3.53          1,003,123
    1/1/2003 to 12/31/2003              $3.53            $7.03          3,410,589
    1/1/2004 to 12/31/2004              $7.03            $7.89          6,592,447
    1/1/2005 to 12/31/2005              $7.89            $7.47          4,740,165
    1/1/2006 to 12/31/2006              $7.47            $7.70          2,319,572
    1/1/2007 to 12/31/2007              $7.70            $9.73          4,024,405
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    1/1/2002 to 12/31/2002                               $7.66            438,387
    1/1/2003 to 12/31/2003              $7.66           $10.23          1,455,513
    1/1/2004 to 12/31/2004             $10.23           $11.67          2,632,869
    1/1/2005 to 12/31/2005             $11.67           $12.49          2,164,543
    1/1/2006 to 12/31/2006             $12.49           $13.80          1,978,580
    1/1/2007 to 12/31/2007             $13.80           $13.70          1,436,105
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2002 to 12/31/2002                               $7.70            439,054
    1/1/2003 to 12/31/2003              $7.70            $9.69          1,009,867
    1/1/2004 to 12/31/2004              $9.69           $10.58          2,220,901
    1/1/2005 to 12/31/2005             $10.58           $11.58          5,059,311
    1/1/2006 to 12/31/2006             $11.58           $11.84          1,594,539
    1/1/2007 to 12/31/2007             $11.84           $13.01          2,101,505
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2002 to 12/31/2002                               $5.71            477,953
    1/1/2003 to 12/31/2003              $5.71            $9.55          1,112,311
    1/1/2004 to 12/31/2004              $9.55           $11.99          3,106,849
    1/1/2005 to 12/31/2005             $11.99           $13.91          1,935,487
    1/1/2006 to 12/31/2006             $13.91           $15.14          1,588,771
    1/1/2007 to 12/31/2007             $15.14           $15.77          1,072,846
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2002 to 12/31/2002                               $7.09            994,778
    1/1/2003 to 12/31/2003              $7.09            $9.39          5,144,632
    1/1/2004 to 12/31/2004              $9.39           $11.10          4,088,760
    1/1/2005 to 12/31/2005             $11.10           $11.35          1,398,442
    1/1/2006 to 12/31/2006             $11.35           $13.11          2,446,357
    1/1/2007 to 12/31/2007             $13.11           $11.96            714,107
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2002 to 12/31/2002                               $7.69            772,260
    1/1/2003 to 12/31/2003              $7.69           $10.16          3,868,951
    1/1/2004 to 12/31/2004             $10.16           $11.98          4,677,820
    1/1/2005 to 12/31/2005             $11.98           $12.67          4,579,887
    1/1/2006 to 12/31/2006             $12.67           $13.54          1,643,633
    1/1/2007 to 12/31/2007             $13.54           $13.85            676,467



                                     A-38






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2002 to 12/31/2002                                           $6.14            212,085
    1/1/2003 to 12/31/2003                          $6.14           $12.04          1,702,558
    1/1/2004 to 12/31/2004                         $12.04           $15.52          5,098,565
    1/1/2005 to 12/31/2005                         $15.52           $15.23            816,755
    1/1/2006 to 12/31/2006                         $15.23           $18.87          1,580,595
    1/1/2007 to 12/31/2007                         $18.87           $16.11            527,856
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2002 to 12/31/2002                                          $11.56          2,486,854
    1/1/2003 to 12/31/2003                         $11.56           $11.08            731,470
    1/1/2004 to 12/31/2004                         $11.08           $11.79          1,051,158
    1/1/2005 to 12/31/2005                         $11.79           $12.64          2,312,868
    1/1/2006 to 12/31/2006                         $12.64           $11.86            821,668
    1/1/2007 to 12/31/2007                         $11.86           $12.85          2,443,725
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2002 to 12/31/2002                                           $8.02            165,792
    1/1/2003 to 12/31/2003                          $8.02            $7.56          1,817,924
    1/1/2004 to 12/31/2004                          $7.56            $6.63          5,314,528
    1/1/2005 to 12/31/2005                          $6.63            $6.00          3,415,324
    1/1/2006 to 12/31/2006                          $6.00            $6.50          4,567,551
    1/1/2007 to 12/31/2007                          $6.50            $6.06          1,806,294
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2002 to 12/31/2002                                           $0.00                  0
    1/1/2003 to 12/31/2003                          $0.00            $0.00                  0
    1/1/2004 to 12/31/2004                          $0.00               --                  0
    1/1/2005 to 12/31/2005                             --           $10.56            899,141
    1/1/2006 to 12/31/2006                         $10.56           $11.38          1,207,864
    1/1/2007 to 12/31/2007                         $11.38           $11.78            898,024
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2002 to 12/31/2002                                           $6.80             19,826
    1/1/2003 to 12/31/2003                          $6.80            $9.16             66,435
    1/1/2004 to 12/31/2004                          $9.16           $10.03             91,924
    1/1/2005 to 12/31/2005                         $10.03            $9.92             87,726
    1/1/2006 to 12/31/2006                          $9.92           $10.15            100,227
    1/1/2007 to 12/31/2007                         $10.15           $10.55            106,856
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --           $11.85            311,233
    1/1/2005 to 12/31/2005                         $11.85           $12.84            590,605
    1/1/2006 to 12/31/2006                         $12.84           $17.48          1,507,757
    1/1/2007 to 12/31/2007                         $17.48           $19.49          2,078,809
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --           $11.32          1,777,316
    1/1/2005 to 12/31/2005                         $11.32           $11.94          2,420,873
    1/1/2006 to 12/31/2006                         $11.94           $13.10          2,772,210
    1/1/2007 to 12/31/2007                         $13.10           $14.10          2,203,754



                                     A-39






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.66             82,809
    1/1/2005 to 12/31/2005             $10.66           $10.83            134,177
    1/1/2006 to 12/31/2006             $10.83           $11.60            199,508
    1/1/2007 to 12/31/2007             $11.60           $13.88            403,709
- ---------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.75            173,851
    1/1/2005 to 12/31/2005             $10.75           $11.01            304,840
    1/1/2006 to 12/31/2006             $11.01           $11.14            290,152
    1/1/2007 to 12/31/2007             $11.14           $11.42            274,858
- ---------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.48            155,695
    1/1/2005 to 12/31/2005             $10.48            $9.98            194,864
    1/1/2006 to 12/31/2006              $9.98           $12.32            481,064
    1/1/2007 to 12/31/2007             $12.32           $12.20            235,030
- ---------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --               --                 --
    1/1/2005 to 12/31/2005                 --            $9.76          1,240,527
    1/1/2006 to 12/31/2006              $9.76           $11.34          2,310,768
    1/1/2007 to 12/31/2007             $11.34           $11.28          2,000,024
- ---------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $12.59            389,792
    1/1/2005 to 12/31/2005             $12.59           $14.82          1,068,339
    1/1/2006 to 12/31/2006             $14.82           $15.00          1,119,827
    1/1/2007 to 12/31/2007             $15.00           $17.43          1,173,103
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.37             72,725
    1/1/2005 to 12/31/2005             $10.37           $10.30          2,620,751
    1/1/2006 to 12/31/2006             $10.30           $11.05          2,181,106
    1/1/2007 to 12/31/2007             $11.05           $11.62          2,009,820
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.37            159,605
    1/1/2005 to 12/31/2005             $10.37           $10.51          2,141,308
    1/1/2006 to 12/31/2006             $10.51           $12.26          4,023,312
    1/1/2007 to 12/31/2007             $12.26           $12.08          1,984,257



                                     A-40






                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --            $9.70              39,360
    1/1/2005 to 12/31/2005                           $9.70            $8.64             364,782
    1/1/2006 to 12/31/2006                           $8.64            $8.18             254,207
    1/1/2007 to 12/31/2007                           $8.18            $7.82             131,223
- ----------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --            $9.54             136,809
    1/1/2005 to 12/31/2005                           $9.54            $9.11             220,843
    1/1/2006 to 12/31/2006                           $9.11            $7.90             560,897
    1/1/2007 to 12/31/2007                           $7.90            $8.12           1,000,449
- ----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --           $10.53             269,671
    1/1/2005 to 12/31/2005                          $10.53           $12.05             672,243
    1/1/2006 to 12/31/2006                          $12.05           $14.35             742,865
    1/1/2007 to 12/31/2007                          $14.35           $16.87             828,104
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.00             649,829
    1/1/2006 to 12/31/2006                          $10.00           $11.38           5,212,589
    1/1/2007 to 12/31/2007                          $11.38           $12.26           8,022,912
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.01           2,586,012
    1/1/2006 to 12/31/2006                          $10.01           $11.19          23,048,850
    1/1/2007 to 12/31/2007                          $11.19           $12.07          31,465,957
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.02           2,726,484
    1/1/2006 to 12/31/2006                          $10.02           $11.01          21,829,919
    1/1/2007 to 12/31/2007                          $11.01           $11.83          30,616,578
- ----------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.03             685,724
    1/1/2006 to 12/31/2006                          $10.03           $10.90           7,315,279
    1/1/2007 to 12/31/2007                          $10.90           $11.70          12,873,620



                                     A-41






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                                       --                 --
    1/1/2003 to 12/31/2003                                      --               --                 --
    1/1/2004 to 12/31/2004                                      --               --                 --
    1/1/2005 to 12/31/2005                                      --           $10.04            115,215
    1/1/2006 to 12/31/2006                                  $10.04           $10.66          3,303,256
    1/1/2007 to 12/31/2007                                  $10.66           $11.40          7,359,596
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.66          5,258,474
    1/1/2007 to 12/31/2007                                  $10.66           $11.48          8,525,849
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.58          3,781,525
    1/1/2007 to 12/31/2007                                  $10.58           $11.30          7,801,920
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.48          3,795,562
    1/1/2007 to 12/31/2007                                  $10.48           $11.49          7,899,326
- ------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $11.51            120,901
- ------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.04             74,936
- ------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.19            157,014
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.17             39,143
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.00             50,892
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98            213,630



 *  Denotes the start date of these sub-accounts.


                                    APEX II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.91           $10.53              0
    1/1/2006 to 12/31/2006                         $10.53           $12.55              0
    1/1/2007 to 12/31/2007                         $12.55           $13.32              0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    3/14/2005* to 12/31/2005                        $9.92           $11.16              0
    1/1/2006 to 12/31/2006                         $11.16           $13.10              0
    1/1/2007 to 12/31/2007                         $13.10           $15.12              0
- ---------------------------------------------------------------------------------------------------
AST International Value
    3/14/2005* to 12/31/2005                        $9.92           $10.59              0
    1/1/2006 to 12/31/2006                         $10.59           $13.09              0
    1/1/2007 to 12/31/2007                         $13.09           $14.95              0



                                     A-42






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST MFS Global Equity
    3/14/2005* to 12/31/2005                 $9.96           $10.36              0
    1/1/2006 to 12/31/2006                  $10.36           $12.49              0
    1/1/2007 to 12/31/2007                  $12.49           $13.25              0
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    3/14/2005* to 12/31/2005                $10.04           $10.31              0
    1/1/2006 to 12/31/2006                  $10.31           $11.27              0
    1/1/2007 to 12/31/2007                  $11.27           $11.71              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    3/14/2005* to 12/31/2005                $10.01           $10.20              0
    1/1/2006 to 12/31/2006                  $10.20           $10.66              0
    1/1/2007 to 12/31/2007                  $10.66           $12.27              0
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    3/14/2005* to 12/31/2005                $10.00           $10.84              0
    1/1/2006 to 12/31/2006                  $10.84           $11.87              0
    1/1/2007 to 12/31/2007                  $11.87           $12.80              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value
    3/14/2005* to 12/31/2005                $10.05           $10.44              0
    1/1/2006 to 12/31/2006                  $10.44           $11.87              0
    1/1/2007 to 12/31/2007                  $11.87           $10.92              0
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    3/14/2005* to 12/31/2005                $10.05           $10.53              0
    1/1/2006 to 12/31/2006                  $10.53           $12.26              0
    1/1/2007 to 12/31/2007                  $12.26           $11.22              0
- --------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    3/14/2005* to 12/31/2005                $10.04            $9.90              0
    1/1/2006 to 12/31/2006                   $9.90           $11.53              0
    1/1/2007 to 12/31/2007                  $11.53            $9.19              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    3/14/2005* to 12/31/2005                $10.00           $10.46              0
    1/1/2006 to 12/31/2006                  $10.46           $10.78              0
    1/1/2007 to 12/31/2007                  $10.78           $12.48              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    3/14/2005* to 12/31/2005                $10.05           $11.21              0
    1/1/2006 to 12/31/2006                  $11.21           $12.40              0
    1/1/2007 to 12/31/2007                  $12.40           $14.70              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    3/14/2005* to 12/31/2005                $10.02           $10.76              0
    1/1/2006 to 12/31/2006                  $10.76           $11.56              0
    1/1/2007 to 12/31/2007                  $11.56           $11.57              0
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    3/14/2005* to 12/2/2005                 $10.09           $11.59              0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    3/14/2005* to 12/31/2005                $10.06           $10.24              0
    1/1/2006 to 12/31/2006                  $10.24           $11.34              0
    1/1/2007 to 12/31/2007                  $11.34           $11.31              0
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    3/14/2005* to 12/31/2005                $10.00           $11.61              0
    1/1/2006 to 12/31/2006                  $11.61           $13.05              0
    1/1/2007 to 12/31/2007                  $13.05           $17.78              0



                                     A-43






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    3/14/2005* to 12/31/2005                   $10.02           $11.98              0
    1/1/2006 to 12/31/2006                     $11.98           $12.28              0
    1/1/2007 to 12/31/2007                     $12.28           $12.89              0
- -----------------------------------------------------------------------------------------------
AST MFS Growth
    3/14/2005* to 12/31/2005                   $10.04           $10.64              0
    1/1/2006 to 12/31/2006                     $10.64           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $12.63              0
- -----------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    3/14/2005* to 12/31/2005                   $10.12           $10.78              0
    1/1/2006 to 12/31/2006                     $10.78           $11.21              0
    1/1/2007 to 12/31/2007                     $11.21           $12.50              0
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    3/14/2005* to 12/31/2005                   $10.03           $10.64              0
    1/1/2006 to 12/31/2006                     $10.64           $11.35              0
    1/1/2007 to 12/31/2007                     $11.35           $12.55              0
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    3/14/2005* to 12/31/2005                   $10.08           $10.59              0
    1/1/2006 to 12/31/2006                     $10.59           $12.51              0
    1/1/2007 to 12/31/2007                     $12.51           $12.28              0
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    3/14/2005* to 12/2/2005                    $10.05           $11.21              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    3/14/2005* to 12/31/2005                   $10.08           $10.20              0
    1/1/2006 to 12/31/2006                     $10.20           $12.00              0
    1/1/2007 to 12/31/2007                     $12.00           $11.22              0
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    3/14/2005* to 12/31/2005                   $10.15           $11.88              0
    1/1/2006 to 12/31/2006                     $11.88           $15.76              0
    1/1/2007 to 12/31/2007                     $15.76           $12.24              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    3/14/2005* to 12/31/2005                   $10.05           $10.28              0
    1/1/2006 to 12/31/2006                     $10.28           $11.23              0
    1/1/2007 to 12/31/2007                     $11.23           $11.12              0
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    3/14/2005* to 12/31/2005                   $10.07           $10.22              0
    1/1/2006 to 12/31/2006                     $10.22           $11.58              0
    1/1/2007 to 12/31/2007                     $11.58           $11.22              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    3/14/2005* to 12/31/2005                   $10.05           $10.15              0
    1/1/2006 to 12/31/2006                     $10.15           $11.55              0
    1/1/2007 to 12/31/2007                     $11.55           $11.77              0
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    3/14/2005* to 12/31/2005                   $10.08           $10.44              0
    1/1/2006 to 12/31/2006                     $10.44           $11.99              0
    1/1/2007 to 12/31/2007                     $11.99           $11.29              0
- -----------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    3/14/2005* to 12/31/2005                   $10.01           $10.50              0
    1/1/2006 to 12/31/2006                     $10.50           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $11.20              0



                                     A-44






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    3/14/2005* to 12/31/2005                             $10.04           $10.20              0
    1/1/2006 to 12/31/2006                               $10.20           $10.85              0
    1/1/2007 to 12/31/2007                               $10.85           $11.46              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    3/14/2005* to 12/31/2005                             $10.03           $10.24              0
    1/1/2006 to 12/31/2006                               $10.24           $11.17              0
    1/1/2007 to 12/31/2007                               $11.17           $11.52              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    3/14/2005* to 12/31/2005                              $9.95            $9.34              0
    1/1/2006 to 12/31/2006                                $9.34            $9.63              0
    1/1/2007 to 12/31/2007                                $9.63           $10.24              0
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    3/14/2005* to 12/31/2005                              $9.98            $9.75              0
    1/1/2006 to 12/31/2006                                $9.75           $10.43              0
    1/1/2007 to 12/31/2007                               $10.43           $10.37              0
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    3/14/2005* to 12/31/2005                             $10.00            $9.84              0
    1/1/2006 to 12/31/2006                                $9.84           $10.48              0
    1/1/2007 to 12/31/2007                               $10.48           $10.78              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    3/14/2005* to 12/31/2005                              $9.99           $10.04              0
    1/1/2006 to 12/31/2006                               $10.04           $10.10              0
    1/1/2007 to 12/31/2007                               $10.10           $10.61              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    3/14/2005* to 12/31/2005                             $10.00            $9.94              0
    1/1/2006 to 12/31/2006                                $9.94           $10.01              0
    1/1/2007 to 12/31/2007                               $10.01           $10.37              0
- ---------------------------------------------------------------------------------------------------------
AST Money Market
    3/14/2005* to 12/31/2005                             $10.00            $9.99              0
    1/1/2006 to 12/31/2006                                $9.99           $10.13              0
    1/1/2007 to 12/31/2007                               $10.13           $10.31              0
- ---------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                              $9.88           $11.93              0
    1/1/2006 to 12/31/2006                               $11.93           $15.57              0
    1/1/2007 to 12/31/2007                               $15.57           $21.67              0
- ---------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    3/14/2005* to 12/31/2005                             $10.07           $10.08              0
    1/1/2006 to 12/31/2006                               $10.08           $11.60              0
    1/1/2007 to 12/31/2007                               $11.60           $11.57              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    3/14/2005* to 12/31/2005                             $10.05           $10.80              0
    1/1/2006 to 12/31/2006                               $10.80           $12.16              0
    1/1/2007 to 12/31/2007                               $12.16           $13.23              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    3/14/2005* to 12/31/2005                             $10.00           $10.60              0
    1/1/2006 to 12/31/2006                               $10.60           $11.36              0
    1/1/2007 to 12/31/2007                               $11.36           $11.87              0



                                     A-45






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    3/14/2005* to 12/31/2005             $10.06           $11.04              0
    1/1/2006 to 12/31/2006               $11.04           $11.27              0
    1/1/2007 to 12/31/2007               $11.27           $12.23              0
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    3/14/2005* to 12/31/2005             $10.06           $10.62              0
    1/1/2006 to 12/31/2006               $10.62           $12.00              0
    1/1/2007 to 12/31/2007               $12.00            $9.05              0
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    3/14/2005* to 12/31/2005              $9.90           $10.88              0
    1/1/2006 to 12/31/2006               $10.88           $13.00              0
    1/1/2007 to 12/31/2007               $13.00           $14.50              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    3/14/2005* to 4/15/2005              $10.02            $9.26              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    3/14/2005* to 12/31/2005             $10.02           $10.50              0
    1/1/2006 to 12/31/2006               $10.50           $10.79              0
    1/1/2007 to 12/31/2007               $10.79           $11.72              0
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    3/14/2005* to 12/31/2005                 --           $11.33              0
    1/1/2006 to 12/31/2006               $11.33           $12.20              0
    1/1/2007 to 12/31/2007               $12.20           $13.14              0
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    3/14/2005* to 12/31/2005              $9.99           $10.41              0
    1/1/2006 to 12/31/2006               $10.41           $11.87              0
    1/1/2007 to 12/31/2007               $11.87           $13.19              0
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    3/14/2005* to 12/31/2005              $9.99           $11.10              0
    1/1/2006 to 12/31/2006               $11.10           $14.99              0
    1/1/2007 to 12/31/2007               $14.99           $21.48              0
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    3/14/2005* to 12/31/2005              $9.95           $13.38              0
    1/1/2006 to 12/31/2006               $13.38           $14.38              0
    1/1/2007 to 12/31/2007               $14.38           $12.56              0
- -----------------------------------------------------------------------------------------
ProFund VP--Banks
    3/14/2005* to 12/31/2005             $10.08           $10.10              0
    1/1/2006 to 12/31/2006               $10.10           $11.31              0
    1/1/2007 to 12/31/2007               $11.31            $7.98              0
- -----------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    3/14/2005* to 12/31/2005              $9.98            $9.48              0
    1/1/2006 to 12/31/2006                $9.48           $10.62              0
    1/1/2007 to 12/31/2007               $10.62           $13.46              0
- -----------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    3/14/2005* to 12/31/2005             $10.48           $13.48              0
    1/1/2006 to 12/31/2006               $13.48           $12.55              0
    1/1/2007 to 12/31/2007               $12.55           $12.03              0
- -----------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    3/14/2005* to 12/31/2005             $10.04            $9.66              0
    1/1/2006 to 12/31/2006                $9.66           $10.50              0
    1/1/2007 to 12/31/2007               $10.50            $9.34              0



                                     A-46






                                                                       Number of
                                   Accumulation     Accumulation      Accumulation
                                   Unit Value at    Unit Value at Units Outstanding at
                                Beginning of Period End of Period    End of Period
                                                         
- --------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    3/14/2005* to 12/31/2005          $10.03            $9.73              0
    1/1/2006 to 12/31/2006             $9.73           $10.63              0
    1/1/2007 to 12/31/2007            $10.63           $11.09              0
- --------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    3/14/2005* to 12/31/2005          $10.07           $10.92              0
    1/1/2006 to 12/31/2006            $10.92           $12.78              0
    1/1/2007 to 12/31/2007            $12.78           $16.42              0
- --------------------------------------------------------------------------------------
ProFund VP--Financial
    3/14/2005* to 12/31/2005          $10.08           $10.53              0
    1/1/2006 to 12/31/2006            $10.53           $11.98              0
    1/1/2007 to 12/31/2007            $11.98            $9.40              0
- --------------------------------------------------------------------------------------
ProFund VP--Healthcare
    3/14/2005* to 12/31/2005          $10.09           $10.46              0
    1/1/2006 to 12/31/2006            $10.46           $10.68              0
    1/1/2007 to 12/31/2007            $10.68           $11.04              0
- --------------------------------------------------------------------------------------
ProFund VP--Industrial
    3/14/2005* to 12/31/2005          $10.06           $10.06              0
    1/1/2006 to 12/31/2006            $10.06           $10.90              0
    1/1/2007 to 12/31/2007            $10.90           $11.81              0
- --------------------------------------------------------------------------------------
ProFund VP--Internet
    3/14/2005* to 12/31/2005           $9.94           $12.71              0
    1/1/2006 to 12/31/2006            $12.71           $12.50              0
    1/1/2007 to 12/31/2007            $12.50           $13.36              0
- --------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    3/14/2005* to 12/31/2005          $10.02            $9.44              0
    1/1/2006 to 12/31/2006             $9.44           $10.27              0
    1/1/2007 to 12/31/2007            $10.27           $10.19              0
- --------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    3/14/2005* to 12/31/2005           $9.89           $12.00              0
    1/1/2006 to 12/31/2006            $12.00           $12.49              0
    1/1/2007 to 12/31/2007            $12.49           $14.84              0
- --------------------------------------------------------------------------------------
ProFund VP--Real Estate
    3/14/2005* to 12/31/2005          $10.15           $11.17              0
    1/1/2006 to 12/31/2006            $11.17           $14.36              0
    1/1/2007 to 12/31/2007            $14.36           $11.20              0
- --------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    3/14/2005* to 12/31/2005          $10.04           $10.65              0
    1/1/2006 to 12/31/2006            $10.65            $9.60              0
    1/1/2007 to 12/31/2007             $9.60            $9.97              0
- --------------------------------------------------------------------------------------
ProFund VP--Technology
    3/14/2005* to 12/31/2005          $10.03           $10.54              0
    1/1/2006 to 12/31/2006            $10.54           $11.05              0
    1/1/2007 to 12/31/2007            $11.05           $12.26              0
- --------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    3/14/2005* to 12/31/2005          $10.03            $9.74              0
    1/1/2006 to 12/31/2006             $9.74           $12.68              0
    1/1/2007 to 12/31/2007            $12.68           $13.33              0
- --------------------------------------------------------------------------------------
ProFund VP--Utilities
    3/14/2005* to 12/31/2005          $10.17           $10.60              0
    1/1/2006 to 12/31/2006            $10.60           $12.26              0
    1/1/2007 to 12/31/2007            $12.26           $13.77              0



                                     A-47






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP--Bull
    3/14/2005* to 12/31/2005           $10.05           $10.12              0
    1/1/2006 to 12/31/2006             $10.12           $11.16              0
    1/1/2007 to 12/31/2007             $11.16           $11.21              0
- ---------------------------------------------------------------------------------------
ProFund VP--Bear
    3/14/2005* to 12/31/2005            $9.94            $9.54              0
    1/1/2006 to 12/31/2006              $9.54            $8.56              0
    1/1/2007 to 12/31/2007              $8.56            $8.35              0
- ---------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    3/14/2005* to 12/31/2005           $10.11           $10.25              0
    1/1/2006 to 12/31/2006             $10.25           $12.23              0
    1/1/2007 to 12/31/2007             $12.23           $11.96              0
- ---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    3/14/2005* to 12/31/2005           $10.06           $10.55              0
    1/1/2006 to 12/31/2006             $10.55           $10.79              0
    1/1/2007 to 12/31/2007             $10.79           $12.31              0
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    3/14/2005* to 12/31/2005            $9.94            $9.14              0
    1/1/2006 to 12/31/2006              $9.14            $8.75              0
    1/1/2007 to 12/31/2007              $8.75            $7.50              0
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    3/14/2005* to 12/31/2005           $10.15           $11.04              0
    1/1/2006 to 12/31/2006             $11.04           $11.23              0
    1/1/2007 to 12/31/2007             $11.23           $14.00              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    3/14/2005* to 12/31/2005           $10.09           $10.60              0
    1/1/2006 to 12/31/2006             $10.60           $11.55              0
    1/1/2007 to 12/31/2007             $11.55           $11.31              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    3/14/2005* to 12/31/2005           $10.06           $10.76              0
    1/1/2006 to 12/31/2006             $10.76           $10.85              0
    1/1/2007 to 12/31/2007             $10.85           $11.76              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    3/14/2005* to 12/31/2005           $10.15           $11.38              0
    1/1/2006 to 12/31/2006             $11.38           $12.22              0
    1/1/2007 to 12/31/2007             $12.22           $12.55              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    3/14/2005* to 12/31/2005           $10.04           $10.30              0
    1/1/2006 to 12/31/2006             $10.30           $11.73              0
    1/1/2007 to 12/31/2007             $11.73           $10.55              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    3/14/2005* to 12/31/2005           $10.04           $10.48              0
    1/1/2006 to 12/31/2006             $10.48           $11.05              0
    1/1/2007 to 12/31/2007             $11.05           $11.15              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    3/14/2005* to 12/31/2005           $10.11           $10.66              0
    1/1/2006 to 12/31/2006             $10.66           $13.03              0
    1/1/2007 to 12/31/2007             $13.03           $10.97              0



                                     A-48






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    3/14/2005* to 12/31/2005                       $10.08           $10.54              0
    1/1/2006 to 12/31/2006                         $10.54            $9.76              0
    1/1/2007 to 12/31/2007                          $9.76           $10.43              0
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    3/14/2005* to 12/31/2005                        $9.91            $9.08              0
    1/1/2006 to 12/31/2006                          $9.08            $9.71              0
    1/1/2007 to 12/31/2007                          $9.71            $8.92              0
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    3/14/2005* to 12/31/2005                           --           $10.47              0
    1/1/2006 to 12/31/2006                         $10.47           $11.12              0
    1/1/2007 to 12/31/2007                         $11.12           $11.35              0
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    3/14/2005* to 12/31/2005                       $10.00            $9.74              0
    1/1/2006 to 12/31/2006                          $9.74            $9.83              0
    1/1/2007 to 12/31/2007                          $9.83           $10.07              0
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    3/14/2005* to 12/31/2005                       $10.03           $10.83              0
    1/1/2006 to 12/31/2006                         $10.83           $14.54              0
    1/1/2007 to 12/31/2007                         $14.54           $15.99              0
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    3/14/2005* to 12/31/2005                       $10.02           $10.43              0
    1/1/2006 to 12/31/2006                         $10.43           $11.29              0
    1/1/2007 to 12/31/2007                         $11.29           $11.98              0
- ---------------------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    3/14/2005* to 12/31/2005                       $10.06           $10.75              0
    1/1/2006 to 12/31/2006                         $10.75           $11.35              0
    1/1/2007 to 12/31/2007                         $11.35           $13.40              0
- ---------------------------------------------------------------------------------------------------
First Trust S&P Target 24
    3/14/2005* to 12/31/2005                       $10.10           $10.48              0
    1/1/2006 to 12/31/2006                         $10.48           $10.46              0
    1/1/2007 to 12/31/2007                         $10.46           $10.57              0
- ---------------------------------------------------------------------------------------------------
First Trust The Dow Target 10
    3/14/2005* to 12/31/2005                       $10.03            $9.53              0
    1/1/2006 to 12/31/2006                          $9.53           $11.61              0
    1/1/2007 to 12/31/2007                         $11.61           $11.33              0
- ---------------------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    3/14/2005* to 12/31/2005                           --            $9.67              0
    1/1/2006 to 12/31/2006                          $9.67           $11.08              0
    1/1/2007 to 12/31/2007                         $11.08           $10.87              0
- ---------------------------------------------------------------------------------------------------
First Trust Value Line Target 25
    3/14/2005* to 12/31/2005                       $10.00           $11.11              0
    1/1/2006 to 12/31/2006                         $11.11           $11.08              0
    1/1/2007 to 12/31/2007                         $11.08           $12.71              0
- ---------------------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    3/14/2005* to 12/31/2005                       $10.03            $9.98              0
    1/1/2006 to 12/31/2006                          $9.98           $10.56              0
    1/1/2007 to 12/31/2007                         $10.56           $10.96              0
- ---------------------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    3/14/2005* to 12/31/2005                       $10.07           $10.20              0
    1/1/2006 to 12/31/2006                         $10.20           $11.74              0
    1/1/2007 to 12/31/2007                         $11.74           $11.40              0



                                     A-49






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    3/14/2005* to 12/31/2005                                 $9.93            $8.94                 0
    1/1/2006 to 12/31/2006                                   $8.94            $8.36                 0
    1/1/2007 to 12/31/2007                                   $8.36            $7.87                 0
- ------------------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    3/14/2005* to 12/31/2005                                 $9.95            $9.17                 0
    1/1/2006 to 12/31/2006                                   $9.17            $7.84                 0
    1/1/2007 to 12/31/2007                                   $7.84            $7.95                 0
- ------------------------------------------------------------------------------------------------------------
SP International Growth
    3/14/2005* to 12/31/2005                                 $9.93           $11.18                 0
    1/1/2006 to 12/31/2006                                  $11.18           $13.12                 0
    1/1/2007 to 12/31/2007                                  $13.12           $15.22                 0
- ------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                               $10.00            $9.99                 0
    1/1/2006 to 12/31/2006                                   $9.99           $11.21                 0
    1/1/2007 to 12/31/2007                                  $11.21           $11.91                 0
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                               $10.00           $10.00                 0
    1/1/2006 to 12/31/2006                                  $10.00           $11.02             2,672
    1/1/2007 to 12/31/2007                                  $11.02           $11.73            10,225
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                               $10.00           $10.01                 0
    1/1/2006 to 12/31/2006                                  $10.01           $10.85            18,249
    1/1/2007 to 12/31/2007                                  $10.85           $11.49            19,931
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                               $10.00           $10.02                 0
    1/1/2006 to 12/31/2006                                  $10.02           $10.74                 0
    1/1/2007 to 12/31/2007                                  $10.74           $11.36             4,610
- ------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/05/2005* to 12/31/2005                               $10.00           $10.03                 0
    1/1/2006 to 12/31/2006                                  $10.03           $10.50                 0
    1/1/2007 to 12/31/2007                                  $10.50           $11.07                 0
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.54                 0
    1/1/2007 to 12/31/2007                                  $10.54           $11.20             7,920
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.47                 0
    1/1/2007 to 12/31/2007                                  $10.47           $11.02             5,264
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.37                 0
    1/1/2007 to 12/31/2007                                  $10.37           $11.20             5,929
- ------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $11.49                 0
- ------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.02                 0
- ------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.17                 0
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.15                 0
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98                 0
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.96                 0



 *  Denotes the start date of these sub-accounts.

                                     A-50




                                    ASXT SIX
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                           $8.56           2,569,506
    1/1/2003 to 12/31/2003                          $8.56           $11.00           2,415,394
    1/1/2004 to 12/31/2004                         $11.00           $12.67           3,227,381
    1/1/2005 to 12/31/2005                         $12.67           $13.84           5,621,836
    1/1/2006 to 12/31/2006                         $13.84           $16.71           4,715,269
    1/1/2007 to 12/31/2007                         $16.71           $17.98           4,504,935
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                           $9.72             835,523
    1/1/2003 to 12/31/2003                          $9.72           $13.39           5,547,558
    1/1/2004 to 12/31/2004                         $13.39           $15.30          11,265,469
    1/1/2005 to 12/31/2005                         $15.30           $17.54          12,141,522
    1/1/2006 to 12/31/2006                         $17.54           $20.87           9,628,446
    1/1/2007 to 12/31/2007                         $20.87           $24.43           8,347,423
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                           $8.19             269,995
    1/1/2003 to 12/31/2003                          $8.19           $10.79           1,201,268
    1/1/2004 to 12/31/2004                         $10.79           $12.84           1,897,469
    1/1/2005 to 12/31/2005                         $12.84           $14.36           2,013,544
    1/1/2006 to 12/31/2006                         $14.36           $18.00           3,305,620
    1/1/2007 to 12/31/2007                         $18.00           $20.85           4,044,519
- ---------------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2002 to 12/31/2002                                           $9.04             969,509
    1/1/2003 to 12/31/2003                          $9.04           $11.30           1,393,001
    1/1/2004 to 12/31/2004                         $11.30           $13.16           2,276,801
    1/1/2005 to 12/31/2005                         $13.16           $13.92           1,907,776
    1/1/2006 to 12/31/2006                         $13.92           $17.02           2,905,252
    1/1/2007 to 12/31/2007                         $17.02           $18.31           2,119,181
- ---------------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                           $6.92           1,970,250
    1/1/2003 to 12/31/2003                          $6.92            $9.89           3,292,593
    1/1/2004 to 12/31/2004                          $9.89            $9.05           2,242,129
    1/1/2005 to 12/31/2005                          $9.05            $9.04           2,134,730
    1/1/2006 to 12/31/2006                          $9.04           $10.01           1,867,490
    1/1/2007 to 12/31/2007                         $10.01           $10.55           1,740,242
- ---------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                           $7.67             639,695
    1/1/2003 to 12/31/2003                          $7.67           $11.13           1,682,193
    1/1/2004 to 12/31/2004                         $11.13           $11.98           1,618,719
    1/1/2005 to 12/31/2005                         $11.98           $11.83           1,385,430
    1/1/2006 to 12/31/2006                         $11.83           $12.53           1,174,654
    1/1/2007 to 12/31/2007                         $12.53           $14.63           1,215,825



                                     A-51






                                                                           Number of
                                       Accumulation     Accumulation      Accumulation
                                       Unit Value at    Unit Value at Units Outstanding at
                                    Beginning of Period End of Period    End of Period
                                                             
- ------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                  $7.64           1,255,415
    1/1/2003 to 12/31/2003                 $7.64           $12.74           3,085,373
    1/1/2004 to 12/31/2004                $12.74           $15.42           4,808,453
    1/1/2005 to 12/31/2005                $15.42           $16.60           5,464,856
    1/1/2006 to 12/31/2006                $16.60           $18.43           4,641,175
    1/1/2007 to 12/31/2007                $18.43           $20.16           4,026,646
- ------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value
    1/1/2002 to 12/31/2002                                  $9.26           1,492,775
    1/1/2003 to 12/31/2003                 $9.26           $12.85           1,504,296
    1/1/2004 to 12/31/2004                $12.85           $15.19           1,541,896
    1/1/2005 to 12/31/2005                $15.19           $15.68           1,243,642
    1/1/2006 to 12/31/2006                $15.68           $18.08           1,000,596
    1/1/2007 to 12/31/2007                $18.08           $16.87             758,170
- ------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                  $9.30           6,141,523
    1/1/2003 to 12/31/2003                 $9.30           $12.42          10,183,346
    1/1/2004 to 12/31/2004                $12.42           $14.22          10,785,030
    1/1/2005 to 12/31/2005                $14.22           $14.91          11,285,282
    1/1/2006 to 12/31/2006                $14.91           $17.61           9,098,178
    1/1/2007 to 12/31/2007                $17.61           $16.34           8,130,632
- ------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2002 to 12/31/2002                                  $7.66             423,387
    1/1/2003 to 12/31/2003                 $7.66           $10.81           1,134,865
    1/1/2004 to 12/31/2004                $10.81           $12.99           2,143,020
    1/1/2005 to 12/31/2005                $12.99           $12.92           2,106,236
    1/1/2006 to 12/31/2006                $12.92           $15.25           1,874,276
    1/1/2007 to 12/31/2007                $15.25           $12.33           1,578,237
- ------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                  $7.97           1,273,118
    1/1/2003 to 12/31/2003                 $7.97           $10.31           3,027,057
    1/1/2004 to 12/31/2004                $10.31           $11.80           4,375,813
    1/1/2005 to 12/31/2005                $11.80           $12.16           5,391,424
    1/1/2006 to 12/31/2006                $12.16           $12.71           4,189,111
    1/1/2007 to 12/31/2007                $12.71           $14.92           3,918,725
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2002 to 12/31/2002                                  $7.41           2,175,250
    1/1/2003 to 12/31/2003                 $7.41            $9.51           3,415,318
    1/1/2004 to 12/31/2004                 $9.51           $10.86           4,715,301
    1/1/2005 to 12/31/2005                $10.86           $12.12           5,728,446
    1/1/2006 to 12/31/2006                $12.12           $13.59           5,378,198
    1/1/2007 to 12/31/2007                $13.59           $16.34           6,560,811
- ------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                  $8.96           5,118,558
    1/1/2003 to 12/31/2003                 $8.96           $12.01           8,530,129
    1/1/2004 to 12/31/2004                $12.01           $14.51          11,461,684
    1/1/2005 to 12/31/2005                $14.51           $15.99          12,260,007
    1/1/2006 to 12/31/2006                $15.99           $17.42           9,574,218
    1/1/2007 to 12/31/2007                $17.42           $17.67           8,191,847



                                     A-52






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2002 to 12/31/2002                                    $6.80             658,419
    1/1/2003 to 12/31/2003                   $6.80            $9.07           2,002,166
    1/1/2004 to 12/31/2004                   $9.07            $9.67           1,798,457
    1/1/2005 to 12/2/2005                    $9.67           $11.10                   0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2002 to 12/31/2002                                    $8.17           1,200,225
    1/1/2003 to 12/31/2003                   $8.17           $10.91           2,513,413
    1/1/2004 to 12/31/2004                  $10.91           $12.38           2,587,064
    1/1/2005 to 12/31/2005                  $12.38           $12.83           1,988,252
    1/1/2006 to 12/31/2006                  $12.83           $14.42           1,907,063
    1/1/2007 to 12/31/2007                  $14.42           $14.57           1,540,522
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2002 to 12/31/2002                                    $9.59             724,670
    1/1/2003 to 12/31/2003                   $9.59           $12.59           2,011,627
    1/1/2004 to 12/31/2004                  $12.59           $16.25           2,040,188
    1/1/2005 to 12/31/2005                  $16.25           $21.00           3,677,614
    1/1/2006 to 12/31/2006                  $21.00           $23.93           2,942,718
    1/1/2007 to 12/31/2007                  $23.93           $33.07           3,950,105
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.46           1,869,353
    1/1/2003 to 12/31/2003                   $7.46            $9.08           2,098,873
    1/1/2004 to 12/31/2004                   $9.08            $9.44           2,378,881
    1/1/2005 to 12/31/2005                   $9.44           $10.81           3,925,740
    1/1/2006 to 12/31/2006                  $10.81           $11.23           4,132,529
    1/1/2007 to 12/31/2007                  $11.23           $11.96           5,137,246
- --------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                    $7.58           2,930,432
    1/1/2003 to 12/31/2003                   $7.58            $9.16           4,784,269
    1/1/2004 to 12/31/2004                   $9.16            $9.97           4,529,834
    1/1/2005 to 12/31/2005                   $9.97           $10.43           5,915,443
    1/1/2006 to 12/31/2006                  $10.43           $11.25           4,572,301
    1/1/2007 to 12/31/2007                  $11.25           $12.73           3,902,210
- --------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                    $8.32          10,144,317
    1/1/2003 to 12/31/2003                   $8.32           $10.78          20,138,164
    1/1/2004 to 12/31/2004                  $10.78           $12.26          28,117,310
    1/1/2005 to 12/31/2005                  $12.26           $12.88          32,140,125
    1/1/2006 to 12/31/2006                  $12.88           $13.59          26,497,526
    1/1/2007 to 12/31/2007                  $13.59           $15.36          23,963,028
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2002 to 12/31/2002                                    $7.67           1,349,939
    1/1/2003 to 12/31/2003                   $7.67            $9.45           2,053,023
    1/1/2004 to 12/31/2004                   $9.45            $9.64           2,785,100
    1/1/2005 to 12/31/2005                   $9.64            $9.80           2,531,900
    1/1/2006 to 12/31/2006                   $9.80           $10.60           2,498,654
    1/1/2007 to 12/31/2007                  $10.60           $11.88           2,806,534
- --------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2002 to 12/31/2002                                    $8.66             664,649
    1/1/2003 to 12/31/2003                   $8.66           $10.78           1,072,256
    1/1/2004 to 12/31/2004                  $10.78           $12.53           2,351,197
    1/1/2005 to 12/31/2005                  $12.53           $13.47           2,585,881
    1/1/2006 to 12/31/2006                  $13.47           $16.13           4,397,725
    1/1/2007 to 12/31/2007                  $16.13           $16.05           3,751,417



                                     A-53






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2002 to 12/31/2002                                       $7.99             965,912
    1/1/2003 to 12/31/2003                      $7.99            $9.91           1,387,072
    1/1/2004 to 12/31/2004                      $9.91           $10.72           1,620,391
    1/1/2005 to 12/2/2005                      $10.72           $11.86                   0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                       $8.76           6,005,922
    1/1/2003 to 12/31/2003                      $8.76           $11.06           3,621,862
    1/1/2004 to 12/31/2004                     $11.06           $12.39           4,643,022
    1/1/2005 to 12/31/2005                     $12.39           $12.86           4,311,857
    1/1/2006 to 12/31/2006                     $12.86           $15.34           5,318,094
    1/1/2007 to 12/31/2007                     $15.34           $14.55           4,469,636
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2002 to 12/31/2002                                      $10.08           1,563,489
    1/1/2003 to 12/31/2003                     $10.08           $13.63           3,097,315
    1/1/2004 to 12/31/2004                     $13.63           $18.49           4,080,179
    1/1/2005 to 12/31/2005                     $18.49           $20.88           3,749,124
    1/1/2006 to 12/31/2006                     $20.88           $28.08           3,925,105
    1/1/2007 to 12/31/2007                     $28.08           $22.11           2,254,421
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2002 to 12/31/2002                                       $8.17           3,662,406
    1/1/2003 to 12/31/2003                      $8.17           $10.23           5,442,511
    1/1/2004 to 12/31/2004                     $10.23           $11.07           6,845,369
    1/1/2005 to 12/31/2005                     $11.07           $11.27           6,774,078
    1/1/2006 to 12/31/2006                     $11.27           $12.48           6,255,253
    1/1/2007 to 12/31/2007                     $12.48           $12.53           5,371,782
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2002 to 12/31/2002                                       $8.25           1,751,136
    1/1/2003 to 12/31/2003                      $8.25           $10.45           2,115,438
    1/1/2004 to 12/31/2004                     $10.45           $11.57           4,670,846
    1/1/2005 to 12/31/2005                     $11.57           $11.90           4,205,655
    1/1/2006 to 12/31/2006                     $11.90           $13.68           3,984,557
    1/1/2007 to 12/31/2007                     $13.68           $13.44           3,435,528
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                       $8.06           6,667,373
    1/1/2003 to 12/31/2003                      $8.06           $10.50          21,264,670
    1/1/2004 to 12/31/2004                     $10.50           $11.46          25,850,506
    1/1/2005 to 12/31/2005                     $11.46           $11.81          31,190,346
    1/1/2006 to 12/31/2006                     $11.81           $13.62          23,350,650
    1/1/2007 to 12/31/2007                     $13.62           $14.08          19,997,748
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                       $8.34           2,110,071
    1/1/2003 to 12/31/2003                      $8.34            $9.83           2,647,064
    1/1/2004 to 12/31/2004                      $9.83           $11.17           3,717,848
    1/1/2005 to 12/31/2005                     $11.17           $11.69           5,245,455
    1/1/2006 to 12/31/2006                     $11.69           $13.62           5,568,043
    1/1/2007 to 12/31/2007                     $13.62           $13.00           4,973,375



                                     A-54






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2002 to 12/31/2002                                                 $8.71             847,517
    1/1/2003 to 12/31/2003                                $8.71           $10.24             898,161
    1/1/2004 to 12/31/2004                               $10.24           $11.19           1,061,887
    1/1/2005 to 12/31/2005                               $11.19           $11.77           1,055,033
    1/1/2006 to 12/31/2006                               $11.77           $12.86           1,120,866
    1/1/2007 to 12/31/2007                               $12.86           $12.90           2,745,236
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2002 to 12/31/2002                                                 $9.14           1,126,058
    1/1/2003 to 12/31/2003                                $9.14           $10.69           2,045,205
    1/1/2004 to 12/31/2004                               $10.69           $11.46           2,335,598
    1/1/2005 to 12/31/2005                               $11.46           $11.79           2,294,531
    1/1/2006 to 12/31/2006                               $11.79           $12.72           2,165,859
    1/1/2007 to 12/31/2007                               $12.72           $13.62           2,277,264
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2002 to 12/31/2002                                                 $9.09             921,329
    1/1/2003 to 12/31/2003                                $9.09           $11.09           2,243,566
    1/1/2004 to 12/31/2004                               $11.09           $12.13           3,551,315
    1/1/2005 to 12/31/2005                               $12.13           $12.49           4,192,626
    1/1/2006 to 12/31/2006                               $12.49           $13.82           4,776,442
    1/1/2007 to 12/31/2007                               $13.82           $14.45           6,387,795
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                                $11.34           1,739,313
    1/1/2003 to 12/31/2003                               $11.34           $12.59           2,962,471
    1/1/2004 to 12/31/2004                               $12.59           $13.45           4,717,822
    1/1/2005 to 12/31/2005                               $13.45           $12.64           6,261,824
    1/1/2006 to 12/31/2006                               $12.64           $13.21           6,093,700
    1/1/2007 to 12/31/2007                               $13.21           $14.24           6,452,566
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    1/1/2002 to 12/31/2002                                                 $9.71           5,592,940
    1/1/2003 to 12/31/2003                                $9.71           $11.61          12,201,163
    1/1/2004 to 12/31/2004                               $11.61           $12.69          13,717,128
    1/1/2005 to 12/31/2005                               $12.69           $12.62           9,658,908
    1/1/2006 to 12/31/2006                               $12.62           $13.70           9,653,937
    1/1/2007 to 12/31/2007                               $13.70           $13.80           6,461,538
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                                 $9.94           4,146,530
    1/1/2003 to 12/31/2003                                $9.94           $11.61           7,751,236
    1/1/2004 to 12/31/2004                               $11.61           $12.26           8,369,008
    1/1/2005 to 12/31/2005                               $12.26           $12.20          12,427,806
    1/1/2006 to 12/31/2006                               $12.20           $13.17          10,147,675
    1/1/2007 to 12/31/2007                               $13.17           $13.74           8,365,789
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                                $10.57          20,544,075
    1/1/2003 to 12/31/2003                               $10.57           $10.95          26,287,388
    1/1/2004 to 12/31/2004                               $10.95           $11.31          33,208,757
    1/1/2005 to 12/31/2005                               $11.31           $11.40          22,436,395
    1/1/2006 to 12/31/2006                               $11.40           $11.63          21,700,661
    1/1/2007 to 12/31/2007                               $11.63           $12.39          21,645,194



                                     A-55






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
                                                 Beginning of Period End of Period    End of Period
                                                                          
- -------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                              $10.34          11,274,642
    1/1/2003 to 12/31/2003                             $10.34           $10.51          15,242,856
    1/1/2004 to 12/31/2004                             $10.51           $10.55          21,299,789
    1/1/2005 to 12/31/2005                             $10.55           $10.54          28,031,653
    1/1/2006 to 12/31/2006                             $10.54           $10.76          22,394,558
    1/1/2007 to 12/31/2007                             $10.76           $11.31          20,392,150
- -------------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                               $9.96          36,255,772
    1/1/2003 to 12/31/2003                              $9.96            $9.86          32,730,501
    1/1/2004 to 12/31/2004                              $9.86            $9.78          29,870,585
    1/1/2005 to 12/31/2005                              $9.78            $9.88          42,442,274
    1/1/2006 to 12/31/2006                              $9.88           $10.16          46,325,237
    1/1/2007 to 12/31/2007                             $10.16           $10.48          56,111,128
- -------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2002 to 12/31/2002                                               $8.66             283,466
    1/1/2003 to 12/31/2003                              $8.66           $13.60           1,763,660
    1/1/2004 to 12/31/2004                             $13.60           $16.02           2,103,950
    1/1/2005 to 12/31/2005                             $16.02           $20.72           3,395,891
    1/1/2006 to 12/31/2006                             $20.72           $27.43           2,835,328
    1/1/2007 to 12/31/2007                             $27.43           $38.71           3,344,620
- -------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2002 to 12/31/2002                                               $8.25             196,720
    1/1/2003 to 12/31/2003                              $8.25           $10.23             314,757
    1/1/2004 to 12/31/2004                             $10.23           $11.18             590,808
    1/1/2005 to 12/31/2005                             $11.18           $11.59             534,649
    1/1/2006 to 12/31/2006                             $11.59           $13.51             582,613
    1/1/2007 to 12/31/2007                             $13.51           $13.66             497,296
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2002 to 12/31/2002                                               $7.09             543,762
    1/1/2003 to 12/31/2003                              $7.09            $9.61             889,464
    1/1/2004 to 12/31/2004                              $9.61           $10.72             668,032
    1/1/2005 to 12/31/2005                             $10.72           $11.67             602,064
    1/1/2006 to 12/31/2006                             $11.67           $13.33             605,730
    1/1/2007 to 12/31/2007                             $13.33           $14.70             631,476
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2002 to 12/31/2002                                               $5.50             293,307
    1/1/2003 to 12/31/2003                              $5.50            $7.87             578,651
    1/1/2004 to 12/31/2004                              $7.87            $8.09             512,424
    1/1/2005 to 12/31/2005                              $8.09            $8.13             453,391
    1/1/2006 to 12/31/2006                              $8.13            $8.84             513,442
    1/1/2007 to 12/31/2007                              $8.84            $9.36             630,739
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2002 to 12/31/2002                                               $8.00             475,873
    1/1/2003 to 12/31/2003                              $8.00           $10.05             698,364
    1/1/2004 to 12/31/2004                             $10.05           $10.64             937,586
    1/1/2005 to 12/31/2005                             $10.64           $11.31           1,131,375
    1/1/2006 to 12/31/2006                             $11.31           $11.71           1,250,782
    1/1/2007 to 12/31/2007                             $11.71           $12.88           1,163,277



                                     A-56






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2002 to 12/31/2002                                 $8.76            366,258
    1/1/2003 to 12/31/2003                $8.76           $11.17            607,265
    1/1/2004 to 12/31/2004               $11.17           $11.94            585,185
    1/1/2005 to 12/31/2005               $11.94           $12.43          1,042,992
    1/1/2006 to 12/31/2006               $12.43           $14.24            778,674
    1/1/2007 to 12/31/2007               $14.24           $10.89            465,175
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                 $8.15            113,389
    1/1/2003 to 12/31/2003                $8.15           $11.65            189,143
    1/1/2004 to 12/31/2004               $11.65           $13.66            414,631
    1/1/2005 to 12/31/2005               $13.66           $15.59            689,816
    1/1/2006 to 12/31/2006               $15.59           $18.88          1,081,552
    1/1/2007 to 12/31/2007               $18.88           $21.35          1,401,663
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2002 to 12/31/2002                                 $7.44            127,728
    1/1/2003 to 12/31/2003                $7.44           $11.12            815,621
    1/1/2004 to 12/31/2004               $11.12           $11.58            702,642
    1/1/2005 to 4/15/2005                $11.58           $10.31                  0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                 $7.78             39,943
    1/1/2003 to 12/31/2003                $7.78           $10.71            404,789
    1/1/2004 to 12/31/2004               $10.71           $11.29            570,123
    1/1/2005 to 12/31/2005               $11.29           $11.53            281,775
    1/1/2006 to 12/31/2006               $11.53           $12.03            241,307
    1/1/2007 to 12/31/2007               $12.03           $13.24            249,298
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2002 to 12/31/2002                                    --                 --
    1/1/2003 to 12/31/2003                   --               --                 --
    1/1/2004 to 12/31/2004                   --               --                 --
    1/1/2005 to 12/31/2005                   --           $11.44            606,614
    1/1/2006 to 12/31/2006               $11.44           $12.49            553,827
    1/1/2007 to 12/31/2007               $12.49           $13.64            604,401
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2002 to 12/31/2002                                 $7.93            292,396
    1/1/2003 to 12/31/2003                $7.93           $10.83          2,116,400
    1/1/2004 to 12/31/2004               $10.83           $12.17          1,812,435
    1/1/2005 to 12/31/2005               $12.17           $12.94          1,133,421
    1/1/2006 to 12/31/2006               $12.94           $14.95          2,790,577
    1/1/2007 to 12/31/2007               $14.95           $16.85          1,487,885
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2002 to 12/31/2002                                 $7.75            281,993
    1/1/2003 to 12/31/2003                $7.75           $12.57            942,605
    1/1/2004 to 12/31/2004               $12.57           $12.30            896,010
    1/1/2005 to 12/31/2005               $12.30           $14.45          1,723,105
    1/1/2006 to 12/31/2006               $14.45           $19.80          3,073,769
    1/1/2007 to 12/31/2007               $19.80           $28.77          2,473,589
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2002 to 12/31/2002                                 $7.24             65,845
    1/1/2003 to 12/31/2003                $7.24            $9.03            426,718
    1/1/2004 to 12/31/2004                $9.03            $9.55            710,879
    1/1/2005 to 12/31/2005                $9.55           $13.31          3,413,955
    1/1/2006 to 12/31/2006               $13.31           $14.51          1,650,266
    1/1/2007 to 12/31/2007               $14.51           $12.85            552,230



                                     A-57






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2002 to 12/31/2002                            $8.56            101,136
    1/1/2003 to 12/31/2003           $8.56           $10.90             93,067
    1/1/2004 to 12/31/2004          $10.90           $11.98            229,711
    1/1/2005 to 12/31/2005          $11.98           $11.77            351,876
    1/1/2006 to 12/31/2006          $11.77           $13.35            402,883
    1/1/2007 to 12/31/2007          $13.35            $9.55            389,926
- ------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2002 to 12/31/2002                            $8.46             76,331
    1/1/2003 to 12/31/2003           $8.46           $10.95          1,512,864
    1/1/2004 to 12/31/2004          $10.95           $11.87            529,237
    1/1/2005 to 12/31/2005          $11.87           $11.96            681,692
    1/1/2006 to 12/31/2006          $11.96           $13.58            779,466
    1/1/2007 to 12/31/2007          $13.58           $17.45          2,684,333
- ------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2002 to 12/31/2002                            $7.09            130,082
    1/1/2003 to 12/31/2003           $7.09            $9.75            208,971
    1/1/2004 to 12/31/2004           $9.75           $10.52            757,678
    1/1/2005 to 12/31/2005          $10.52           $12.34            697,686
    1/1/2006 to 12/31/2006          $12.34           $11.64            393,923
    1/1/2007 to 12/31/2007          $11.64           $11.31            609,746
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2002 to 12/31/2002                            $7.25            128,022
    1/1/2003 to 12/31/2003           $7.25            $9.04            136,269
    1/1/2004 to 12/31/2004           $9.04            $9.56            430,620
    1/1/2005 to 12/31/2005           $9.56            $8.97             86,431
    1/1/2006 to 12/31/2006           $8.97            $9.88            192,639
    1/1/2007 to 12/31/2007           $9.88            $8.91             67,292
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2002 to 12/31/2002                            $8.28            148,446
    1/1/2003 to 12/31/2003           $8.28            $9.64             58,425
    1/1/2004 to 12/31/2004           $9.64           $10.36            369,007
    1/1/2005 to 12/31/2005          $10.36           $10.15            161,037
    1/1/2006 to 12/31/2006          $10.15           $11.25            548,567
    1/1/2007 to 12/31/2007          $11.25           $11.90            715,235
- ------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2002 to 12/31/2002                            $8.71            299,833
    1/1/2003 to 12/31/2003           $8.71           $10.48          1,225,844
    1/1/2004 to 12/31/2004          $10.48           $13.33          1,856,882
    1/1/2005 to 12/31/2005          $13.33           $17.22          2,573,776
    1/1/2006 to 12/31/2006          $17.22           $20.43          2,251,126
    1/1/2007 to 12/31/2007          $20.43           $26.61          2,322,451
- ------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2002 to 12/31/2002                            $8.85            221,377
    1/1/2003 to 12/31/2003           $8.85           $11.23            398,159
    1/1/2004 to 12/31/2004          $11.23           $12.19            553,342
    1/1/2005 to 12/31/2005          $12.19           $12.46            616,873
    1/1/2006 to 12/31/2006          $12.46           $14.38            913,872
    1/1/2007 to 12/31/2007          $14.38           $11.44            498,292



                                     A-58






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2002 to 12/31/2002                            $7.94            388,508
    1/1/2003 to 12/31/2003           $7.94            $9.17            707,449
    1/1/2004 to 12/31/2004           $9.17            $9.23          1,318,525
    1/1/2005 to 12/31/2005           $9.23            $9.63          2,175,821
    1/1/2006 to 12/31/2006           $9.63            $9.96          2,106,409
    1/1/2007 to 12/31/2007           $9.96           $10.44          2,120,859
- ------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2002 to 12/31/2002                            $7.93             12,642
    1/1/2003 to 12/31/2003           $7.93           $10.01            318,339
    1/1/2004 to 12/31/2004          $10.01           $11.15            253,411
    1/1/2005 to 12/31/2005          $11.15           $11.23            211,677
    1/1/2006 to 12/31/2006          $11.23           $12.33            242,684
    1/1/2007 to 12/31/2007          $12.33           $13.55            708,921
- ------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2002 to 12/31/2002                            $8.57            306,572
    1/1/2003 to 12/31/2003           $8.57           $15.00            206,876
    1/1/2004 to 12/31/2004          $15.00           $17.89            992,879
    1/1/2005 to 12/31/2005          $17.89           $18.90            467,320
    1/1/2006 to 12/31/2006          $18.90           $18.84            200,072
    1/1/2007 to 12/31/2007          $18.84           $20.42            435,015
- ------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2002 to 12/31/2002                            $8.56            136,559
    1/1/2003 to 12/31/2003           $8.56            $8.89            266,978
    1/1/2004 to 12/31/2004           $8.89            $7.93            527,336
    1/1/2005 to 12/31/2005           $7.93            $7.51            515,768
    1/1/2006 to 12/31/2006           $7.51            $8.28            716,678
    1/1/2007 to 12/31/2007           $8.28            $8.33            492,538
- ------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2002 to 12/31/2002                            $9.70          1,175,651
    1/1/2003 to 12/31/2003           $9.70           $13.29          1,329,806
    1/1/2004 to 12/31/2004          $13.29           $11.77          1,479,384
    1/1/2005 to 12/31/2005          $11.77           $14.62          2,426,530
    1/1/2006 to 12/31/2006          $14.62           $15.44          2,487,596
    1/1/2007 to 12/31/2007          $15.44           $18.60          3,177,702
- ------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2002 to 12/31/2002                            $9.86            441,318
    1/1/2003 to 12/31/2003           $9.86           $12.91            462,906
    1/1/2004 to 12/31/2004          $12.91           $16.15          1,816,706
    1/1/2005 to 12/31/2005          $16.15           $16.96            501,989
    1/1/2006 to 12/31/2006          $16.96           $22.10            926,728
    1/1/2007 to 12/31/2007          $22.10           $17.47            505,436
- ------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/2002 to 12/31/2002                            $5.14             93,241
    1/1/2003 to 12/31/2003           $5.14            $9.51            423,958
    1/1/2004 to 12/31/2004           $9.51            $7.15            694,352
    1/1/2005 to 12/31/2005           $7.15            $7.64            746,085
    1/1/2006 to 12/31/2006           $7.64            $6.98            339,250
    1/1/2007 to 12/31/2007           $6.98            $7.35            272,048



                                     A-59






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2002 to 12/31/2002                             $6.03            254,131
    1/1/2003 to 12/31/2003            $6.03            $8.66            497,972
    1/1/2004 to 12/31/2004            $8.66            $8.48            727,580
    1/1/2005 to 12/31/2005            $8.48            $8.45            577,739
    1/1/2006 to 12/31/2006            $8.45            $8.98            673,628
    1/1/2007 to 12/31/2007            $8.98           $10.10          1,668,456
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2002 to 12/31/2002                             $7.15            272,408
    1/1/2003 to 12/31/2003            $7.15            $7.21            398,350
    1/1/2004 to 12/31/2004            $7.21            $8.19            460,848
    1/1/2005 to 12/31/2005            $8.19            $7.52            456,586
    1/1/2006 to 12/31/2006            $7.52            $9.93          1,277,316
    1/1/2007 to 12/31/2007            $9.93           $10.59          1,098,402
- -------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2002 to 12/31/2002                             $7.83            521,419
    1/1/2003 to 12/31/2003            $7.83            $9.34            618,427
    1/1/2004 to 12/31/2004            $9.34           $11.13          1,060,939
    1/1/2005 to 12/31/2005           $11.13           $12.37          1,996,877
    1/1/2006 to 12/31/2006           $12.37           $14.51          2,195,309
    1/1/2007 to 12/31/2007           $14.51           $16.52          3,808,582
- -------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2002 to 12/31/2002                             $7.97            954,792
    1/1/2003 to 12/31/2003            $7.97            $9.84          3,563,562
    1/1/2004 to 12/31/2004            $9.84           $10.53          8,215,357
    1/1/2005 to 12/31/2005           $10.53           $10.64          7,846,866
    1/1/2006 to 12/31/2006           $10.64           $11.90          7,031,661
    1/1/2007 to 12/31/2007           $11.90           $12.12          4,013,033
- -------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2002 to 12/31/2002                            $11.38          1,532,543
    1/1/2003 to 12/31/2003           $11.38            $8.44          1,886,515
    1/1/2004 to 12/31/2004            $8.44            $7.45          1,202,243
    1/1/2005 to 12/31/2005            $7.45            $7.23          2,169,662
    1/1/2006 to 12/31/2006            $7.23            $6.57          1,868,606
    1/1/2007 to 12/31/2007            $6.57            $6.50          1,722,065
- -------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2002 to 12/31/2002                             $6.78            297,435
    1/1/2003 to 12/31/2003            $6.78           $10.20          1,431,345
    1/1/2004 to 12/31/2004           $10.20           $11.76          2,817,803
    1/1/2005 to 12/31/2005           $11.76           $11.87          1,158,025
    1/1/2006 to 12/31/2006           $11.87           $14.36          1,596,920
    1/1/2007 to 12/31/2007           $14.36           $14.24          1,964,725
- -------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/2002 to 12/31/2002                             $6.45          1,346,852
    1/1/2003 to 12/31/2003            $6.45            $9.32          4,445,234
    1/1/2004 to 12/31/2004            $9.32            $9.94          4,885,351
    1/1/2005 to 12/31/2005            $9.94            $9.80          2,467,486
    1/1/2006 to 12/31/2006            $9.80           $10.16          1,764,614
    1/1/2007 to 12/31/2007           $10.16           $11.76          2,265,084



                                     A-60






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2002 to 12/31/2002                              $11.00            433,181
    1/1/2003 to 12/31/2003             $11.00            $6.78          1,535,439
    1/1/2004 to 12/31/2004              $6.78            $5.93            908,064
    1/1/2005 to 12/31/2005              $5.93            $5.88          2,494,112
    1/1/2006 to 12/31/2006              $5.88            $5.70          1,891,265
    1/1/2007 to 12/31/2007              $5.70            $4.96            860,024
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2002 to 12/31/2002                               $3.53          1,003,123
    1/1/2003 to 12/31/2003              $3.53            $7.03          3,410,589
    1/1/2004 to 12/31/2004              $7.03            $7.89          6,592,447
    1/1/2005 to 12/31/2005              $7.89            $7.47          4,740,165
    1/1/2006 to 12/31/2006              $7.47            $7.70          2,319,572
    1/1/2007 to 12/31/2007              $7.70            $9.73          4,024,405
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    1/1/2002 to 12/31/2002                               $7.66            438,387
    1/1/2003 to 12/31/2003              $7.66           $10.23          1,455,513
    1/1/2004 to 12/31/2004             $10.23           $11.67          2,632,869
    1/1/2005 to 12/31/2005             $11.67           $12.49          2,164,543
    1/1/2006 to 12/31/2006             $12.49           $13.80          1,978,580
    1/1/2007 to 12/31/2007             $13.80           $13.70          1,436,105
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2002 to 12/31/2002                               $7.70            439,054
    1/1/2003 to 12/31/2003              $7.70            $9.69          1,009,867
    1/1/2004 to 12/31/2004              $9.69           $10.58          2,220,901
    1/1/2005 to 12/31/2005             $10.58           $11.58          5,059,311
    1/1/2006 to 12/31/2006             $11.58           $11.84          1,594,539
    1/1/2007 to 12/31/2007             $11.84           $13.01          2,101,505
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2002 to 12/31/2002                               $5.71            477,953
    1/1/2003 to 12/31/2003              $5.71            $9.55          1,112,311
    1/1/2004 to 12/31/2004              $9.55           $11.99          3,106,849
    1/1/2005 to 12/31/2005             $11.99           $13.91          1,935,487
    1/1/2006 to 12/31/2006             $13.91           $15.14          1,588,771
    1/1/2007 to 12/31/2007             $15.14           $15.77          1,072,846
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2002 to 12/31/2002                               $7.09            994,778
    1/1/2003 to 12/31/2003              $7.09            $9.39          5,144,632
    1/1/2004 to 12/31/2004              $9.39           $11.10          4,088,760
    1/1/2005 to 12/31/2005             $11.10           $11.35          1,398,442
    1/1/2006 to 12/31/2006             $11.35           $13.11          2,446,357
    1/1/2007 to 12/31/2007             $13.11           $11.96            714,107
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2002 to 12/31/2002                               $7.69            772,260
    1/1/2003 to 12/31/2003              $7.69           $10.16          3,868,951
    1/1/2004 to 12/31/2004             $10.16           $11.98          4,677,820
    1/1/2005 to 12/31/2005             $11.98           $12.67          4,579,887
    1/1/2006 to 12/31/2006             $12.67           $13.54          1,643,633
    1/1/2007 to 12/31/2007             $13.54           $13.85            676,467



                                     A-61






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2002 to 12/31/2002                                           $6.14            212,085
    1/1/2003 to 12/31/2003                          $6.14           $12.04          1,702,558
    1/1/2004 to 12/31/2004                         $12.04           $15.52          5,098,565
    1/1/2005 to 12/31/2005                         $15.52           $15.23            816,755
    1/1/2006 to 12/31/2006                         $15.23           $18.87          1,580,595
    1/1/2007 to 12/31/2007                         $18.87           $16.11            527,856
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2002 to 12/31/2002                                          $11.56          2,486,854
    1/1/2003 to 12/31/2003                         $11.56           $11.08            731,470
    1/1/2004 to 12/31/2004                         $11.08           $11.79          1,051,158
    1/1/2005 to 12/31/2005                         $11.79           $12.64          2,312,868
    1/1/2006 to 12/31/2006                         $12.64           $11.86            821,668
    1/1/2007 to 12/31/2007                         $11.86           $12.85          2,443,725
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2002 to 12/31/2002                                           $8.02            165,792
    1/1/2003 to 12/31/2003                          $8.02            $7.56          1,817,924
    1/1/2004 to 12/31/2004                          $7.56            $6.63          5,314,528
    1/1/2005 to 12/31/2005                          $6.63            $6.00          3,415,324
    1/1/2006 to 12/31/2006                          $6.00            $6.50          4,567,551
    1/1/2007 to 12/31/2007                          $6.50            $6.06          1,806,294
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --               --                 --
    1/1/2005 to 12/31/2005                             --           $10.56            899,141
    1/1/2006 to 12/31/2006                         $10.56           $11.38          1,207,864
    1/1/2007 to 12/31/2007                         $11.38           $11.78            898,024
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2002 to 12/31/2002                                           $6.80             19,826
    1/1/2003 to 12/31/2003                          $6.80            $9.16             66,435
    1/1/2004 to 12/31/2004                          $9.16           $10.03             91,924
    1/1/2005 to 12/31/2005                         $10.03            $9.92             87,726
    1/1/2006 to 12/31/2006                          $9.92           $10.15            100,227
    1/1/2007 to 12/31/2007                         $10.15           $10.55            106,856
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --           $11.85            311,233
    1/1/2005 to 12/31/2005                         $11.85           $12.84            590,605
    1/1/2006 to 12/31/2006                         $12.84           $17.48          1,507,757
    1/1/2007 to 12/31/2007                         $17.48           $19.49          2,078,809
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --           $11.32          1,777,316
    1/1/2005 to 12/31/2005                         $11.32           $11.94          2,420,873
    1/1/2006 to 12/31/2006                         $11.94           $13.10          2,772,210
    1/1/2007 to 12/31/2007                         $13.10           $14.10          2,203,754



                                     A-62






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.66             82,809
    1/1/2005 to 12/31/2005             $10.66           $10.83            134,177
    1/1/2006 to 12/31/2006             $10.83           $11.60            199,508
    1/1/2007 to 12/31/2007             $11.60           $13.88            403,709
- ---------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.75            173,851
    1/1/2005 to 12/31/2005             $10.75           $11.01            304,840
    1/1/2006 to 12/31/2006             $11.01           $11.14            290,152
    1/1/2007 to 12/31/2007             $11.14           $11.42            274,858
- ---------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.48            155,695
    1/1/2005 to 12/31/2005             $10.48            $9.98            194,864
    1/1/2006 to 12/31/2006              $9.98           $12.32            481,064
    1/1/2007 to 12/31/2007             $12.32           $12.20            235,030
- ---------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --               --                 --
    1/1/2005 to 12/31/2005                 --            $9.76          1,240,527
    1/1/2006 to 12/31/2006              $9.76           $11.34          2,310,768
    1/1/2007 to 12/31/2007             $11.34           $11.28          2,000,024
- ---------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $12.59            389,792
    1/1/2005 to 12/31/2005             $12.59           $14.82          1,068,339
    1/1/2006 to 12/31/2006             $14.82           $15.00          1,119,827
    1/1/2007 to 12/31/2007             $15.00           $17.43          1,173,103
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.37             72,725
    1/1/2005 to 12/31/2005             $10.37           $10.30          2,620,751
    1/1/2006 to 12/31/2006             $10.30           $11.05          2,181,106
    1/1/2007 to 12/31/2007             $11.05           $11.62          2,009,820
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.37            159,605
    1/1/2005 to 12/31/2005             $10.37           $10.51          2,141,308
    1/1/2006 to 12/31/2006             $10.51           $12.26          4,023,312
    1/1/2007 to 12/31/2007             $12.26           $12.08          1,984,257



                                     A-63






                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --            $9.70              39,360
    1/1/2005 to 12/31/2005                           $9.70            $8.64             364,782
    1/1/2006 to 12/31/2006                           $8.64            $8.18             254,207
    1/1/2007 to 12/31/2007                           $8.18            $7.82             131,223
- ----------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --            $9.54             136,809
    1/1/2005 to 12/31/2005                           $9.54            $9.11             220,843
    1/1/2006 to 12/31/2006                           $9.11            $7.90             560,897
    1/1/2007 to 12/31/2007                           $7.90            $8.12           1,000,449
- ----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --           $10.53             269,671
    1/1/2005 to 12/31/2005                          $10.53           $12.05             672,243
    1/1/2006 to 12/31/2006                          $12.05           $14.35             742,865
    1/1/2007 to 12/31/2007                          $14.35           $16.87             828,104
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.00             649,829
    1/1/2006 to 12/31/2006                          $10.00           $11.38           5,212,589
    1/1/2007 to 12/31/2007                          $11.38           $12.26           8,022,912
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.01           2,586,012
    1/1/2006 to 12/31/2006                          $10.01           $11.19          23,048,850
    1/1/2007 to 12/31/2007                          $11.19           $12.07          31,465,957
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.02           2,726,484
    1/1/2006 to 12/31/2006                          $10.02           $11.01          21,829,919
    1/1/2007 to 12/31/2007                          $11.01           $11.83          30,616,578
- ----------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.03             685,724
    1/1/2006 to 12/31/2006                          $10.03           $10.90           7,315,279
    1/1/2007 to 12/31/2007                          $10.90           $11.70          12,873,620



                                     A-64






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                                       --                 --
    1/1/2003 to 12/31/2003                                      --               --                 --
    1/1/2004 to 12/31/2004                                      --               --                 --
    1/1/2005 to 12/31/2005                                      --           $10.04            115,215
    1/1/2006 to 12/31/2006                                  $10.04           $10.66          3,303,256
    1/1/2007 to 12/31/2007                                  $10.66           $11.40          7,359,596
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.66          5,258,474
    1/1/2007 to 12/31/2007                                  $10.66           $11.48          8,525,849
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.58          3,781,525
    1/1/2007 to 12/31/2007                                  $10.58           $11.30          7,801,920
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                                $10.00           $10.48          3,795,562
    1/1/2007 to 12/31/2007                                  $10.48           $11.49          7,899,326
- ------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $11.51            120,901
- ------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.04             74,936
- ------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.19            157,014
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.17             39,143
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.00             50,892
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98            213,630



 *  Denotes the start date of these sub-accounts.


                                    ASXT SIX
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2005 to 12/31/2005                                          $10.53              0
    1/1/2006 to 12/31/2006                         $10.53           $12.55              0
    1/1/2007 to 12/31/2007                         $12.55           $13.32              0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2005 to 12/31/2005                                          $11.16              0
    1/1/2006 to 12/31/2006                         $11.16           $13.10              0
    1/1/2007 to 12/31/2007                         $13.10           $15.12              0
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2005 to 12/31/2005                                          $10.59              0
    1/1/2006 to 12/31/2006                         $10.59           $13.09              0
    1/1/2007 to 12/31/2007                         $13.09           $14.95              0



                                     A-65






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2005 to 12/31/2005                                   $10.36              0
    1/1/2006 to 12/31/2006                  $10.36           $12.49              0
    1/1/2007 to 12/31/2007                  $12.49           $13.25              0
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2005 to 12/31/2005                                   $10.31              0
    1/1/2006 to 12/31/2006                  $10.31           $11.27              0
    1/1/2007 to 12/31/2007                  $11.27           $11.71              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2005 to 12/31/2005                                   $10.20              0
    1/1/2006 to 12/31/2006                  $10.20           $10.66              0
    1/1/2007 to 12/31/2007                  $10.66           $12.27              0
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2005 to 12/31/2005                                   $10.84              0
    1/1/2006 to 12/31/2006                  $10.84           $11.87              0
    1/1/2007 to 12/31/2007                  $11.87           $12.80              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value
    1/1/2005 to 12/31/2005                                   $10.44              0
    1/1/2006 to 12/31/2006                  $10.44           $11.87              0
    1/1/2007 to 12/31/2007                  $11.87           $10.92              0
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2005 to 12/31/2005                                   $10.53              0
    1/1/2006 to 12/31/2006                  $10.53           $12.26              0
    1/1/2007 to 12/31/2007                  $12.26           $11.22              0
- --------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2005 to 12/31/2005                                    $9.90              0
    1/1/2006 to 12/31/2006                   $9.90           $11.53              0
    1/1/2007 to 12/31/2007                  $11.53            $9.19              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2005 to 12/31/2005                                   $10.46              0
    1/1/2006 to 12/31/2006                  $10.46           $10.78              0
    1/1/2007 to 12/31/2007                  $10.78           $12.48              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2005 to 12/31/2005                                   $11.21              0
    1/1/2006 to 12/31/2006                  $11.21           $12.40              0
    1/1/2007 to 12/31/2007                  $12.40           $14.70              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2005 to 12/31/2005                                   $10.76              0
    1/1/2006 to 12/31/2006                  $10.76           $11.56              0
    1/1/2007 to 12/31/2007                  $11.56           $11.57              0
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2005 to 12/2/2005                                    $11.59              0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2005 to 12/31/2005                                   $10.24              0
    1/1/2006 to 12/31/2006                  $10.24           $11.34              0
    1/1/2007 to 12/31/2007                  $11.34           $11.31              0
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2005 to 12/31/2005                                   $11.61              0
    1/1/2006 to 12/31/2006                  $11.61           $13.05              0
    1/1/2007 to 12/31/2007                  $13.05           $17.78              0



                                     A-66






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2005 to 12/31/2005                                      $11.98              0
    1/1/2006 to 12/31/2006                     $11.98           $12.28              0
    1/1/2007 to 12/31/2007                     $12.28           $12.89              0
- -----------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2005 to 12/31/2005                                      $10.64              0
    1/1/2006 to 12/31/2006                     $10.64           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $12.63              0
- -----------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2005 to 12/31/2005                                      $10.78              0
    1/1/2006 to 12/31/2006                     $10.78           $11.21              0
    1/1/2007 to 12/31/2007                     $11.21           $12.50              0
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2005 to 12/31/2005                                      $10.64              0
    1/1/2006 to 12/31/2006                     $10.64           $11.35              0
    1/1/2007 to 12/31/2007                     $11.35           $12.55              0
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2005 to 12/31/2005                                      $10.59              0
    1/1/2006 to 12/31/2006                     $10.59           $12.51              0
    1/1/2007 to 12/31/2007                     $12.51           $12.28              0
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2005 to 12/2/2005                                       $11.21              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2005 to 12/31/2005                                      $10.20              0
    1/1/2006 to 12/31/2006                     $10.20           $12.00              0
    1/1/2007 to 12/31/2007                     $12.00           $11.22              0
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2005 to 12/31/2005                                      $11.88              0
    1/1/2006 to 12/31/2006                     $11.88           $15.76              0
    1/1/2007 to 12/31/2007                     $15.76           $12.24              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2005 to 12/31/2005                                      $10.28              0
    1/1/2006 to 12/31/2006                     $10.28           $11.23              0
    1/1/2007 to 12/31/2007                     $11.23           $11.12              0
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2005 to 12/31/2005                                      $10.22              0
    1/1/2006 to 12/31/2006                     $10.22           $11.58              0
    1/1/2007 to 12/31/2007                     $11.58           $11.22              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2005 to 12/31/2005                                      $10.15              0
    1/1/2006 to 12/31/2006                     $10.15           $11.55              0
    1/1/2007 to 12/31/2007                     $11.55           $11.77              0
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2005 to 12/31/2005                                      $10.44              0
    1/1/2006 to 12/31/2006                     $10.44           $11.99              0
    1/1/2007 to 12/31/2007                     $11.99           $11.29              0
- -----------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2005 to 12/31/2005                                      $10.50              0
    1/1/2006 to 12/31/2006                     $10.50           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $11.20              0



                                     A-67






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2005 to 12/31/2005                                                $10.20              0
    1/1/2006 to 12/31/2006                               $10.20           $10.85              0
    1/1/2007 to 12/31/2007                               $10.85           $11.46              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2005 to 12/31/2005                                                $10.24              0
    1/1/2006 to 12/31/2006                               $10.24           $11.17              0
    1/1/2007 to 12/31/2007                               $11.17           $11.52              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2005 to 12/31/2005                                                 $9.34              0
    1/1/2006 to 12/31/2006                                $9.34            $9.63              0
    1/1/2007 to 12/31/2007                                $9.63           $10.24              0
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    1/1/2005 to 12/31/2005                                                 $9.75              0
    1/1/2006 to 12/31/2006                                $9.75           $10.43              0
    1/1/2007 to 12/31/2007                               $10.43           $10.37              0
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2005 to 12/31/2005                                                 $9.84              0
    1/1/2006 to 12/31/2006                                $9.84           $10.48              0
    1/1/2007 to 12/31/2007                               $10.48           $10.78              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2005 to 12/31/2005                                                $10.04              0
    1/1/2006 to 12/31/2006                               $10.04           $10.10              0
    1/1/2007 to 12/31/2007                               $10.10           $10.61              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2005 to 12/31/2005                                                 $9.94              0
    1/1/2006 to 12/31/2006                                $9.94           $10.01              0
    1/1/2007 to 12/31/2007                               $10.01           $10.37              0
- ---------------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2005 to 12/31/2005                                                 $9.99              0
    1/1/2006 to 12/31/2006                                $9.99           $10.13              0
    1/1/2007 to 12/31/2007                               $10.13           $10.31              0
- ---------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2005 to 12/31/2005                                                $11.93              0
    1/1/2006 to 12/31/2006                               $11.93           $15.57              0
    1/1/2007 to 12/31/2007                               $15.57           $21.67              0
- ---------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2005 to 12/31/2005                                                $10.08              0
    1/1/2006 to 12/31/2006                               $10.08           $11.60              0
    1/1/2007 to 12/31/2007                               $11.60           $11.57              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2005 to 12/31/2005                                                $10.80              0
    1/1/2006 to 12/31/2006                               $10.80           $12.16              0
    1/1/2007 to 12/31/2007                               $12.16           $13.23              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2005 to 12/31/2005                                                $10.60              0
    1/1/2006 to 12/31/2006                               $10.60           $11.36              0
    1/1/2007 to 12/31/2007                               $11.36           $11.87              0



                                     A-68






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2005 to 12/31/2005                                $11.04              0
    1/1/2006 to 12/31/2006               $11.04           $11.27              0
    1/1/2007 to 12/31/2007               $11.27           $12.23              0
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2005 to 12/31/2005                                $10.62              0
    1/1/2006 to 12/31/2006               $10.62           $12.00              0
    1/1/2007 to 12/31/2007               $12.00            $9.05              0
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2005 to 12/31/2005                                $10.88              0
    1/1/2006 to 12/31/2006               $10.88           $13.00              0
    1/1/2007 to 12/31/2007               $13.00           $14.50              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2005 to 4/15/2005                                  $9.26              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2005 to 12/31/2005                                $10.50              0
    1/1/2006 to 12/31/2006               $10.50           $10.79              0
    1/1/2007 to 12/31/2007               $10.79           $11.72              0
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2005 to 12/31/2005                                $11.33              0
    1/1/2006 to 12/31/2006               $11.33           $12.20              0
    1/1/2007 to 12/31/2007               $12.20           $13.14              0
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2005 to 12/31/2005                                $10.41              0
    1/1/2006 to 12/31/2006               $10.41           $11.87              0
    1/1/2007 to 12/31/2007               $11.87           $13.19              0
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2005 to 12/31/2005                                $11.10              0
    1/1/2006 to 12/31/2006               $11.10           $14.99              0
    1/1/2007 to 12/31/2007               $14.99           $21.48              0
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2005 to 12/31/2005                                $13.38              0
    1/1/2006 to 12/31/2006               $13.38           $14.38              0
    1/1/2007 to 12/31/2007               $14.38           $12.56              0
- -----------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2005 to 12/31/2005                                $10.10              0
    1/1/2006 to 12/31/2006               $10.10           $11.31              0
    1/1/2007 to 12/31/2007               $11.31            $7.98              0
- -----------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2005 to 12/31/2005                                 $9.48              0
    1/1/2006 to 12/31/2006                $9.48           $10.62              0
    1/1/2007 to 12/31/2007               $10.62           $13.46              0
- -----------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2005 to 12/31/2005                                $13.48              0
    1/1/2006 to 12/31/2006               $13.48           $12.55              0
    1/1/2007 to 12/31/2007               $12.55           $12.03              0
- -----------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2005 to 12/31/2005                                 $9.66              0
    1/1/2006 to 12/31/2006                $9.66           $10.50              0
    1/1/2007 to 12/31/2007               $10.50            $9.34              0



                                     A-69






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2005 to 12/31/2005                             $9.73              0
    1/1/2006 to 12/31/2006            $9.73           $10.63              0
    1/1/2007 to 12/31/2007           $10.63           $11.09              0
- -------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2005 to 12/31/2005                            $10.92              0
    1/1/2006 to 12/31/2006           $10.92           $12.78              0
    1/1/2007 to 12/31/2007           $12.78           $16.42              0
- -------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2005 to 12/31/2005                            $10.53              0
    1/1/2006 to 12/31/2006           $10.53           $11.98              0
    1/1/2007 to 12/31/2007           $11.98            $9.40              0
- -------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2005 to 12/31/2005                            $10.46              0
    1/1/2006 to 12/31/2006           $10.46           $10.68              0
    1/1/2007 to 12/31/2007           $10.68           $11.04              0
- -------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2005 to 12/31/2005                            $10.06              0
    1/1/2006 to 12/31/2006           $10.06           $10.90              0
    1/1/2007 to 12/31/2007           $10.90           $11.81              0
- -------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2005 to 12/31/2005                            $12.71              0
    1/1/2006 to 12/31/2006           $12.71           $12.50              0
    1/1/2007 to 12/31/2007           $12.50           $13.36              0
- -------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2005 to 12/31/2005                             $9.44              0
    1/1/2006 to 12/31/2006            $9.44           $10.27              0
    1/1/2007 to 12/31/2007           $10.27           $10.19              0
- -------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2005 to 12/31/2005                            $12.00              0
    1/1/2006 to 12/31/2006           $12.00           $12.49              0
    1/1/2007 to 12/31/2007           $12.49           $14.84              0
- -------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2005 to 12/31/2005                            $11.17              0
    1/1/2006 to 12/31/2006           $11.17           $14.36              0
    1/1/2007 to 12/31/2007           $14.36           $11.20              0
- -------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/2005 to 12/31/2005                            $10.65              0
    1/1/2006 to 12/31/2006           $10.65            $9.60              0
    1/1/2007 to 12/31/2007            $9.60            $9.97              0
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2005 to 12/31/2005                            $10.54              0
    1/1/2006 to 12/31/2006           $10.54           $11.05              0
    1/1/2007 to 12/31/2007           $11.05           $12.26              0
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2005 to 12/31/2005                             $9.74              0
    1/1/2006 to 12/31/2006            $9.74           $12.68              0
    1/1/2007 to 12/31/2007           $12.68           $13.33              0
- -------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2005 to 12/31/2005                            $10.60              0
    1/1/2006 to 12/31/2006           $10.60           $12.26              0
    1/1/2007 to 12/31/2007           $12.26           $13.77              0



                                     A-70






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2005 to 12/31/2005                              $10.12              0
    1/1/2006 to 12/31/2006             $10.12           $11.16              0
    1/1/2007 to 12/31/2007             $11.16           $11.21              0
- ---------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2005 to 12/31/2005                               $9.54              0
    1/1/2006 to 12/31/2006              $9.54            $8.56              0
    1/1/2007 to 12/31/2007              $8.56            $8.35              0
- ---------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2005 to 12/31/2005                              $10.25              0
    1/1/2006 to 12/31/2006             $10.25           $12.23              0
    1/1/2007 to 12/31/2007             $12.23           $11.96              0
- ---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/2005 to 12/31/2005                              $10.55              0
    1/1/2006 to 12/31/2006             $10.55           $10.79              0
    1/1/2007 to 12/31/2007             $10.79           $12.31              0
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2005 to 12/31/2005                               $9.14              0
    1/1/2006 to 12/31/2006              $9.14            $8.75              0
    1/1/2007 to 12/31/2007              $8.75            $7.50              0
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2005 to 12/31/2005                              $11.04              0
    1/1/2006 to 12/31/2006             $11.04           $11.23              0
    1/1/2007 to 12/31/2007             $11.23           $14.00              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    1/1/2005 to 12/31/2005                              $10.60              0
    1/1/2006 to 12/31/2006             $10.60           $11.55              0
    1/1/2007 to 12/31/2007             $11.55           $11.31              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2005 to 12/31/2005                              $10.76              0
    1/1/2006 to 12/31/2006             $10.76           $10.85              0
    1/1/2007 to 12/31/2007             $10.85           $11.76              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2005 to 12/31/2005                              $11.38              0
    1/1/2006 to 12/31/2006             $11.38           $12.22              0
    1/1/2007 to 12/31/2007             $12.22           $12.55              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2005 to 12/31/2005                              $10.30              0
    1/1/2006 to 12/31/2006             $10.30           $11.73              0
    1/1/2007 to 12/31/2007             $11.73           $10.55              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2005 to 12/31/2005                              $10.48              0
    1/1/2006 to 12/31/2006             $10.48           $11.05              0
    1/1/2007 to 12/31/2007             $11.05           $11.15              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2005 to 12/31/2005                              $10.66              0
    1/1/2006 to 12/31/2006             $10.66           $13.03              0
    1/1/2007 to 12/31/2007             $13.03           $10.97              0



                                     A-71






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2005 to 12/31/2005                                          $10.54              0
    1/1/2006 to 12/31/2006                         $10.54            $9.76              0
    1/1/2007 to 12/31/2007                          $9.76           $10.43              0
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2005 to 12/31/2005                                           $9.08              0
    1/1/2006 to 12/31/2006                          $9.08            $9.71              0
    1/1/2007 to 12/31/2007                          $9.71            $8.92              0
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2005 to 12/31/2005                                          $10.47              0
    1/1/2006 to 12/31/2006                         $10.47           $11.12              0
    1/1/2007 to 12/31/2007                         $11.12           $11.35              0
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2005 to 12/31/2005                                           $9.74              0
    1/1/2006 to 12/31/2006                          $9.74            $9.83              0
    1/1/2007 to 12/31/2007                          $9.83           $10.07              0
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2005 to 12/31/2005                                          $10.83              0
    1/1/2006 to 12/31/2006                         $10.83           $14.54              0
    1/1/2007 to 12/31/2007                         $14.54           $15.99              0
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2005 to 12/31/2005                                          $10.43              0
    1/1/2006 to 12/31/2006                         $10.43           $11.29              0
    1/1/2007 to 12/31/2007                         $11.29           $11.98              0
- ---------------------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2005 to 12/31/2005                                          $10.75              0
    1/1/2006 to 12/31/2006                         $10.75           $11.35              0
    1/1/2007 to 12/31/2007                         $11.35           $13.40              0
- ---------------------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2005 to 12/31/2005                                          $10.48              0
    1/1/2006 to 12/31/2006                         $10.48           $10.46              0
    1/1/2007 to 12/31/2007                         $10.46           $10.57              0
- ---------------------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2005 to 12/31/2005                                           $9.53              0
    1/1/2006 to 12/31/2006                          $9.53           $11.61              0
    1/1/2007 to 12/31/2007                         $11.61           $11.33              0
- ---------------------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2005 to 12/31/2005                                           $9.67              0
    1/1/2006 to 12/31/2006                          $9.67           $11.08              0
    1/1/2007 to 12/31/2007                         $11.08           $10.87              0
- ---------------------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2005 to 12/31/2005                                          $11.11              0
    1/1/2006 to 12/31/2006                         $11.11           $11.08              0
    1/1/2007 to 12/31/2007                         $11.08           $12.71              0
- ---------------------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2005 to 12/31/2005                                           $9.98              0
    1/1/2006 to 12/31/2006                          $9.98           $10.56              0
    1/1/2007 to 12/31/2007                         $10.56           $10.96              0



                                     A-72






                                                                                      Number of
                                                  Accumulation     Accumulation      Accumulation
                                                  Unit Value at    Unit Value at Units Outstanding at
                                               Beginning of Period End of Period    End of Period
                                                                        
- -----------------------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2005 to 12/31/2005                                            $10.20                 0
    1/1/2006 to 12/31/2006                           $10.20           $11.74                 0
    1/1/2007 to 12/31/2007                           $11.74           $11.40                 0
- -----------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2005 to 12/31/2005                                             $8.94                 0
    1/1/2006 to 12/31/2006                            $8.94            $8.36                 0
    1/1/2007 to 12/31/2007                            $8.36            $7.87                 0
- -----------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2005 to 12/31/2005                                             $9.17                 0
    1/1/2006 to 12/31/2006                            $9.17            $7.84                 0
    1/1/2007 to 12/31/2007                            $7.84            $7.95                 0
- -----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2005 to 12/31/2005                                            $11.18                 0
    1/1/2006 to 12/31/2006                           $11.18           $13.12                 0
    1/1/2007 to 12/31/2007                           $13.12           $15.22                 0
- -----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                             $9.99                 0
    1/1/2006 to 12/31/2006                            $9.99           $11.21                 0
    1/1/2007 to 12/31/2007                           $11.21           $11.91                 0
- -----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.00                 0
    1/1/2006 to 12/31/2006                           $10.00           $11.02             2,672
    1/1/2007 to 12/31/2007                           $11.02           $11.73            10,225
- -----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.01                 0
    1/1/2006 to 12/31/2006                           $10.01           $10.85            18,249
    1/1/2007 to 12/31/2007                           $10.85           $11.49            19,931
- -----------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.02                 0
    1/1/2006 to 12/31/2006                           $10.02           $10.74                 0
    1/1/2007 to 12/31/2007                           $10.74           $11.36             4,610
- -----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                            $10.03                 0
    1/1/2006 to 12/31/2006                           $10.03           $10.50                 0
    1/1/2007 to 12/31/2007                           $10.50           $11.07                 0
- -----------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                         $10.00           $10.54                 0
    1/1/2007 to 12/31/2007                           $10.54           $11.20             7,920
- -----------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                         $10.00           $10.47                 0
    1/1/2007 to 12/31/2007                           $10.47           $11.02             5,264
- -----------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006* to 12/31/2006                         $10.00           $10.37                 0
    1/1/2007 to 12/31/2007                           $10.37           $11.20             5,929
- -----------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                        $10.00           $11.49                 0
- -----------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                        $10.00           $10.02                 0
- -----------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                        $10.00           $10.17                 0



                                     A-73






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.15              0
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98              0
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.96              0



 *  Denotes the start date of these sub-accounts.


                                     ASL II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                           $8.56           2,569,506
    1/1/2003 to 12/31/2003                          $8.56           $11.00           2,415,394
    1/1/2004 to 12/31/2004                         $11.00           $12.67           3,227,381
    1/1/2005 to 12/31/2005                         $12.67           $13.84           5,621,836
    1/1/2006 to 12/31/2006                         $13.84           $16.71           4,715,269
    1/1/2007 to 12/31/2007                         $16.71           $17.98           4,504,935
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                           $9.72             835,523
    1/1/2003 to 12/31/2003                          $9.72           $13.39           5,547,558
    1/1/2004 to 12/31/2004                         $13.39           $15.30          11,265,469
    1/1/2005 to 12/31/2005                         $15.30           $17.54          12,141,522
    1/1/2006 to 12/31/2006                         $17.54           $20.87           9,628,446
    1/1/2007 to 12/31/2007                         $20.87           $24.43           8,347,423
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                           $8.19             269,995
    1/1/2003 to 12/31/2003                          $8.19           $10.79           1,201,268
    1/1/2004 to 12/31/2004                         $10.79           $12.84           1,897,469
    1/1/2005 to 12/31/2005                         $12.84           $14.36           2,013,544
    1/1/2006 to 12/31/2006                         $14.36           $18.00           3,305,620
    1/1/2007 to 12/31/2007                         $18.00           $20.85           4,044,519
- ---------------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2002 to 12/31/2002                                           $9.04             969,509
    1/1/2003 to 12/31/2003                          $9.04           $11.30           1,393,001
    1/1/2004 to 12/31/2004                         $11.30           $13.16           2,276,801
    1/1/2005 to 12/31/2005                         $13.16           $13.92           1,907,776
    1/1/2006 to 12/31/2006                         $13.92           $17.02           2,905,252
    1/1/2007 to 12/31/2007                         $17.02           $18.31           2,119,181
- ---------------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                           $6.92           1,970,250
    1/1/2003 to 12/31/2003                          $6.92            $9.89           3,292,593
    1/1/2004 to 12/31/2004                          $9.89            $9.05           2,242,129
    1/1/2005 to 12/31/2005                          $9.05            $9.04           2,134,730
    1/1/2006 to 12/31/2006                          $9.04           $10.01           1,867,490
    1/1/2007 to 12/31/2007                         $10.01           $10.55           1,740,242



                                     A-74






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.67             639,695
    1/1/2003 to 12/31/2003                   $7.67           $11.13           1,682,193
    1/1/2004 to 12/31/2004                  $11.13           $11.98           1,618,719
    1/1/2005 to 12/31/2005                  $11.98           $11.83           1,385,430
    1/1/2006 to 12/31/2006                  $11.83           $12.53           1,174,654
    1/1/2007 to 12/31/2007                  $12.53           $14.63           1,215,825
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                    $7.64           1,255,415
    1/1/2003 to 12/31/2003                   $7.64           $12.74           3,085,373
    1/1/2004 to 12/31/2004                  $12.74           $15.42           4,808,453
    1/1/2005 to 12/31/2005                  $15.42           $16.60           5,464,856
    1/1/2006 to 12/31/2006                  $16.60           $18.43           4,641,175
    1/1/2007 to 12/31/2007                  $18.43           $20.16           4,026,646
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value
    1/1/2002 to 12/31/2002                                    $9.26           1,492,775
    1/1/2003 to 12/31/2003                   $9.26           $12.85           1,504,296
    1/1/2004 to 12/31/2004                  $12.85           $15.19           1,541,896
    1/1/2005 to 12/31/2005                  $15.19           $15.68           1,243,642
    1/1/2006 to 12/31/2006                  $15.68           $18.08           1,000,596
    1/1/2007 to 12/31/2007                  $18.08           $16.87             758,170
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                    $9.30           6,141,523
    1/1/2003 to 12/31/2003                   $9.30           $12.42          10,183,346
    1/1/2004 to 12/31/2004                  $12.42           $14.22          10,785,030
    1/1/2005 to 12/31/2005                  $14.22           $14.91          11,285,282
    1/1/2006 to 12/31/2006                  $14.91           $17.61           9,098,178
    1/1/2007 to 12/31/2007                  $17.61           $16.34           8,130,632
- --------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2002 to 12/31/2002                                    $7.66             423,387
    1/1/2003 to 12/31/2003                   $7.66           $10.81           1,134,865
    1/1/2004 to 12/31/2004                  $10.81           $12.99           2,143,020
    1/1/2005 to 12/31/2005                  $12.99           $12.92           2,106,236
    1/1/2006 to 12/31/2006                  $12.92           $15.25           1,874,276
    1/1/2007 to 12/31/2007                  $15.25           $12.33           1,578,237
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.97           1,273,118
    1/1/2003 to 12/31/2003                   $7.97           $10.31           3,027,057
    1/1/2004 to 12/31/2004                  $10.31           $11.80           4,375,813
    1/1/2005 to 12/31/2005                  $11.80           $12.16           5,391,424
    1/1/2006 to 12/31/2006                  $12.16           $12.71           4,189,111
    1/1/2007 to 12/31/2007                  $12.71           $14.92           3,918,725
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.41           2,175,250
    1/1/2003 to 12/31/2003                   $7.41            $9.51           3,415,318
    1/1/2004 to 12/31/2004                   $9.51           $10.86           4,715,301
    1/1/2005 to 12/31/2005                  $10.86           $12.12           5,728,446
    1/1/2006 to 12/31/2006                  $12.12           $13.59           5,378,198
    1/1/2007 to 12/31/2007                  $13.59           $16.34           6,560,811



                                     A-75






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                    $8.96           5,118,558
    1/1/2003 to 12/31/2003                   $8.96           $12.01           8,530,129
    1/1/2004 to 12/31/2004                  $12.01           $14.51          11,461,684
    1/1/2005 to 12/31/2005                  $14.51           $15.99          12,260,007
    1/1/2006 to 12/31/2006                  $15.99           $17.42           9,574,218
    1/1/2007 to 12/31/2007                  $17.42           $17.67           8,191,847
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2002 to 12/31/2002                                    $6.80             658,419
    1/1/2003 to 12/31/2003                   $6.80            $9.07           2,002,166
    1/1/2004 to 12/31/2004                   $9.07            $9.67           1,798,457
    1/1/2005 to 12/2/2005                    $9.67           $11.10                   0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2002 to 12/31/2002                                    $8.17           1,200,225
    1/1/2003 to 12/31/2003                   $8.17           $10.91           2,513,413
    1/1/2004 to 12/31/2004                  $10.91           $12.38           2,587,064
    1/1/2005 to 12/31/2005                  $12.38           $12.83           1,988,252
    1/1/2006 to 12/31/2006                  $12.83           $14.42           1,907,063
    1/1/2007 to 12/31/2007                  $14.42           $14.57           1,540,522
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2002 to 12/31/2002                                    $9.59             724,670
    1/1/2003 to 12/31/2003                   $9.59           $12.59           2,011,627
    1/1/2004 to 12/31/2004                  $12.59           $16.25           2,040,188
    1/1/2005 to 12/31/2005                  $16.25           $21.00           3,677,614
    1/1/2006 to 12/31/2006                  $21.00           $23.93           2,942,718
    1/1/2007 to 12/31/2007                  $23.93           $33.07           3,950,105
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.46           1,869,353
    1/1/2003 to 12/31/2003                   $7.46            $9.08           2,098,873
    1/1/2004 to 12/31/2004                   $9.08            $9.44           2,378,881
    1/1/2005 to 12/31/2005                   $9.44           $10.81           3,925,740
    1/1/2006 to 12/31/2006                  $10.81           $11.23           4,132,529
    1/1/2007 to 12/31/2007                  $11.23           $11.96           5,137,246
- --------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                    $7.58           2,930,432
    1/1/2003 to 12/31/2003                   $7.58            $9.16           4,784,269
    1/1/2004 to 12/31/2004                   $9.16            $9.97           4,529,834
    1/1/2005 to 12/31/2005                   $9.97           $10.43           5,915,443
    1/1/2006 to 12/31/2006                  $10.43           $11.25           4,572,301
    1/1/2007 to 12/31/2007                  $11.25           $12.73           3,902,210
- --------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                    $8.32          10,144,317
    1/1/2003 to 12/31/2003                   $8.32           $10.78          20,138,164
    1/1/2004 to 12/31/2004                  $10.78           $12.26          28,117,310
    1/1/2005 to 12/31/2005                  $12.26           $12.88          32,140,125
    1/1/2006 to 12/31/2006                  $12.88           $13.59          26,497,526
    1/1/2007 to 12/31/2007                  $13.59           $15.36          23,963,028
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2002 to 12/31/2002                                    $7.67           1,349,939
    1/1/2003 to 12/31/2003                   $7.67            $9.45           2,053,023
    1/1/2004 to 12/31/2004                   $9.45            $9.64           2,785,100
    1/1/2005 to 12/31/2005                   $9.64            $9.80           2,531,900
    1/1/2006 to 12/31/2006                   $9.80           $10.60           2,498,654
    1/1/2007 to 12/31/2007                  $10.60           $11.88           2,806,534



                                     A-76






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2002 to 12/31/2002                                       $8.66             664,649
    1/1/2003 to 12/31/2003                      $8.66           $10.78           1,072,256
    1/1/2004 to 12/31/2004                     $10.78           $12.53           2,351,197
    1/1/2005 to 12/31/2005                     $12.53           $13.47           2,585,881
    1/1/2006 to 12/31/2006                     $13.47           $16.13           4,397,725
    1/1/2007 to 12/31/2007                     $16.13           $16.05           3,751,417
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2002 to 12/31/2002                                       $7.99             965,912
    1/1/2003 to 12/31/2003                      $7.99            $9.91           1,387,072
    1/1/2004 to 12/31/2004                      $9.91           $10.72           1,620,391
    1/1/2005 to 12/2/2005                      $10.72           $11.86                   0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                       $8.76           6,005,922
    1/1/2003 to 12/31/2003                      $8.76           $11.06           3,621,862
    1/1/2004 to 12/31/2004                     $11.06           $12.39           4,643,022
    1/1/2005 to 12/31/2005                     $12.39           $12.86           4,311,857
    1/1/2006 to 12/31/2006                     $12.86           $15.34           5,318,094
    1/1/2007 to 12/31/2007                     $15.34           $14.55           4,469,636
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2002 to 12/31/2002                                      $10.08           1,563,489
    1/1/2003 to 12/31/2003                     $10.08           $13.63           3,097,315
    1/1/2004 to 12/31/2004                     $13.63           $18.49           4,080,179
    1/1/2005 to 12/31/2005                     $18.49           $20.88           3,749,124
    1/1/2006 to 12/31/2006                     $20.88           $28.08           3,925,105
    1/1/2007 to 12/31/2007                     $28.08           $22.11           2,254,421
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2002 to 12/31/2002                                       $8.17           3,662,406
    1/1/2003 to 12/31/2003                      $8.17           $10.23           5,442,511
    1/1/2004 to 12/31/2004                     $10.23           $11.07           6,845,369
    1/1/2005 to 12/31/2005                     $11.07           $11.27           6,774,078
    1/1/2006 to 12/31/2006                     $11.27           $12.48           6,255,253
    1/1/2007 to 12/31/2007                     $12.48           $12.53           5,371,782
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2002 to 12/31/2002                                       $8.25           1,751,136
    1/1/2003 to 12/31/2003                      $8.25           $10.45           2,115,438
    1/1/2004 to 12/31/2004                     $10.45           $11.57           4,670,846
    1/1/2005 to 12/31/2005                     $11.57           $11.90           4,205,655
    1/1/2006 to 12/31/2006                     $11.90           $13.68           3,984,557
    1/1/2007 to 12/31/2007                     $13.68           $13.44           3,435,528
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                       $8.06           6,667,373
    1/1/2003 to 12/31/2003                      $8.06           $10.50          21,264,670
    1/1/2004 to 12/31/2004                     $10.50           $11.46          25,850,506
    1/1/2005 to 12/31/2005                     $11.46           $11.81          31,190,346
    1/1/2006 to 12/31/2006                     $11.81           $13.62          23,350,650
    1/1/2007 to 12/31/2007                     $13.62           $14.08          19,997,748
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                       $8.34           2,110,071
    1/1/2003 to 12/31/2003                      $8.34            $9.83           2,647,064
    1/1/2004 to 12/31/2004                      $9.83           $11.17           3,717,848
    1/1/2005 to 12/31/2005                     $11.17           $11.69           5,245,455
    1/1/2006 to 12/31/2006                     $11.69           $13.62           5,568,043
    1/1/2007 to 12/31/2007                     $13.62           $13.00           4,973,375



                                     A-77






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2002 to 12/31/2002                                                 $8.71             847,517
    1/1/2003 to 12/31/2003                                $8.71           $10.24             898,161
    1/1/2004 to 12/31/2004                               $10.24           $11.19           1,061,887
    1/1/2005 to 12/31/2005                               $11.19           $11.77           1,055,033
    1/1/2006 to 12/31/2006                               $11.77           $12.86           1,120,866
    1/1/2007 to 12/31/2007                               $12.86           $12.90           2,745,236
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2002 to 12/31/2002                                                 $9.14           1,126,058
    1/1/2003 to 12/31/2003                                $9.14           $10.69           2,045,205
    1/1/2004 to 12/31/2004                               $10.69           $11.46           2,335,598
    1/1/2005 to 12/31/2005                               $11.46           $11.79           2,294,531
    1/1/2006 to 12/31/2006                               $11.79           $12.72           2,165,859
    1/1/2007 to 12/31/2007                               $12.72           $13.62           2,277,264
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2002 to 12/31/2002                                                 $9.09             921,329
    1/1/2003 to 12/31/2003                                $9.09           $11.09           2,243,566
    1/1/2004 to 12/31/2004                               $11.09           $12.13           3,551,315
    1/1/2005 to 12/31/2005                               $12.13           $12.49           4,192,626
    1/1/2006 to 12/31/2006                               $12.49           $13.82           4,776,442
    1/1/2007 to 12/31/2007                               $13.82           $14.45           6,387,795
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                                $11.34           1,739,313
    1/1/2003 to 12/31/2003                               $11.34           $12.59           2,962,471
    1/1/2004 to 12/31/2004                               $12.59           $13.45           4,717,822
    1/1/2005 to 12/31/2005                               $13.45           $12.64           6,261,824
    1/1/2006 to 12/31/2006                               $12.64           $13.21           6,093,700
    1/1/2007 to 12/31/2007                               $13.21           $14.24           6,452,566
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    1/1/2002 to 12/31/2002                                                 $9.71           5,592,940
    1/1/2003 to 12/31/2003                                $9.71           $11.61          12,201,163
    1/1/2004 to 12/31/2004                               $11.61           $12.69          13,717,128
    1/1/2005 to 12/31/2005                               $12.69           $12.62           9,658,908
    1/1/2006 to 12/31/2006                               $12.62           $13.70           9,653,937
    1/1/2007 to 12/31/2007                               $13.70           $13.80           6,461,538
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                                 $9.94           4,146,530
    1/1/2003 to 12/31/2003                                $9.94           $11.61           7,751,236
    1/1/2004 to 12/31/2004                               $11.61           $12.26           8,369,008
    1/1/2005 to 12/31/2005                               $12.26           $12.20          12,427,806
    1/1/2006 to 12/31/2006                               $12.20           $13.17          10,147,675
    1/1/2007 to 12/31/2007                               $13.17           $13.74           8,365,789
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                                $10.57          20,544,075
    1/1/2003 to 12/31/2003                               $10.57           $10.95          26,287,388
    1/1/2004 to 12/31/2004                               $10.95           $11.31          33,208,757
    1/1/2005 to 12/31/2005                               $11.31           $11.40          22,436,395
    1/1/2006 to 12/31/2006                               $11.40           $11.63          21,700,661
    1/1/2007 to 12/31/2007                               $11.63           $12.39          21,645,194



                                     A-78






                                                                                        Number of
                                                    Accumulation     Accumulation      Accumulation
                                                    Unit Value at    Unit Value at Units Outstanding at
                                                 Beginning of Period End of Period    End of Period
                                                                          
- -------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                              $10.34          11,274,642
    1/1/2003 to 12/31/2003                             $10.34           $10.51          15,242,856
    1/1/2004 to 12/31/2004                             $10.51           $10.55          21,299,789
    1/1/2005 to 12/31/2005                             $10.55           $10.54          28,031,653
    1/1/2006 to 12/31/2006                             $10.54           $10.76          22,394,558
    1/1/2007 to 12/31/2007                             $10.76           $11.31          20,392,150
- -------------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                               $9.96          36,255,772
    1/1/2003 to 12/31/2003                              $9.96            $9.86          32,730,501
    1/1/2004 to 12/31/2004                              $9.86            $9.78          29,870,585
    1/1/2005 to 12/31/2005                              $9.78            $9.88          42,442,274
    1/1/2006 to 12/31/2006                              $9.88           $10.16          46,325,237
    1/1/2007 to 12/31/2007                             $10.16           $10.48          56,111,128
- -------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2002 to 12/31/2002                                               $8.66             283,466
    1/1/2003 to 12/31/2003                              $8.66           $13.60           1,763,660
    1/1/2004 to 12/31/2004                             $13.60           $16.02           2,103,950
    1/1/2005 to 12/31/2005                             $16.02           $20.72           3,395,891
    1/1/2006 to 12/31/2006                             $20.72           $27.43           2,835,328
    1/1/2007 to 12/31/2007                             $27.43           $38.71           3,344,620
- -------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2002 to 12/31/2002                                               $8.25             196,720
    1/1/2003 to 12/31/2003                              $8.25           $10.23             314,757
    1/1/2004 to 12/31/2004                             $10.23           $11.18             590,808
    1/1/2005 to 12/31/2005                             $11.18           $11.59             534,649
    1/1/2006 to 12/31/2006                             $11.59           $13.51             582,613
    1/1/2007 to 12/31/2007                             $13.51           $13.66             497,296
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2002 to 12/31/2002                                               $7.09             543,762
    1/1/2003 to 12/31/2003                              $7.09            $9.61             889,464
    1/1/2004 to 12/31/2004                              $9.61           $10.72             668,032
    1/1/2005 to 12/31/2005                             $10.72           $11.67             602,064
    1/1/2006 to 12/31/2006                             $11.67           $13.33             605,730
    1/1/2007 to 12/31/2007                             $13.33           $14.70             631,476
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2002 to 12/31/2002                                               $5.50             293,307
    1/1/2003 to 12/31/2003                              $5.50            $7.87             578,651
    1/1/2004 to 12/31/2004                              $7.87            $8.09             512,424
    1/1/2005 to 12/31/2005                              $8.09            $8.13             453,391
    1/1/2006 to 12/31/2006                              $8.13            $8.84             513,442
    1/1/2007 to 12/31/2007                              $8.84            $9.36             630,739
- -------------------------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2002 to 12/31/2002                                               $8.00             475,873
    1/1/2003 to 12/31/2003                              $8.00           $10.05             698,364
    1/1/2004 to 12/31/2004                             $10.05           $10.64             937,586
    1/1/2005 to 12/31/2005                             $10.64           $11.31           1,131,375
    1/1/2006 to 12/31/2006                             $11.31           $11.71           1,250,782
    1/1/2007 to 12/31/2007                             $11.71           $12.88           1,163,277



                                     A-79






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2002 to 12/31/2002                                 $8.76            366,258
    1/1/2003 to 12/31/2003                $8.76           $11.17            607,265
    1/1/2004 to 12/31/2004               $11.17           $11.94            585,185
    1/1/2005 to 12/31/2005               $11.94           $12.43          1,042,992
    1/1/2006 to 12/31/2006               $12.43           $14.24            778,674
    1/1/2007 to 12/31/2007               $14.24           $10.89            465,175
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                 $8.15            113,389
    1/1/2003 to 12/31/2003                $8.15           $11.65            189,143
    1/1/2004 to 12/31/2004               $11.65           $13.66            414,631
    1/1/2005 to 12/31/2005               $13.66           $15.59            689,816
    1/1/2006 to 12/31/2006               $15.59           $18.88          1,081,552
    1/1/2007 to 12/31/2007               $18.88           $21.35          1,401,663
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2002 to 12/31/2002                                 $7.44            127,728
    1/1/2003 to 12/31/2003                $7.44           $11.12            815,621
    1/1/2004 to 12/31/2004               $11.12           $11.58            702,642
    1/1/2005 to 4/15/2005                $11.58           $10.31                  0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                 $7.78             39,943
    1/1/2003 to 12/31/2003                $7.78           $10.71            404,789
    1/1/2004 to 12/31/2004               $10.71           $11.29            570,123
    1/1/2005 to 12/31/2005               $11.29           $11.53            281,775
    1/1/2006 to 12/31/2006               $11.53           $12.03            241,307
    1/1/2007 to 12/31/2007               $12.03           $13.24            249,298
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2002 to 12/31/2002                                    --                 --
    1/1/2003 to 12/31/2003                   --               --                 --
    1/1/2004 to 12/31/2004                   --               --                 --
    1/1/2005 to 12/31/2005                   --           $11.44            606,614
    1/1/2006 to 12/31/2006               $11.44           $12.49            553,827
    1/1/2007 to 12/31/2007               $12.49           $13.64            604,401
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2002 to 12/31/2002                                 $7.93            292,396
    1/1/2003 to 12/31/2003                $7.93           $10.83          2,116,400
    1/1/2004 to 12/31/2004               $10.83           $12.17          1,812,435
    1/1/2005 to 12/31/2005               $12.17           $12.94          1,133,421
    1/1/2006 to 12/31/2006               $12.94           $14.95          2,790,577
    1/1/2007 to 12/31/2007               $14.95           $16.85          1,487,885
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2002 to 12/31/2002                                 $7.75            281,993
    1/1/2003 to 12/31/2003                $7.75           $12.57            942,605
    1/1/2004 to 12/31/2004               $12.57           $12.30            896,010
    1/1/2005 to 12/31/2005               $12.30           $14.45          1,723,105
    1/1/2006 to 12/31/2006               $14.45           $19.80          3,073,769
    1/1/2007 to 12/31/2007               $19.80           $28.77          2,473,589
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2002 to 12/31/2002                                 $7.24             65,845
    1/1/2003 to 12/31/2003                $7.24            $9.03            426,718
    1/1/2004 to 12/31/2004                $9.03            $9.55            710,879
    1/1/2005 to 12/31/2005                $9.55           $13.31          3,413,955
    1/1/2006 to 12/31/2006               $13.31           $14.51          1,650,266
    1/1/2007 to 12/31/2007               $14.51           $12.85            552,230



                                     A-80






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2002 to 12/31/2002                            $8.56            101,136
    1/1/2003 to 12/31/2003           $8.56           $10.90             93,067
    1/1/2004 to 12/31/2004          $10.90           $11.98            229,711
    1/1/2005 to 12/31/2005          $11.98           $11.77            351,876
    1/1/2006 to 12/31/2006          $11.77           $13.35            402,883
    1/1/2007 to 12/31/2007          $13.35            $9.55            389,926
- ------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2002 to 12/31/2002                            $8.46             76,331
    1/1/2003 to 12/31/2003           $8.46           $10.95          1,512,864
    1/1/2004 to 12/31/2004          $10.95           $11.87            529,237
    1/1/2005 to 12/31/2005          $11.87           $11.96            681,692
    1/1/2006 to 12/31/2006          $11.96           $13.58            779,466
    1/1/2007 to 12/31/2007          $13.58           $17.45          2,684,333
- ------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2002 to 12/31/2002                            $7.09            130,082
    1/1/2003 to 12/31/2003           $7.09            $9.75            208,971
    1/1/2004 to 12/31/2004           $9.75           $10.52            757,678
    1/1/2005 to 12/31/2005          $10.52           $12.34            697,686
    1/1/2006 to 12/31/2006          $12.34           $11.64            393,923
    1/1/2007 to 12/31/2007          $11.64           $11.31            609,746
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2002 to 12/31/2002                            $7.25            128,022
    1/1/2003 to 12/31/2003           $7.25            $9.04            136,269
    1/1/2004 to 12/31/2004           $9.04            $9.56            430,620
    1/1/2005 to 12/31/2005           $9.56            $8.97             86,431
    1/1/2006 to 12/31/2006           $8.97            $9.88            192,639
    1/1/2007 to 12/31/2007           $9.88            $8.91             67,292
- ------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2002 to 12/31/2002                            $8.28            148,446
    1/1/2003 to 12/31/2003           $8.28            $9.64             58,425
    1/1/2004 to 12/31/2004           $9.64           $10.36            369,007
    1/1/2005 to 12/31/2005          $10.36           $10.15            161,037
    1/1/2006 to 12/31/2006          $10.15           $11.25            548,567
    1/1/2007 to 12/31/2007          $11.25           $11.90            715,235
- ------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2002 to 12/31/2002                            $8.71            299,833
    1/1/2003 to 12/31/2003           $8.71           $10.48          1,225,844
    1/1/2004 to 12/31/2004          $10.48           $13.33          1,856,882
    1/1/2005 to 12/31/2005          $13.33           $17.22          2,573,776
    1/1/2006 to 12/31/2006          $17.22           $20.43          2,251,126
    1/1/2007 to 12/31/2007          $20.43           $26.61          2,322,451
- ------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2002 to 12/31/2002                            $8.85            221,377
    1/1/2003 to 12/31/2003           $8.85           $11.23            398,159
    1/1/2004 to 12/31/2004          $11.23           $12.19            553,342
    1/1/2005 to 12/31/2005          $12.19           $12.46            616,873
    1/1/2006 to 12/31/2006          $12.46           $14.38            913,872
    1/1/2007 to 12/31/2007          $14.38           $11.44            498,292



                                     A-81






                                                                     Number of
                                 Accumulation     Accumulation      Accumulation
                                 Unit Value at    Unit Value at Units Outstanding at
                              Beginning of Period End of Period    End of Period
                                                       
- ------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2002 to 12/31/2002                            $7.94            388,508
    1/1/2003 to 12/31/2003           $7.94            $9.17            707,449
    1/1/2004 to 12/31/2004           $9.17            $9.23          1,318,525
    1/1/2005 to 12/31/2005           $9.23            $9.63          2,175,821
    1/1/2006 to 12/31/2006           $9.63            $9.96          2,106,409
    1/1/2007 to 12/31/2007           $9.96           $10.44          2,120,859
- ------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2002 to 12/31/2002                            $7.93             12,642
    1/1/2003 to 12/31/2003           $7.93           $10.01            318,339
    1/1/2004 to 12/31/2004          $10.01           $11.15            253,411
    1/1/2005 to 12/31/2005          $11.15           $11.23            211,677
    1/1/2006 to 12/31/2006          $11.23           $12.33            242,684
    1/1/2007 to 12/31/2007          $12.33           $13.55            708,921
- ------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2002 to 12/31/2002                            $8.57            306,572
    1/1/2003 to 12/31/2003           $8.57           $15.00            206,876
    1/1/2004 to 12/31/2004          $15.00           $17.89            992,879
    1/1/2005 to 12/31/2005          $17.89           $18.90            467,320
    1/1/2006 to 12/31/2006          $18.90           $18.84            200,072
    1/1/2007 to 12/31/2007          $18.84           $20.42            435,015
- ------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2002 to 12/31/2002                            $8.56            136,559
    1/1/2003 to 12/31/2003           $8.56            $8.89            266,978
    1/1/2004 to 12/31/2004           $8.89            $7.93            527,336
    1/1/2005 to 12/31/2005           $7.93            $7.51            515,768
    1/1/2006 to 12/31/2006           $7.51            $8.28            716,678
    1/1/2007 to 12/31/2007           $8.28            $8.33            492,538
- ------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2002 to 12/31/2002                            $9.70          1,175,651
    1/1/2003 to 12/31/2003           $9.70           $13.29          1,329,806
    1/1/2004 to 12/31/2004          $13.29           $11.77          1,479,384
    1/1/2005 to 12/31/2005          $11.77           $14.62          2,426,530
    1/1/2006 to 12/31/2006          $14.62           $15.44          2,487,596
    1/1/2007 to 12/31/2007          $15.44           $18.60          3,177,702
- ------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2002 to 12/31/2002                            $9.86            441,318
    1/1/2003 to 12/31/2003           $9.86           $12.91            462,906
    1/1/2004 to 12/31/2004          $12.91           $16.15          1,816,706
    1/1/2005 to 12/31/2005          $16.15           $16.96            501,989
    1/1/2006 to 12/31/2006          $16.96           $22.10            926,728
    1/1/2007 to 12/31/2007          $22.10           $17.47            505,436
- ------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/2002 to 12/31/2002                            $5.14             93,241
    1/1/2003 to 12/31/2003           $5.14            $9.51            423,958
    1/1/2004 to 12/31/2004           $9.51            $7.15            694,352
    1/1/2005 to 12/31/2005           $7.15            $7.64            746,085
    1/1/2006 to 12/31/2006           $7.64            $6.98            339,250
    1/1/2007 to 12/31/2007           $6.98            $7.35            272,048



                                     A-82






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2002 to 12/31/2002                             $6.03            254,131
    1/1/2003 to 12/31/2003            $6.03            $8.66            497,972
    1/1/2004 to 12/31/2004            $8.66            $8.48            727,580
    1/1/2005 to 12/31/2005            $8.48            $8.45            577,739
    1/1/2006 to 12/31/2006            $8.45            $8.98            673,628
    1/1/2007 to 12/31/2007            $8.98           $10.10          1,668,456
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2002 to 12/31/2002                             $7.15            272,408
    1/1/2003 to 12/31/2003            $7.15            $7.21            398,350
    1/1/2004 to 12/31/2004            $7.21            $8.19            460,848
    1/1/2005 to 12/31/2005            $8.19            $7.52            456,586
    1/1/2006 to 12/31/2006            $7.52            $9.93          1,277,316
    1/1/2007 to 12/31/2007            $9.93           $10.59          1,098,402
- -------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2002 to 12/31/2002                             $7.83            521,419
    1/1/2003 to 12/31/2003            $7.83            $9.34            618,427
    1/1/2004 to 12/31/2004            $9.34           $11.13          1,060,939
    1/1/2005 to 12/31/2005           $11.13           $12.37          1,996,877
    1/1/2006 to 12/31/2006           $12.37           $14.51          2,195,309
    1/1/2007 to 12/31/2007           $14.51           $16.52          3,808,582
- -------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2002 to 12/31/2002                             $7.97            954,792
    1/1/2003 to 12/31/2003            $7.97            $9.84          3,563,562
    1/1/2004 to 12/31/2004            $9.84           $10.53          8,215,357
    1/1/2005 to 12/31/2005           $10.53           $10.64          7,846,866
    1/1/2006 to 12/31/2006           $10.64           $11.90          7,031,661
    1/1/2007 to 12/31/2007           $11.90           $12.12          4,013,033
- -------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2002 to 12/31/2002                            $11.38          1,532,543
    1/1/2003 to 12/31/2003           $11.38            $8.44          1,886,515
    1/1/2004 to 12/31/2004            $8.44            $7.45          1,202,243
    1/1/2005 to 12/31/2005            $7.45            $7.23          2,169,662
    1/1/2006 to 12/31/2006            $7.23            $6.57          1,868,606
    1/1/2007 to 12/31/2007            $6.57            $6.50          1,722,065
- -------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2002 to 12/31/2002                             $6.78            297,435
    1/1/2003 to 12/31/2003            $6.78           $10.20          1,431,345
    1/1/2004 to 12/31/2004           $10.20           $11.76          2,817,803
    1/1/2005 to 12/31/2005           $11.76           $11.87          1,158,025
    1/1/2006 to 12/31/2006           $11.87           $14.36          1,596,920
    1/1/2007 to 12/31/2007           $14.36           $14.24          1,964,725
- -------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
    1/1/2002 to 12/31/2002                             $6.45          1,346,852
    1/1/2003 to 12/31/2003            $6.45            $9.32          4,445,234
    1/1/2004 to 12/31/2004            $9.32            $9.94          4,885,351
    1/1/2005 to 12/31/2005            $9.94            $9.80          2,467,486
    1/1/2006 to 12/31/2006            $9.80           $10.16          1,764,614
    1/1/2007 to 12/31/2007           $10.16           $11.76          2,265,084



                                     A-83






                                                                           Number of
                                       Accumulation     Accumulation      Accumulation
                                       Unit Value at    Unit Value at Units Outstanding at
                                    Beginning of Period End of Period    End of Period
                                                             
- ------------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2002 to 12/31/2002                                 $11.00            433,181
    1/1/2003 to 12/31/2003                $11.00            $6.78          1,535,439
    1/1/2004 to 12/31/2004                 $6.78            $5.93            908,064
    1/1/2005 to 12/31/2005                 $5.93            $5.88          2,494,112
    1/1/2006 to 12/31/2006                 $5.88            $5.70          1,891,265
    1/1/2007 to 12/31/2007                 $5.70            $4.96            860,024
- ------------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2002 to 12/31/2002                                  $3.53          1,003,123
    1/1/2003 to 12/31/2003                 $3.53            $7.03          3,410,589
    1/1/2004 to 12/31/2004                 $7.03            $7.89          6,592,447
    1/1/2005 to 12/31/2005                 $7.89            $7.47          4,740,165
    1/1/2006 to 12/31/2006                 $7.47            $7.70          2,319,572
    1/1/2007 to 12/31/2007                 $7.70            $9.73          4,024,405
- ------------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
 formerly, ProFund VP Mid-Cap Value
    1/1/2002 to 12/31/2002                                  $7.66            438,387
    1/1/2003 to 12/31/2003                 $7.66           $10.23          1,455,513
    1/1/2004 to 12/31/2004                $10.23           $11.67          2,632,869
    1/1/2005 to 12/31/2005                $11.67           $12.49          2,164,543
    1/1/2006 to 12/31/2006                $12.49           $13.80          1,978,580
    1/1/2007 to 12/31/2007                $13.80           $13.70          1,436,105
- ------------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2002 to 12/31/2002                                  $7.70            439,054
    1/1/2003 to 12/31/2003                 $7.70            $9.69          1,009,867
    1/1/2004 to 12/31/2004                 $9.69           $10.58          2,220,901
    1/1/2005 to 12/31/2005                $10.58           $11.58          5,059,311
    1/1/2006 to 12/31/2006                $11.58           $11.84          1,594,539
    1/1/2007 to 12/31/2007                $11.84           $13.01          2,101,505
- ------------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2002 to 12/31/2002                                  $5.71            477,953
    1/1/2003 to 12/31/2003                 $5.71            $9.55          1,112,311
    1/1/2004 to 12/31/2004                 $9.55           $11.99          3,106,849
    1/1/2005 to 12/31/2005                $11.99           $13.91          1,935,487
    1/1/2006 to 12/31/2006                $13.91           $15.14          1,588,771
    1/1/2007 to 12/31/2007                $15.14           $15.77          1,072,846
- ------------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2002 to 12/31/2002                                  $7.09            994,778
    1/1/2003 to 12/31/2003                 $7.09            $9.39          5,144,632
    1/1/2004 to 12/31/2004                 $9.39           $11.10          4,088,760
    1/1/2005 to 12/31/2005                $11.10           $11.35          1,398,442
    1/1/2006 to 12/31/2006                $11.35           $13.11          2,446,357
    1/1/2007 to 12/31/2007                $13.11           $11.96            714,107
- ------------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2002 to 12/31/2002                                  $7.69            772,260
    1/1/2003 to 12/31/2003                 $7.69           $10.16          3,868,951
    1/1/2004 to 12/31/2004                $10.16           $11.98          4,677,820
    1/1/2005 to 12/31/2005                $11.98           $12.67          4,579,887
    1/1/2006 to 12/31/2006                $12.67           $13.54          1,643,633
    1/1/2007 to 12/31/2007                $13.54           $13.85            676,467



                                     A-84






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2002 to 12/31/2002                                           $6.14            212,085
    1/1/2003 to 12/31/2003                          $6.14           $12.04          1,702,558
    1/1/2004 to 12/31/2004                         $12.04           $15.52          5,098,565
    1/1/2005 to 12/31/2005                         $15.52           $15.23            816,755
    1/1/2006 to 12/31/2006                         $15.23           $18.87          1,580,595
    1/1/2007 to 12/31/2007                         $18.87           $16.11            527,856
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2002 to 12/31/2002                                          $11.56          2,486,854
    1/1/2003 to 12/31/2003                         $11.56           $11.08            731,470
    1/1/2004 to 12/31/2004                         $11.08           $11.79          1,051,158
    1/1/2005 to 12/31/2005                         $11.79           $12.64          2,312,868
    1/1/2006 to 12/31/2006                         $12.64           $11.86            821,668
    1/1/2007 to 12/31/2007                         $11.86           $12.85          2,443,725
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2002 to 12/31/2002                                           $8.02            165,792
    1/1/2003 to 12/31/2003                          $8.02            $7.56          1,817,924
    1/1/2004 to 12/31/2004                          $7.56            $6.63          5,314,528
    1/1/2005 to 12/31/2005                          $6.63            $6.00          3,415,324
    1/1/2006 to 12/31/2006                          $6.00            $6.50          4,567,551
    1/1/2007 to 12/31/2007                          $6.50            $6.06          1,806,294
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --               --                 --
    1/1/2005 to 12/31/2005                             --           $10.56            899,141
    1/1/2006 to 12/31/2006                         $10.56           $11.38          1,207,864
    1/1/2007 to 12/31/2007                         $11.38           $11.78            898,024
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2002 to 12/31/2002                                           $6.80             19,826
    1/1/2003 to 12/31/2003                          $6.80            $9.16             66,435
    1/1/2004 to 12/31/2004                          $9.16           $10.03             91,924
    1/1/2005 to 12/31/2005                         $10.03            $9.92             87,726
    1/1/2006 to 12/31/2006                          $9.92           $10.15            100,227
    1/1/2007 to 12/31/2007                         $10.15           $10.55            106,856
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --           $11.85            311,233
    1/1/2005 to 12/31/2005                         $11.85           $12.84            590,605
    1/1/2006 to 12/31/2006                         $12.84           $17.48          1,507,757
    1/1/2007 to 12/31/2007                         $17.48           $19.49          2,078,809
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2002 to 12/31/2002                                              --                 --
    1/1/2003 to 12/31/2003                             --               --                 --
    1/1/2004 to 12/31/2004                             --           $11.32          1,777,316
    1/1/2005 to 12/31/2005                         $11.32           $11.94          2,420,873
    1/1/2006 to 12/31/2006                         $11.94           $13.10          2,772,210
    1/1/2007 to 12/31/2007                         $13.10           $14.10          2,203,754



                                     A-85






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.66             82,809
    1/1/2005 to 12/31/2005             $10.66           $10.83            134,177
    1/1/2006 to 12/31/2006             $10.83           $11.60            199,508
    1/1/2007 to 12/31/2007             $11.60           $13.88            403,709
- ---------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.75            173,851
    1/1/2005 to 12/31/2005             $10.75           $11.01            304,840
    1/1/2006 to 12/31/2006             $11.01           $11.14            290,152
    1/1/2007 to 12/31/2007             $11.14           $11.42            274,858
- ---------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.48            155,695
    1/1/2005 to 12/31/2005             $10.48            $9.98            194,864
    1/1/2006 to 12/31/2006              $9.98           $12.32            481,064
    1/1/2007 to 12/31/2007             $12.32           $12.20            235,030
- ---------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --               --                 --
    1/1/2005 to 12/31/2005                 --            $9.76          1,240,527
    1/1/2006 to 12/31/2006              $9.76           $11.34          2,310,768
    1/1/2007 to 12/31/2007             $11.34           $11.28          2,000,024
- ---------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $12.59            389,792
    1/1/2005 to 12/31/2005             $12.59           $14.82          1,068,339
    1/1/2006 to 12/31/2006             $14.82           $15.00          1,119,827
    1/1/2007 to 12/31/2007             $15.00           $17.43          1,173,103
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.37             72,725
    1/1/2005 to 12/31/2005             $10.37           $10.30          2,620,751
    1/1/2006 to 12/31/2006             $10.30           $11.05          2,181,106
    1/1/2007 to 12/31/2007             $11.05           $11.62          2,009,820
- ---------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2002 to 12/31/2002                                  --                 --
    1/1/2003 to 12/31/2003                 --               --                 --
    1/1/2004 to 12/31/2004                 --           $10.37            159,605
    1/1/2005 to 12/31/2005             $10.37           $10.51          2,141,308
    1/1/2006 to 12/31/2006             $10.51           $12.26          4,023,312
    1/1/2007 to 12/31/2007             $12.26           $12.08          1,984,257



                                     A-86






                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --            $9.70              39,360
    1/1/2005 to 12/31/2005                           $9.70            $8.64             364,782
    1/1/2006 to 12/31/2006                           $8.64            $8.18             254,207
    1/1/2007 to 12/31/2007                           $8.18            $7.82             131,223
- ----------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --            $9.54             136,809
    1/1/2005 to 12/31/2005                           $9.54            $9.11             220,843
    1/1/2006 to 12/31/2006                           $9.11            $7.90             560,897
    1/1/2007 to 12/31/2007                           $7.90            $8.12           1,000,449
- ----------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --           $10.53             269,671
    1/1/2005 to 12/31/2005                          $10.53           $12.05             672,243
    1/1/2006 to 12/31/2006                          $12.05           $14.35             742,865
    1/1/2007 to 12/31/2007                          $14.35           $16.87             828,104
- ----------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.00             649,829
    1/1/2006 to 12/31/2006                          $10.00           $11.38           5,212,589
    1/1/2007 to 12/31/2007                          $11.38           $12.26           8,022,912
- ----------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.01           2,586,012
    1/1/2006 to 12/31/2006                          $10.01           $11.19          23,048,850
    1/1/2007 to 12/31/2007                          $11.19           $12.07          31,465,957
- ----------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.02           2,726,484
    1/1/2006 to 12/31/2006                          $10.02           $11.01          21,829,919
    1/1/2007 to 12/31/2007                          $11.01           $11.83          30,616,578
- ----------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                               --                  --
    1/1/2003 to 12/31/2003                              --               --                  --
    1/1/2004 to 12/31/2004                              --               --                  --
    1/1/2005 to 12/31/2005                              --           $10.03             685,724
    1/1/2006 to 12/31/2006                          $10.03           $10.90           7,315,279
    1/1/2007 to 12/31/2007                          $10.90           $11.70          12,873,620



                                     A-87






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2002 to 12/31/2002                                                       --                   --
    1/1/2003 to 12/31/2003                                      --               --                   --
    1/1/2004 to 12/31/2004                                      --               --                   --
    1/1/2005 to 12/31/2005                                      --           $10.04              115,215
    1/1/2006 to 12/31/2006                                  $10.04           $10.66            3,303,256
    1/1/2007 to 12/31/2007                                  $10.66           $11.40            7,359,596
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006 to 12/31/2006*                                $10.00           $10.66         5,258,473.80
    1/1/2007 to 12/31/2007                                  $10.66           $11.48            8,525,849
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006 to 12/31/2006*                                $10.00           $10.58         3,781,525.04
    1/1/2007 to 12/31/2007                                  $10.58           $11.30            7,801,920
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006 to 12/31/2006*                                $10.00           $10.48            3,795,562
    1/1/2007 to 12/31/2007                                  $10.48           $11.49            7,899,326
- ------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $11.51              120,901
- ------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.04               74,936
- ------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.19              157,014
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.17               39,143
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.00               50,892
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98              213,630



 *  Denotes the start date of these sub-accounts.


                                     ASL II
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2005 to 12/31/2005                                          $10.53              0
    1/1/2006 to 12/31/2006                         $10.53           $12.55              0
    1/1/2007 to 12/31/2007                         $12.55           $13.32              0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    3/14/2005* to 12/31/2005                       $11.16           $11.16              0
    1/1/2006 to 12/31/2006                         $11.16           $13.10              0
    1/1/2007 to 12/31/2007                         $13.10           $15.12              0
- ---------------------------------------------------------------------------------------------------
AST International Value
    3/14/2005* to 12/31/2005                       $10.59           $10.59              0
    1/1/2006 to 12/31/2006                         $10.59           $13.09              0
    1/1/2007 to 12/31/2007                         $13.09           $14.95              0



                                     A-88






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST MFS Global Equity
    1/1/2005 to 12/31/2005                                   $10.36              0
    1/1/2006 to 12/31/2006                  $10.36           $12.49              0
    1/1/2007 to 12/31/2007                  $12.49           $13.25              0
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2005 to 12/31/2005                                   $10.31              0
    1/1/2006 to 12/31/2006                  $10.31           $11.27              0
    1/1/2007 to 12/31/2007                  $11.27           $11.71              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2005 to 12/31/2005                                   $10.20              0
    1/1/2006 to 12/31/2006                  $10.20           $10.66              0
    1/1/2007 to 12/31/2007                  $10.66           $12.27              0
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2005 to 12/31/2005                                   $10.84              0
    1/1/2006 to 12/31/2006                  $10.84           $11.87              0
    1/1/2007 to 12/31/2007                  $11.87           $12.80              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Small-Cap Value
    1/1/2005 to 12/31/2005                                   $10.44              0
    1/1/2006 to 12/31/2006                  $10.44           $11.87              0
    1/1/2007 to 12/31/2007                  $11.87           $10.92              0
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2005 to 12/31/2005                                   $10.53              0
    1/1/2006 to 12/31/2006                  $10.53           $12.26              0
    1/1/2007 to 12/31/2007                  $12.26           $11.22              0
- --------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value
    1/1/2005 to 12/31/2005                                    $9.90              0
    1/1/2006 to 12/31/2006                   $9.90           $11.53              0
    1/1/2007 to 12/31/2007                  $11.53            $9.19              0
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2005 to 12/31/2005                                   $10.46              0
    1/1/2006 to 12/31/2006                  $10.46           $10.78              0
    1/1/2007 to 12/31/2007                  $10.78           $12.48              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth
    1/1/2005 to 12/31/2005                                   $11.21              0
    1/1/2006 to 12/31/2006                  $11.21           $12.40              0
    1/1/2007 to 12/31/2007                  $12.40           $14.70              0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2005 to 12/31/2005                                   $10.76              0
    1/1/2006 to 12/31/2006                  $10.76           $11.56              0
    1/1/2007 to 12/31/2007                  $11.56           $11.57              0
- --------------------------------------------------------------------------------------------
AST Alger All-Cap Growth
    1/1/2005 to 12/2/2005                                    $11.59              0
- --------------------------------------------------------------------------------------------
AST Mid-Cap Value
    1/1/2005 to 12/31/2005                                   $10.24              0
    1/1/2006 to 12/31/2006                  $10.24           $11.34              0
    1/1/2007 to 12/31/2007                  $11.34           $11.31              0
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources
    1/1/2005 to 12/31/2005                                   $11.61              0
    1/1/2006 to 12/31/2006                  $11.61           $13.05              0
    1/1/2007 to 12/31/2007                  $13.05           $17.78              0



                                     A-89






                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2005 to 12/31/2005                                      $11.98              0
    1/1/2006 to 12/31/2006                     $11.98           $12.28              0
    1/1/2007 to 12/31/2007                     $12.28           $12.89              0
- -----------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2005 to 12/31/2005                                      $10.64              0
    1/1/2006 to 12/31/2006                     $10.64           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $12.63              0
- -----------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2005 to 12/31/2005                                      $10.78              0
    1/1/2006 to 12/31/2006                     $10.78           $11.21              0
    1/1/2007 to 12/31/2007                     $11.21           $12.50              0
- -----------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth
    1/1/2005 to 12/31/2005                                      $10.64              0
    1/1/2006 to 12/31/2006                     $10.64           $11.35              0
    1/1/2007 to 12/31/2007                     $11.35           $12.55              0
- -----------------------------------------------------------------------------------------------
AST DeAm Large-Cap Value
    1/1/2005 to 12/31/2005                                      $10.59              0
    1/1/2006 to 12/31/2006                     $10.59           $12.51              0
    1/1/2007 to 12/31/2007                     $12.51           $12.28              0
- -----------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value
    1/1/2005 to 12/2/2005                                       $11.21              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2005 to 12/31/2005                                      $10.20              0
    1/1/2006 to 12/31/2006                     $10.20           $12.00              0
    1/1/2007 to 12/31/2007                     $12.00           $11.22              0
- -----------------------------------------------------------------------------------------------
AST Cohen & Steers Real Estate
    1/1/2005 to 12/31/2005                                      $11.88              0
    1/1/2006 to 12/31/2006                     $11.88           $15.76              0
    1/1/2007 to 12/31/2007                     $15.76           $12.24              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Managed Index 500
    1/1/2005 to 12/31/2005                                      $10.28              0
    1/1/2006 to 12/31/2006                     $10.28           $11.23              0
    1/1/2007 to 12/31/2007                     $11.23           $11.12              0
- -----------------------------------------------------------------------------------------------
AST American Century Income & Growth
    1/1/2005 to 12/31/2005                                      $10.22              0
    1/1/2006 to 12/31/2006                     $10.22           $11.58              0
    1/1/2007 to 12/31/2007                     $11.58           $11.22              0
- -----------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2005 to 12/31/2005                                      $10.15              0
    1/1/2006 to 12/31/2006                     $10.15           $11.55              0
    1/1/2007 to 12/31/2007                     $11.55           $11.77              0
- -----------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2005 to 12/31/2005                                      $10.44              0
    1/1/2006 to 12/31/2006                     $10.44           $11.99              0
    1/1/2007 to 12/31/2007                     $11.99           $11.29              0
- -----------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 formerly, AST Global Allocation
    1/1/2005 to 12/31/2005                                      $10.50              0
    1/1/2006 to 12/31/2006                     $10.50           $11.32              0
    1/1/2007 to 12/31/2007                     $11.32           $11.20              0



                                     A-90






                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
                                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation
 formerly, AST American Century Strategic Balanced
    1/1/2005 to 12/31/2005                                                $10.20              0
    1/1/2006 to 12/31/2006                               $10.20           $10.85              0
    1/1/2007 to 12/31/2007                               $10.85           $11.46              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation
    1/1/2005 to 12/31/2005                                                $10.24              0
    1/1/2006 to 12/31/2006                               $10.24           $11.17              0
    1/1/2007 to 12/31/2007                               $11.17           $11.52              0
- ---------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2005 to 12/31/2005                                                 $9.34              0
    1/1/2006 to 12/31/2006                                $9.34            $9.63              0
    1/1/2007 to 12/31/2007                                $9.63           $10.24              0
- ---------------------------------------------------------------------------------------------------------
AST High Yield
    1/1/2005 to 12/31/2005                                                 $9.75              0
    1/1/2006 to 12/31/2006                                $9.75           $10.43              0
    1/1/2007 to 12/31/2007                               $10.43           $10.37              0
- ---------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2005 to 12/31/2005                                                 $9.84              0
    1/1/2006 to 12/31/2006                                $9.84           $10.48              0
    1/1/2007 to 12/31/2007                               $10.48           $10.78              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2005 to 12/31/2005                                                $10.04              0
    1/1/2006 to 12/31/2006                               $10.04           $10.10              0
    1/1/2007 to 12/31/2007                               $10.10           $10.61              0
- ---------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2005 to 12/31/2005                                                 $9.94              0
    1/1/2006 to 12/31/2006                                $9.94           $10.01              0
    1/1/2007 to 12/31/2007                               $10.01           $10.37              0
- ---------------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2005 to 12/31/2005                                                 $9.99              0
    1/1/2006 to 12/31/2006                                $9.99           $10.13              0
    1/1/2007 to 12/31/2007                               $10.13           $10.31              0
- ---------------------------------------------------------------------------------------------------------
Gartmore NVIT Developing Markets Fund
 formerly, Gartmore GVIT Developing Markets Fund
    1/1/2005 to 12/31/2005                                                $11.93              0
    1/1/2006 to 12/31/2006                               $11.93           $15.57              0
    1/1/2007 to 12/31/2007                               $15.57           $21.67              0
- ---------------------------------------------------------------------------------------------------------
WFVT Advantage Equity Income
    1/1/2005 to 12/31/2005                                                $10.08              0
    1/1/2006 to 12/31/2006                               $10.08           $11.60              0
    1/1/2007 to 12/31/2007                               $11.60           $11.57              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Dynamics
    1/1/2005 to 12/31/2005                                                $10.80              0
    1/1/2006 to 12/31/2006                               $10.80           $12.16              0
    1/1/2007 to 12/31/2007                               $12.16           $13.23              0
- ---------------------------------------------------------------------------------------------------------
AIM V.I.--Technology
    1/1/2005 to 12/31/2005                                                $10.60              0
    1/1/2006 to 12/31/2006                               $10.60           $11.36              0
    1/1/2007 to 12/31/2007                               $11.36           $11.87              0



                                     A-91






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AIM V.I.--Health Sciences
    1/1/2005 to 12/31/2005                                $11.04              0
    1/1/2006 to 12/31/2006               $11.04           $11.27              0
    1/1/2007 to 12/31/2007               $11.27           $12.23              0
- -----------------------------------------------------------------------------------------
AIM V.I.--Financial Services
    1/1/2005 to 12/31/2005                                $10.62              0
    1/1/2006 to 12/31/2006               $10.62           $12.00              0
    1/1/2007 to 12/31/2007               $12.00            $9.05              0
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2005 to 12/31/2005                                $10.88              0
    1/1/2006 to 12/31/2006               $10.88           $13.00              0
    1/1/2007 to 12/31/2007               $13.00           $14.50              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Special Equity
    1/1/2005 to 4/15/2005                                  $9.26              0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2005 to 12/31/2005                                $10.50              0
    1/1/2006 to 12/31/2006               $10.50           $10.79              0
    1/1/2007 to 12/31/2007               $10.79           $11.72              0
- -----------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/1/2005 to 12/31/2005                                $11.33              0
    1/1/2006 to 12/31/2006               $11.33           $12.20              0
    1/1/2007 to 12/31/2007               $12.20           $13.14              0
- -----------------------------------------------------------------------------------------
ProFund VP--Europe 30
    1/1/2005 to 12/31/2005                                $10.41              0
    1/1/2006 to 12/31/2006               $10.41           $11.87              0
    1/1/2007 to 12/31/2007               $11.87           $13.19              0
- -----------------------------------------------------------------------------------------
ProFund VP--Asia 30
    1/1/2005 to 12/31/2005                                $11.10              0
    1/1/2006 to 12/31/2006               $11.10           $14.99              0
    1/1/2007 to 12/31/2007               $14.99           $21.48              0
- -----------------------------------------------------------------------------------------
ProFund VP--Japan
    1/1/2005 to 12/31/2005                                $13.38              0
    1/1/2006 to 12/31/2006               $13.38           $14.38              0
    1/1/2007 to 12/31/2007               $14.38           $12.56              0
- -----------------------------------------------------------------------------------------
ProFund VP--Banks
    1/1/2005 to 12/31/2005                                $10.10              0
    1/1/2006 to 12/31/2006               $10.10           $11.31              0
    1/1/2007 to 12/31/2007               $11.31            $7.98              0
- -----------------------------------------------------------------------------------------
ProFund VP--Basic Materials
    1/1/2005 to 12/31/2005                                 $9.48              0
    1/1/2006 to 12/31/2006                $9.48           $10.62              0
    1/1/2007 to 12/31/2007               $10.62           $13.46              0
- -----------------------------------------------------------------------------------------
ProFund VP--Biotechnology
    1/1/2005 to 12/31/2005                                $13.48              0
    1/1/2006 to 12/31/2006               $13.48           $12.55              0
    1/1/2007 to 12/31/2007               $12.55           $12.03              0
- -----------------------------------------------------------------------------------------
ProFund VP--Consumer Services
    1/1/2005 to 12/31/2005                                 $9.66              0
    1/1/2006 to 12/31/2006                $9.66           $10.50              0
    1/1/2007 to 12/31/2007               $10.50            $9.34              0



                                     A-92






                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
ProFund VP--Consumer Goods
    1/1/2005 to 12/31/2005                             $9.73              0
    1/1/2006 to 12/31/2006            $9.73           $10.63              0
    1/1/2007 to 12/31/2007           $10.63           $11.09              0
- -------------------------------------------------------------------------------------
ProFund VP--Oil & Gas
    1/1/2005 to 12/31/2005                            $10.92              0
    1/1/2006 to 12/31/2006           $10.92           $12.78              0
    1/1/2007 to 12/31/2007           $12.78           $16.42              0
- -------------------------------------------------------------------------------------
ProFund VP--Financial
    1/1/2005 to 12/31/2005                            $10.53              0
    1/1/2006 to 12/31/2006           $10.53           $11.98              0
    1/1/2007 to 12/31/2007           $11.98            $9.40              0
- -------------------------------------------------------------------------------------
ProFund VP--Healthcare
    1/1/2005 to 12/31/2005                            $10.46              0
    1/1/2006 to 12/31/2006           $10.46           $10.68              0
    1/1/2007 to 12/31/2007           $10.68           $11.04              0
- -------------------------------------------------------------------------------------
ProFund VP--Industrial
    1/1/2005 to 12/31/2005                            $10.06              0
    1/1/2006 to 12/31/2006           $10.06           $10.90              0
    1/1/2007 to 12/31/2007           $10.90           $11.81              0
- -------------------------------------------------------------------------------------
ProFund VP--Internet
    1/1/2005 to 12/31/2005                            $12.71              0
    1/1/2006 to 12/31/2006           $12.71           $12.50              0
    1/1/2007 to 12/31/2007           $12.50           $13.36              0
- -------------------------------------------------------------------------------------
ProFund VP--Pharmaceuticals
    1/1/2005 to 12/31/2005                             $9.44              0
    1/1/2006 to 12/31/2006            $9.44           $10.27              0
    1/1/2007 to 12/31/2007           $10.27           $10.19              0
- -------------------------------------------------------------------------------------
ProFund VP--Precious Metals
    1/1/2005 to 12/31/2005                            $12.00              0
    1/1/2006 to 12/31/2006           $12.00           $12.49              0
    1/1/2007 to 12/31/2007           $12.49           $14.84              0
- -------------------------------------------------------------------------------------
ProFund VP--Real Estate
    1/1/2005 to 12/31/2005                            $11.17              0
    1/1/2006 to 12/31/2006           $11.17           $14.36              0
    1/1/2007 to 12/31/2007           $14.36           $11.20              0
- -------------------------------------------------------------------------------------
ProFund VP--Semiconductor
    1/1/2005 to 12/31/2005                            $10.65              0
    1/1/2006 to 12/31/2006           $10.65            $9.60              0
    1/1/2007 to 12/31/2007            $9.60            $9.97              0
- -------------------------------------------------------------------------------------
ProFund VP--Technology
    1/1/2005 to 12/31/2005                            $10.54              0
    1/1/2006 to 12/31/2006           $10.54           $11.05              0
    1/1/2007 to 12/31/2007           $11.05           $12.26              0
- -------------------------------------------------------------------------------------
ProFund VP--Telecommunications
    1/1/2005 to 12/31/2005                             $9.74              0
    1/1/2006 to 12/31/2006            $9.74           $12.68              0
    1/1/2007 to 12/31/2007           $12.68           $13.33              0
- -------------------------------------------------------------------------------------
ProFund VP--Utilities
    1/1/2005 to 12/31/2005                            $10.60              0
    1/1/2006 to 12/31/2006           $10.60           $12.26              0
    1/1/2007 to 12/31/2007           $12.26           $13.77              0



                                     A-93






                                                                        Number of
                                    Accumulation     Accumulation      Accumulation
                                    Unit Value at    Unit Value at Units Outstanding at
                                 Beginning of Period End of Period    End of Period
                                                          
- ---------------------------------------------------------------------------------------
ProFund VP--Bull
    1/1/2005 to 12/31/2005                              $10.12              0
    1/1/2006 to 12/31/2006             $10.12           $11.16              0
    1/1/2007 to 12/31/2007             $11.16           $11.21              0
- ---------------------------------------------------------------------------------------
ProFund VP--Bear
    1/1/2005 to 12/31/2005                               $9.54              0
    1/1/2006 to 12/31/2006              $9.54            $8.56              0
    1/1/2007 to 12/31/2007              $8.56            $8.35              0
- ---------------------------------------------------------------------------------------
ProFund VP--Ultra Bull
    1/1/2005 to 12/31/2005                              $10.25              0
    1/1/2006 to 12/31/2006             $10.25           $12.23              0
    1/1/2007 to 12/31/2007             $12.23           $11.96              0
- ---------------------------------------------------------------------------------------
ProFund VP NASDAQ-100
 formerly, ProFund VP--OTC
    1/1/2005 to 12/31/2005                              $10.55              0
    1/1/2006 to 12/31/2006             $10.55           $10.79              0
    1/1/2007 to 12/31/2007             $10.79           $12.31              0
- ---------------------------------------------------------------------------------------
ProFund VP Short NASDAQ-100
 formerly, ProFund VP--Short OTC
    1/1/2005 to 12/31/2005                               $9.14              0
    1/1/2006 to 12/31/2006              $9.14            $8.75              0
    1/1/2007 to 12/31/2007              $8.75            $7.50              0
- ---------------------------------------------------------------------------------------
ProFund VP UltraNASDAQ-100
 formerly, ProFund VP--UltraOTC
    1/1/2005 to 12/31/2005                              $11.04              0
    1/1/2006 to 12/31/2006             $11.04           $11.23              0
    1/1/2007 to 12/31/2007             $11.23           $14.00              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Value
    1/1/2005 to 12/31/2005                              $10.60              0
    1/1/2006 to 12/31/2006             $10.60           $11.55              0
    1/1/2007 to 12/31/2007             $11.55           $11.31              0
- ---------------------------------------------------------------------------------------
ProFund VP--Mid-Cap Growth
    1/1/2005 to 12/31/2005                              $10.76              0
    1/1/2006 to 12/31/2006             $10.76           $10.85              0
    1/1/2007 to 12/31/2007             $10.85           $11.76              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraMid-Cap
    1/1/2005 to 12/31/2005                              $11.38              0
    1/1/2006 to 12/31/2006             $11.38           $12.22              0
    1/1/2007 to 12/31/2007             $12.22           $12.55              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Value
    1/1/2005 to 12/31/2005                              $10.30              0
    1/1/2006 to 12/31/2006             $10.30           $11.73              0
    1/1/2007 to 12/31/2007             $11.73           $10.55              0
- ---------------------------------------------------------------------------------------
ProFund VP--Small-Cap Growth
    1/1/2005 to 12/31/2005                              $10.48              0
    1/1/2006 to 12/31/2006             $10.48           $11.05              0
    1/1/2007 to 12/31/2007             $11.05           $11.15              0
- ---------------------------------------------------------------------------------------
ProFund VP--UltraSmall-Cap
    1/1/2005 to 12/31/2005                              $10.66              0
    1/1/2006 to 12/31/2006             $10.66           $13.03              0
    1/1/2007 to 12/31/2007             $13.03           $10.97              0



                                     A-94






                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
ProFund VP--U.S. Government Plus
    1/1/2005 to 12/31/2005                                          $10.54              0
    1/1/2006 to 12/31/2006                         $10.54            $9.76              0
    1/1/2007 to 12/31/2007                          $9.76           $10.43              0
- ---------------------------------------------------------------------------------------------------
ProFund VP--Rising Rates Opportunity
    1/1/2005 to 12/31/2005                                           $9.08              0
    1/1/2006 to 12/31/2006                          $9.08            $9.71              0
    1/1/2007 to 12/31/2007                          $9.71            $8.92              0
- ---------------------------------------------------------------------------------------------------
Access VP High Yield
    1/1/2005 to 12/31/2005                                          $10.47              0
    1/1/2006 to 12/31/2006                         $10.47           $11.12              0
    1/1/2007 to 12/31/2007                         $11.12           $11.35              0
- ---------------------------------------------------------------------------------------------------
First Trust Target Focus Four Portfolio
 formerly, First Trust(R) 10 Uncommon Values
    1/1/2005 to 12/31/2005                                           $9.74              0
    1/1/2006 to 12/31/2006                          $9.74            $9.83              0
    1/1/2007 to 12/31/2007                          $9.83           $10.07              0
- ---------------------------------------------------------------------------------------------------
First Trust Global Dividend Target 15
    1/1/2005 to 12/31/2005                                          $10.83              0
    1/1/2006 to 12/31/2006                         $10.83           $14.54              0
    1/1/2007 to 12/31/2007                         $14.54           $15.99              0
- ---------------------------------------------------------------------------------------------------
First Trust Managed VIP
    1/1/2005 to 12/31/2005                                          $10.43              0
    1/1/2006 to 12/31/2006                         $10.43           $11.29              0
    1/1/2007 to 12/31/2007                         $11.29           $11.98              0
- ---------------------------------------------------------------------------------------------------
First Trust NASDAQ Target 15
    1/1/2005 to 12/31/2005                                          $10.75              0
    1/1/2006 to 12/31/2006                         $10.75           $11.35              0
    1/1/2007 to 12/31/2007                         $11.35           $13.40              0
- ---------------------------------------------------------------------------------------------------
First Trust S&P Target 24
    1/1/2005 to 12/31/2005                                          $10.48              0
    1/1/2006 to 12/31/2006                         $10.48           $10.46              0
    1/1/2007 to 12/31/2007                         $10.46           $10.57              0
- ---------------------------------------------------------------------------------------------------
First Trust The Dow Target 10
    1/1/2005 to 12/31/2005                                           $9.53              0
    1/1/2006 to 12/31/2006                          $9.53           $11.61              0
    1/1/2007 to 12/31/2007                         $11.61           $11.33              0
- ---------------------------------------------------------------------------------------------------
First Trust Dow Target Dividend
    1/1/2005 to 12/31/2005                                           $9.67              0
    1/1/2006 to 12/31/2006                          $9.67           $11.08              0
    1/1/2007 to 12/31/2007                         $11.08           $10.87              0
- ---------------------------------------------------------------------------------------------------
First Trust Value Line Target 25
    1/1/2005 to 12/31/2005                                          $11.11              0
    1/1/2006 to 12/31/2006                         $11.11           $11.08              0
    1/1/2007 to 12/31/2007                         $11.08           $12.71              0
- ---------------------------------------------------------------------------------------------------
Profund VP Large-Cap Growth
    1/1/2005 to 12/31/2005                                           $9.98              0
    1/1/2006 to 12/31/2006                          $9.98           $10.56              0
    1/1/2007 to 12/31/2007                         $10.56           $10.96              0
- ---------------------------------------------------------------------------------------------------
Profund VP Large-Cap Value
    1/1/2005 to 12/31/2005                                          $10.20              0
    1/1/2006 to 12/31/2006                         $10.20           $11.74              0
    1/1/2007 to 12/31/2007                         $11.74           $11.40              0



                                     A-95






                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
Profund VP Short Mid Cap
    1/1/2005 to 12/31/2005                                                    $8.94                 0
    1/1/2006 to 12/31/2006                                   $8.94            $8.36                 0
    1/1/2007 to 12/31/2007                                   $8.36            $7.87                 0
- ------------------------------------------------------------------------------------------------------------
Profund VP Short Small-Cap
    1/1/2005 to 12/31/2005                                                    $9.17                 0
    1/1/2006 to 12/31/2006                                   $9.17            $7.84                 0
    1/1/2007 to 12/31/2007                                   $7.84            $7.95                 0
- ------------------------------------------------------------------------------------------------------------
SP International Growth
    1/1/2005 to 12/31/2005                                                   $11.18                 0
    1/1/2006 to 12/31/2006                                  $11.18           $13.12                 0
    1/1/2007 to 12/31/2007                                  $13.12           $15.22                 0
- ------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                                    $9.99                 0
    1/1/2006 to 12/31/2006                                   $9.99           $11.21                 0
    1/1/2007 to 12/31/2007                                  $11.21           $11.91                 0
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                                   $10.00                 0
    1/1/2006 to 12/31/2006                                  $10.00           $11.02             2,672
    1/1/2007 to 12/31/2007                                  $11.02           $11.73            10,225
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                                   $10.01                 0
    1/1/2006 to 12/31/2006                                  $10.01           $10.85            18,249
    1/1/2007 to 12/31/2007                                  $10.85           $11.49            19,931
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                                   $10.02                 0
    1/1/2006 to 12/31/2006                                  $10.02           $10.74                 0
    1/1/2007 to 12/31/2007                                  $10.74           $11.36             4,610
- ------------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    1/1/2005 to 12/31/2005                                                   $10.03                 0
    1/1/2006 to 12/31/2006                                  $10.03           $10.50                 0
    1/1/2007 to 12/31/2007                                  $10.50           $11.07                 0
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006 to 12/31/2006*                                $10.00           $10.54                 0
    1/1/2007 to 12/31/2007                                  $10.54           $11.20             7,920
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006 to 12/31/2006*                                $10.00           $10.47                 0
    1/1/2007 to 12/31/2007                                  $10.47           $11.02             5,264
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Portfolio
    3/20/2006 to 12/31/2006*                                $10.00           $10.37                 0
    1/1/2007 to 12/31/2007                                  $10.37           $11.20             5,929
- ------------------------------------------------------------------------------------------------------------
AST CLS Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $11.49                 0
- ------------------------------------------------------------------------------------------------------------
AST CLS Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.02                 0
- ------------------------------------------------------------------------------------------------------------
AST Horizon Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.17                 0
- ------------------------------------------------------------------------------------------------------------
AST Horizon Moderate Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00           $10.15                 0
- ------------------------------------------------------------------------------------------------------------
AST Niemann Capital Growth Asset Allocation Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.98                 0
- ------------------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                               $10.00            $9.96                 0



 *  Denotes the start date of these sub-accounts.

                                     A-96



              APPENDIX B - CALCULATION OF OPTIONAL DEATH BENEFITS

 Examples of Enhanced Beneficiary Protection Optional Death Benefit Calculation
 The following are examples of how the Enhanced Beneficiary Protection Optional
 Death Benefit is calculated. Each example assumes that a $50,000 initial
 Purchase Payment is made. Each example assumes that there is one Owner who is
 age 50 on the Issue Date and that all Account Value is maintained in the
 variable investment options. The formula for determining the Enhanced
 Beneficiary Protection Optional Death Benefit is as follows:


                                           
 Growth   =     Account Value of variable       minus     Purchase Payments -
              investment options plus Interim           proportional withdrawals
                Value of Fixed Allocations
                     (no MVA applies)


 Example with market increase
 Assume that the Owner has made no withdrawals and that the Account Value has
 been increasing due to positive market performance. On the date we receive due
 proof of death, the Account Value is $75,000. The basic Death Benefit is
 calculated as Purchase Payments minus proportional withdrawals, or Account
 Value, which ever is greater. Therefore, the basic Death Benefit is equal to
 $75,000. The Enhanced Beneficiary Protection Optional Death Benefit is equal
 to the amount payable under the basic Death Benefit ($75,000) PLUS 40% of the
 "Growth" under the Annuity.


                                                                       
                     Growth                            =                      $75,000 - [$50,000 - $0]
                                                       =                      $25,000

                     Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                       =                      $25,000 * 0.40
                                                       =                      $10,000

                     Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                                       =                      $85,000


 Examples with market decline
 Assume that the Owner has made no withdrawals and that the Account Value has
 been decreasing due to declines in market performance. On the date we receive
 due proof of death, the Account Value is $45,000. The basic Death Benefit is
 calculated as Purchase Payments minus proportional withdrawals, or Account
 Value, which ever is greater. Therefore, the basic Death Benefit is equal to
 $50,000. The Enhanced Beneficiary Protection Optional Death Benefit is equal
 to the amount payable under the basic Death Benefit ($50,000) PLUS the
 "Growth" under the Annuity.


                                                                       
                     Growth                            =                      $45,000 - [$50,000 - $0]
                                                       =                      $-5,000

                     Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                                              NO BENEFIT IS PAYABLE

                     Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                                       =                      $50,000



 In this example you would receive no additional benefit from purchasing the
 Enhanced Beneficiary Protection Optional Death Benefit.

                                      B-1



 Example with market increase and withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 5 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $90,000. The basic Death Benefit is calculated as Purchase
 Payments minus proportional withdrawals, or Account Value, which ever is
 greater. Therefore, the basic Death Benefit is equal to $90,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($90,000) PLUS 40% of the "Growth" under the
 Annuity.


                                     
         Growth              =              $90,000 - [$50,000 - ($50,000 * $15,000/$75,000)]
                             =              $90,000 - [$50,000 - $10,000]
                             =              $90,000 - $40,000
                             =              $50,000

         Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                             =              $50,000 * 0.40
                             =              $20,000


             

              Benefit Payable under Basic Death Benefit PLUS
              Enhanced Beneficiary Protection Optional Death
              Benefit


                                   
                                   =   $110,000


 Examples of Highest Anniversary Value Death Benefit Calculation
 The following are examples of how the Highest Anniversary Value Death Benefit
 is calculated. Each example assumes an initial Purchase Payment of $50,000.
 Each example assumes that there is one Owner who is age 70 on the Issue Date
 and that all Account Value is maintained in the variable investment options.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 date we receive due proof of death, the Account Value is $75,000; however, the
 Anniversary Value on the 5/th/ anniversary of the Issue Date was $90,000.
 Assume as well that the Owner has died before the Death Benefit Target Date.
 The Death Benefit is equal to the greater of the Highest Anniversary Value or
 the basic Death Benefit. The Death Benefit would be the Highest Anniversary
 Value ($90,000) because it is greater than the amount that would have been
 payable under the basic Death Benefit ($75,000).

 Example with withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 7 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $80,000; however, the Anniversary Value on the 5/th/
 anniversary of the Issue Date was $90,000. Assume as well that the Owner has
 died before the Death Benefit Target Date. The Death Benefit is equal to the
 greater of the Highest Anniversary Value or the basic Death Benefit.


                          
 Highest Anniversary Value   =   $90,000 - [$90,000 * $15,000/$75,000]
                             =   $90,000 - $18,000
                             =   $72,000

 Basic Death Benefit         =   max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                             =   max [$80,000, $40,000]
                             =   $80,000

 The Death Benefit therefore is $80,000.


                                      B-2



 Example with death after Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals had been made prior to the
 Death Benefit Target Date. Further assume that the Owner dies after the Death
 Benefit Target Date, when the Account Value is $75,000. The Highest
 Anniversary Value on the Death Benefit Target Date was $80,000; however,
 following the Death Benefit Target Date, the Owner made a Purchase Payment of
 $15,000 and later had taken a withdrawal of $5,000 when the Account Value was
 $70,000. The Death Benefit is equal to the greater of the Highest Anniversary
 Value plus Purchase Payments minus proportional withdrawals after the Death
 Benefit Target Date or the basic Death Benefit.


                          
 Highest Anniversary Value   =   $80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                             =   $80,000 + $15,000 - $6,786
                             =   $88,214

 Basic Death Benefit         =   max [$75,000, ($50,000 + $15,000) - {($50,000 + $15,000) * $5,000/$70,000}]
                             =   max [$75,000, $60,357]
                             =   $75,000

 The Death Benefit therefore is $88,214.


 Examples of Combination 5% Roll-Up and Highest Anniversary Value Death Benefit
 Calculation
 The following are examples of how the Combination 5% Roll-Up and Highest
 Anniversary Value Death Benefit are calculated. Each example assumes an
 initial Purchase Payment of $50,000. Each example assumes that there is one
 Owner who is age 70 on the Issue Date and that all Account Value is maintained
 in the variable investment options.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 7/th/ anniversary of the Issue Date we receive due proof of death, at which
 time the Account Value is $75,000; however, the Anniversary Value on the 5/th/
 anniversary of the Issue Date was $90,000. Assume as well that the Owner has
 died before the Death Benefit Target Date. The Roll-Up Value is equal to
 initial Purchase Payment accumulated at 5% for 6 years, or $67,005. The Death
 Benefit is equal to the greatest of the Roll-Up Value, Highest Anniversary
 Value or the basic Death Benefit. The Death Benefit would be the Highest
 Anniversary Value ($90,000) because it is greater than both the Roll-Up Value
 ($67,005) and the amount that would have been payable under the basic Death
 Benefit ($75,000).

 Example with withdrawals
 Assume that the Owner made a withdrawal of $5,000 on the 6/th/ anniversary of
 the Issue Date when the Account Value was $45,000. The Roll-Up Value on the
 6/th/ anniversary of the Issue Date is equal to initial Purchase Payment
 accumulated at 5% for 6 years, or $67,005. The 5% Dollar-for-Dollar Withdrawal
 Limit for the 7/th/ annuity year is equal to 5% of the Roll-Up Value as of the
 6/th/ anniversary of the Issue Date, or $3,350. Therefore, the remaining
 $1,650 of the withdrawal results in a proportional reduction to the Roll-Up
 Value. On the 7/th/ anniversary of the Issue Date we receive due proof of
 death, at which time the Account Value is $43,000; however, the Anniversary
 Value on the 2nd anniversary of the Issue Date was $70,000. Assume as well
 that the Owner has died before the Death Benefit Target Date. The Death
 Benefit is equal to the greatest of the Roll-Up Value, Highest Anniversary
 Value or the basic Death Benefit.


                          
 Roll-Up Value               =   {(67,005 - $3,350) - [($67,005 - $3,350) * $1,650/($45,000 - $3,350)]} * 1.05
                             =   ($63,655 - $2,522) * 1.05
                             =   $64,190

 Highest Anniversary Value   =   $70,000 - [$70,000 * $5,000/$45,000]
                             =   $70,000 - $7,778
                             =   $62,222

 Basic Death Benefit         =   max [$43,000, $50,000 - ($50,000 * $5,000/$45,000)]
                             =   max [$43,000, $44,444]
                             =   $44,444

 The Death Benefit therefore is $64,190.


                                      B-3



 Example with death after Death Benefit Target Date
 Assume that the Owner has not made any withdrawals prior to the Death Benefit
 Target Date. Further assume that the Owner dies after the Death Benefit Target
 Date, when the Account Value is $75,000. The Roll-Up Value on the Death
 Benefit Target Date (the contract anniversary on or following the Owner's
 80/th/ birthday) is equal to initial Purchase Payment accumulated at 5% for 10
 years, or $81,445. The Highest Anniversary Value on the Death Benefit Target
 Date was $85,000; however, following the Death Benefit Target Date, the Owner
 made a Purchase Payment of $15,000 and later had taken a withdrawal of $5,000
 when the Account Value was $70,000. The Death Benefit is equal to the greatest
 of the Roll-Up Value, Highest Anniversary Value or the basic Death Benefit as
 of the Death Benefit Target Date; each increased by subsequent Purchase
 Payments and reduced proportionally for subsequent withdrawals.


                          
 Roll-Up Value               =   $81,445 + $15,000 - [($81,445 + 15,000) * $5,000/$70,000]
                             =   $81,445 + $15,000 - $6,889
                             =   $89,556

 Highest Anniversary Value   =   $85,000 + $15,000 - [($85,000 + 15,000) * $5,000/$70,000]
                             =   $85,000 + $15,000 - $7,143
                             =   $92,857

 Basic Death Benefit         =   max [$75,000, $50,000 + $15,000 - {(50,000 + $15,000) * $5,000/$70,000}]
                             =   max [$75,000, $60,357]
                             =   $75,000

 The Death Benefit therefore is $92,857.


 Examples of Highest Daily Value Death Benefit Calculation
 The following are examples of how the HDV Death Benefit is calculated. Each
 example assumes an initial Purchase Payment of $50,000. Each example assumes
 that there is one Owner who is age 70 on the Issue Date.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 date we receive due proof of death, the Account Value is $75,000; however, the
 Highest Daily Value was $90,000. Assume as well that the Owner has died before
 the Death Benefit Target Date. The Death Benefit is equal to the greater of
 the Highest Daily Value or the basic Death Benefit. The Death Benefit would be
 the HDV ($90,000) because it is greater than the amount that would have been
 payable under the basic Death Benefit ($75,000).

 Example with withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 7 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $80,000; however, the Highest Daily Value ($90,000) was
 attained during the fifth Annuity Year. Assume as well that the Owner has died
 before the Death Benefit Target Date. The Death Benefit is equal to the
 greater of the Highest Daily Value (proportionally reduced by the subsequent
 withdrawal) or the basic Death Benefit.


                    
 Highest Daily Value   =   $90,000 - [$90,000 * $15,000/$75,000]
                       =   $90,000 - $18,000
                       =   $72,000

 Basic Death Benefit   =   max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                       =   max [$80,000, $40,000]
                       =   $80,000

 The Death Benefit therefore is $80,000.


                                      B-4



 Example with death after Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals had been made prior to the
 Death Benefit Target Date. Further assume that the Owner dies after the Death
 Benefit Target Date, when the Account Value is $75,000. The Highest Daily
 Value on the Death Benefit Target Date was $80,000; however, following the
 Death Benefit Target Date, the Owner made a Purchase Payment of $15,000 and
 later had taken a withdrawal of $5,000 when the Account Value was $70,000. The
 Death Benefit is equal to the greater of the Highest Daily Value on the Death
 Benefit Target Date plus Purchase Payments minus proportional withdrawals
 after the Death Benefit Target Date or the basic Death Benefit.


                    
 Highest Daily Value   =   $80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                       =   $80,000 + $15,000 - $6,786
                       =   $88,214

 Basic Death Benefit   =   max [$75,000, ($50,000 + $15,000) - {($50,000 + $15,000) * $5,000/$70,000}]
                       =   max [$75,000, $60,357]
                       =   $75,000

 The Death Benefit therefore is $88,214.


                                      B-5



             APPENDIX C - PLUS40(TM) OPTIONAL LIFE INSURANCE RIDER


 Prudential Annuities' Plus40(TM) Optional Life Insurance Rider was offered, in
 those states where approved, between November 18, 2002 for ASAP III,
 January 17, 2002 for ASL II and APEX II, and January 23, 2002 for XT6 and
 May 1, 2003. The description below of the Plus40(TM) benefit applies to those
 Contract Owners who purchased an Annuity during that time period and elected
 the Plus40(TM) benefit.

 The life insurance coverage provided under the Plus40(TM) Optional Life
 Insurance Rider ("Plus40(TM) rider" or the "Rider") is supported by Prudential
 Annuities' general account and is not subject to, or registered as a security
 under, either the Securities Act of 1933 or the Investment Company Act of
 1940. Information about the Plus40(TM) rider is included as an Appendix to
 this Prospectus to help you understand the Rider and the relationship between
 the Rider and the value of your Annuity. It is also included because you can
 elect to pay for the Rider with taxable withdrawals from your Annuity. The
 staff of the Securities and Exchange Commission has not reviewed this
 information. However, the information may be subject to certain generally
 applicable provisions of the Federal securities laws regarding accuracy and
 completeness.


 The income tax-free life insurance payable to your Beneficiary(ies) under the
 Plus40(TM) rider is equal to 40% of the Account Value of your Annuity as of
 the date we receive due proof of death, subject to certain adjustments,
 restrictions and limitations described below.

 ELIGIBILITY
 The Plus40(TM) rider may be purchased as a rider on your Annuity. The Rider
 must cover those persons upon whose death the Annuity's death benefit becomes
 payable - the Annuity's owner or owners, or the Annuitant (in the case of an
 entity owned Annuity). If the Annuity has two Owners, the Rider's death
 benefit is payable upon the first death of such persons. If the Annuity is
 owned by an entity, the Rider's death benefit is payable upon the death of the
 Annuitant, even if a Contingent Annuitant is named.

 The minimum allowable age to purchase the Plus40(TM) rider is 40; the maximum
 allowable age is 75. If the Rider is purchased on two lives, both persons must
 meet the age eligibility requirements. The Plus40(TM) rider is not available
 to purchasers who use their Annuity as a funding vehicle for a Tax Sheltered
 Annuity (or 403(b)) or as a funding vehicle for a qualified plan under Section
 401 of the Internal Revenue Code ("Code").

 ADJUSTMENTS, RESTRICTIONS & LIMITATIONS
   .   If you die during the first 24 months following the effective date of
       the Plus40(TM) rider (generally, the Issue Date of your Annuity), the
       death benefit will be limited to the amount of any charges paid for the
       Rider while it was in effect. While we will return the charges you have
       paid during the applicable period as the death benefit, your
       Beneficiary(ies) will receive no additional life insurance benefit from
       the Plus40(TM) rider if you die within 24 months of its effective date.

   .   If you make a Purchase Payment within 24 months prior to the date of
       death, the Account Value used to determine the amount of the death
       benefit will be reduced by the amount of such Purchase Payment(s). If we
       reduce the death benefit payable under the Plus40(TM) rider based on
       this provision, we will return 50% of any charges paid for the Rider
       based on those Purchase Payments as an additional amount included in the
       death benefit under the Rider.

   .   If we apply Credits to your Annuity based on Purchase Payments, such
       Credits are treated as Account Value for purposes of determining the
       death benefit payable under the Plus40(TM) rider. However, if Credits
       were applied to Purchase Payments made within 24 months prior to the
       date of death, the Account Value used to determine the amount of the
       death benefit will be reduced by the amount of such Credits. If we
       reduce the death benefit payable under the Plus40(TM) rider based on
       this provision, we will return 50% of any charges paid for the Rider
       based on such Credits as an additional amount included in the death
       benefit under the Rider.

   .   If you become terminally ill (as defined in the Rider) and elect to
       receive a portion of the Plus40(TM) rider's death benefit under the
       Accelerated Death Benefit provision, the amount that will be payable
       under the Rider upon your death will be reduced. Please refer to the
       Accelerated Death Benefit provision described below.

   .   If charges for the Plus40(TM) rider are due and are unpaid as of the
       date the death benefit is being determined, such charges will be
       deducted from the amount paid to your Beneficiary(ies).

   .   If the age of any person covered under the Plus40(TM) rider is
       misstated, we will adjust any coverage under the Rider to conform to the
       facts. For example, if, due to the misstatement, we overcharged you for
       coverage under the Rider, we will add any additional charges paid to the
       amount payable to your Beneficiary(ies). If, due to the misstatement, we
       undercharged you for coverage under the Rider, we will reduce the death
       benefit in proportion to the charges not paid as compared to the charges
       that would have been paid had there been no misstatement.

                                      C-1



   .   On or after an Owner reaches the expiry date of the Rider (the
       anniversary of the Annuity's Issue Date on or immediately after the
       95/th/ birthday), coverage will terminate. No charge will be made for an
       Owner following the expiry date. If there are two Owners, the expiry
       date applies separately to each Owner; therefore, coverage may continue
       for one Owner and terminate as to the other Owner.

 MAXIMUM BENEFIT
 The Plus40(TM) rider is subject to a Maximum Death Benefit Amount based on the
 Purchase Payments applied to your Annuity. The Plus40(TM) rider may also be
 subject to a Per Life Maximum Benefit that is based on all amounts paid under
 any annuity contract we issue to you under which you have elected the
 Plus40(TM) rider or similar life insurance coverage.

   .   The Maximum Death Benefit Amount is 100% of the Purchase Payments
       increasing at 5% per year following the date each Purchase Payment is
       applied to the Annuity until the date of death. If Purchase Payments are
       applied to the Annuity within 24 months prior to the date of death, the
       Maximum Death Benefit Amount is decreased by the amount of such Purchase
       Payments.

   .   The Per Life Maximum Benefit applies to Purchase Payments applied to any
       such annuity contracts more than 24 months from the date of death that
       exceed $1,000,000. If you make Purchase Payments in excess of
       $1,000,000, we will reduce the aggregate death benefit payable under all
       Plus40(TM) riders, or similar riders issued by us, based on the combined
       amount of Purchase Payments in excess of $1,000,000 multiplied by 40%.
       If the Per Life Maximum Benefit applies, we will reduce the amount
       payable under each applicable Plus40(TM) rider on a pro-rata basis. If
       the Per Life Maximum Benefit applies upon your death, we will return any
       excess charges that you paid on the portion of your Account Value on
       which no benefit is payable. The Per Life Maximum Benefit does not limit
       the amount of Purchase Payments that you may apply to your Annuity.

 ACCELERATED DEATH BENEFIT PROVISION
 If you become terminally ill, you may request that a portion of the death
 benefit payable under the Plus40(TM) rider be prepaid instead of being paid to
 your Beneficiary(ies) upon your death. Subject to our requirements and where
 allowed by law, we will make a one time, lump sum payment. Our requirements
 include proof satisfactory to us, in writing, of terminal illness after the
 Rider's Effective Date.

 The maximum we will pay, before any reduction, is the lesser of 50% of the
 Rider's death benefit or $100,000. If you elect to accelerate payment of a
 portion of the death benefit under the Plus40(TM) rider, the amount of the
 remaining death benefit is reduced by the prepaid amount accumulating at an
 annualized interest rate of 6.0%. Eligibility for an accelerated payout of a
 portion of your Plus40(TM) rider death benefit may be more restrictive than
 any medically-related surrender provision that may be applicable to you under
 the Annuity.

 CHARGES FOR THE PLUS40(TM) RIDER
 The Plus40(TM) rider has a current charge and a guaranteed maximum charge. The
 current charge for the Plus40(TM) rider is based on a percentage of your
 Account Value as of the anniversary of the Issue Date of your Annuity. The
 applicable percentages differ based on the attained age, last birthday of the
 Owner(s) or Annuitant (in the case of an entity owned Annuity) as of the date
 the charge is due. We reserve the right to change the current charge, at any
 time, subject to regulatory approval where required. If there are two Owners,
 we calculate the current charge that applies to each Owner individually and
 deduct the combined amount as the charge for the Rider. There is no charge
 based on a person's life after coverage expires as to that person. However, a
 charge will still apply to the second of two Owners (and coverage will
 continue for such Owner) if such Owner has not reached the expiry date.



                                        Percentage of
                           Attained Age Account Value
                           --------------------------
                                     
                            Age 40-75       .80%
                           --------------------------
                            Age 76-80      1.60%
                           --------------------------
                            Age 81-85      3.20%
                           --------------------------
                            Age 86-90      4.80%
                           --------------------------
                             Age 91        6.50%
                           --------------------------
                             Age 92        7.50%
                           --------------------------
                             Age 93        8.50%
                           --------------------------
                             Age 94        9.50%
                           --------------------------
                             Age 95        10.50%
                           --------------------------


                                      C-2



 The charge for the Plus40(TM) rider may also be subject to a guaranteed
 maximum charge that will apply if the current charge, when applied to the
 Account Value, exceeds the guaranteed maximum charge. The guaranteed maximum
 charge is based on a charge per $1,000 of insurance.

 We determine the charge for the Rider annually, in arrears. We deduct the
 charge: (1) upon your death; (2) on each anniversary of the Issue Date; (3) on
 the date that you begin receiving annuity payments; (4) if you surrender your
 Annuity other than a medically-related surrender; or (5) if you choose to
 terminate the Rider. If the Rider terminates for any of the preceding reasons
 on a date other than the anniversary of the Annuity's Issue Date, the charge
 will be prorated. During the first year after the Annuity's Issue Date, the
 charge will be prorated from the Issue Date. In all subsequent years, the
 charge will be prorated from the last anniversary of the Issue Date.

 You can elect to pay the annual charge through a redemption from your
 Annuity's Account Value or through funds other than those within the Annuity.
 If you do not elect a method of payment, we will automatically deduct the
 annual charge from your Annuity's Account Value. The manner in which you elect
 to pay for the Rider may have tax implications.

   .   If you elect to pay the charge through a redemption of your Annuity's
       Account Value, the withdrawal will be treated as a taxable distribution,
       and will generally be subject to ordinary income tax on the amount of
       any investment gain withdrawn. If you are under age 59 1/2, the
       distribution may also be subject to a 10% penalty on any gain withdrawn,
       in addition to ordinary income taxes. We first deduct the amount of the
       charge pro-rata from the Account Value in the variable investment
       options. We only deduct the charge pro-rata from the Fixed Allocations
       to the extent there is insufficient Account Value in the variable
       investment options to pay the charge.

   .   If you elect to pay the charge through funds other than those from your
       Annuity, we require that payment be made electronically in U.S. currency
       through a U.S. financial institution. If you elect to pay the charge
       through electronic transfer of funds and payment has not been received
       within 31 days from the due date, we will deduct the charge as a
       redemption from your Annuity, as described above.

 TERMINATION
 You can terminate the Plus40(TM) rider at any time. Upon termination, you will
 be required to pay a pro-rata portion of the annual charge for the Rider. The
 Plus40(TM) rider will terminate automatically on the date your Account Value
 is applied to begin receiving annuity payments, on the date you surrender the
 Annuity or, on the expiry date with respect to such person who reaches the
 expiry date. We may also terminate the Plus40(TM) rider, if necessary, to
 comply with our interpretation of the Code and applicable regulations. Once
 terminated, you may not reinstate your coverage under the Plus40(TM) rider.

 CHANGES IN ANNUITY DESIGNATIONS
 Changes in ownership and annuitant designations under the Annuity may result
 in changes in eligibility and charges under the Plus40(TM) rider. These
 changes may include termination of the Rider. Please refer to the Rider for
 specific details.

 SPOUSAL ASSUMPTION
 A spousal beneficiary may elect to assume ownership of the Annuity instead of
 taking the Annuity's Death Benefit. However, regardless of whether a spousal
 beneficiary assumes ownership of the Annuity, the death benefit under the
 Plus40(TM) rider will be paid despite the fact that the Annuity will continue.
 The spousal beneficiary can apply the death benefit proceeds under the
 Plus40(TM) rider to the Annuity as a new Purchase Payment, can purchase a new
 annuity contract or use the death benefit proceeds for any other purpose.
 Certain restrictions may apply to an Annuity that is used as a qualified
 investment. Spousal beneficiaries may also be eligible to purchase the
 Plus40(TM) rider, in which case the Annuity's Account Value, as of the date
 the assumption is effective, will be treated as the initial Purchase Payment
 under applicable provisions of the Rider.

 TAX CONSIDERATION
 The Plus40(TM) rider was designed to qualify as a life insurance contract
 under the Code. As life insurance, under most circumstances, the
 Beneficiary(ies) does not pay any Federal income tax on the death benefit
 payable under the Rider.

 If your Annuity is being used as an Individual Retirement Annuity (IRA), we
 consider the Plus40(TM) rider to be outside of your IRA, since premium for the
 Rider is paid for either with funds outside of your Annuity or with
 withdrawals previously subject to tax and any applicable tax penalty.

 We believe payments under the accelerated payout provision of the Rider will
 meet the requirements of the Code and the regulations in order to qualify as
 tax-free payments. To the extent permitted by law, we will change our
 procedures in relation to the Rider, or the definition of terminally ill, or
 any other applicable term in order to maintain the tax-free status of any
 amounts paid out under the accelerated payout provision.

                                      C-3



       APPENDIX D - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS

 PROGRAM RULES
   .   Prior to December 5, 2005, you could elect an asset allocation program
       where the Sub-accounts for each asset class in each model portfolio were
       designated based on an evaluation of available Sub-accounts. Effective
       December 5, 2005, you can no longer enroll in an asset allocation
       program, but you will be permitted to remain in the program if you
       enrolled prior to the date. These Program Rules reflect how the asset
       allocation program will be administered as of December 5, 2005 for those
       Owners who have chosen to remain in their program. Asset allocation is a
       sophisticated method of diversification that allocates assets among
       asset classes in order to manage investment risk and potentially enhance
       returns over the long term. However, asset allocation does not guarantee
       a profit or protect against a loss.

 HOW THE ASSET ALLOCATION PROGRAM WORKS
   .   Amounts will automatically be allocated in accordance with the
       percentages and to Sub-accounts indicated for the model portfolio that
       you previously chose. If you allocate your Account Value or transfer
       your Account Value among any Sub-accounts that are outside of your model
       portfolio, we will allocate these amounts according to the allocation
       percentages of the applicable model portfolio upon the next rebalancing.
       You will not be permitted to change from one model portfolio to another.
       Upon each rebalance, 100% of your Account Value allocated to the
       variable Sub-accounts will be allocated to the asset allocation program.
       Any Account Value not invested in the Sub-accounts will not be part of
       the program.

   .   Additional Purchase Payments: Unless otherwise requested, any additional
       Purchase Payments applied to the variable Sub-accounts in the Annuity
       will be allocated to the Sub-accounts according to the allocation
       percentages for the model portfolio you chose. Allocation of additional
       Purchase Payments outside of your model portfolio but into a
       Sub-account, will be reallocated according to the allocation percentages
       of the applicable model portfolio upon the next rebalancing.

   .   Rebalancing Your Model Portfolio: Changes in the value of the
       Sub-account will cause your Account Value allocated to the Sub-accounts
       to vary from the percentage allocations of the model portfolio you
       select. By selecting the asset allocation program, you have directed us
       to periodically (e.g., quarterly) rebalance your Account Value allocated
       to the Sub-accounts in accordance with the percentage allocations
       assigned to each Sub-account within your model portfolio at the time you
       elected the program or had later been modified with your consent. Some
       asset allocation programs will only require that a rebalancing occur
       when the percent of your Account Value allocated to the Sub-accounts are
       outside of the acceptable range permitted under such asset allocation
       program. Note - Any Account Value not invested in the Sub-accounts will
       not be affected by any rebalance.

   .   Sub-account Changes Within the Model Portfolios: From time to time there
       may be a change in a Sub-account within your model portfolio. Unless
       directed by you or your Financial Professional to reallocate to the new
       Sub-account, rebalancing will continue in accordance with your unchanged
       model portfolio, unless the Sub-account is no longer available under
       your Annuity. If the Sub-account is no longer available we will notify
       you. If you do not consent to the new Sub-account, your lack of consent
       will be deemed a request to terminate the asset allocation program and
       the provisions under "Termination or Modification of the Asset
       Allocation Program" will apply.

   .   Owner Changes in Choice of Model Portfolio: You may not change from the
       model portfolio that you have elected to any other model portfolio.

 TERMINATION OR MODIFICATION OF THE ASSET ALLOCATION PROGRAM:

   .   You may request to terminate your asset allocation program at any time.
       Once you terminate your asset allocation program, you will not be
       permitted to re-enroll in the program. Any termination will be effective
       on the date that Prudential Annuities receives your termination request
       in good order. If you are enrolled in certain optional benefits,
       termination of your asset allocation program must coincide with (i) the
       enrollment in a then currently available and approved asset allocation
       program or other approved option, or (ii) the allocation of your entire
       account value to the then required investment option(s) available with
       these benefits. However, if you are enrolled in certain optional
       benefits, you may terminate the benefit in order to then terminate your
       asset allocation program. Prudential Annuities reserves the right to
       terminate or modify the asset allocation program at any time with
       respect to any programs.


 RESTRICTIONS ON ELECTING THE ASSET ALLOCATION:
   .   You cannot participate in auto-rebalancing or a DCA program while
       enrolled in an asset allocation program and Systematic Withdrawals can
       only be made as flat dollar amounts.

                                      D-1



 APPENDIX E - DESCRIPTION AND CALCULATION OF PREVIOUSLY OFFERED OPTIONAL DEATH
          BENEFITS (THIS APPLIES SOLELY TO APEX II, ASL II, AND XT6)

 If you purchased your Annuity before November 18, 2002 and were not a resident
 of the State of New York, the following optional death benefits were offered:

 ENHANCED BENEFICIARY PROTECTION OPTIONAL DEATH BENEFIT
 The Enhanced Beneficiary Protection Optional Death Benefit can provide
 additional amounts to your Beneficiary that may be used to offset federal and
 state taxes payable on any taxable gains in your Annuity at the time of your
 death. Whether this benefit is appropriate for you may depend on your
 particular circumstances, including other financial resources that may be
 available to your Beneficiary to pay taxes on your Annuity should you die
 during the accumulation period. No benefit is payable if death occurs on or
 after the Annuity Date.

 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit. If the Annuity has one
 Owner, the Owner must be age 75 or less at the time the benefit is purchased.
 If the Annuity has joint Owners, the oldest Owner must be age 75 or less. If
 the Annuity is owned by an entity, the Annuitant must be age 75 or less.

 Calculation of Enhanced Beneficiary Protection Optional Death Benefit
 If you purchase the Enhanced Beneficiary Protection Optional Death Benefit,
 the Death Benefit is calculated as follows:

 1. the basic Death Benefit described above
    PLUS
 2. 50% of the "Death Benefit Amount" less Purchase Payments reduced by
    proportional withdrawals.

 "Death Benefit Amount" includes your Account Value and any amounts added to
 your Account Value under the Annuity's basic Death Benefit when the Death
 Benefit is calculated. Under the basic Death Benefit, amounts are added to
 your Account Value when the Account Value is less than Purchase Payments minus
 proportional withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn.

      The amount calculated in Items 1 & 2 above may be reduced by any Credits
      under certain circumstances.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 50% of all Purchase Payments applied to the Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.

 Please refer to the section entitled "Tax Considerations" for a discussion of
 special tax considerations for purchasers of this benefit.

 NOTE: You may not elect the Enhanced Beneficiary Protection Optional Death
 Benefit if you have elected any other Optional Death Benefit.

 Guaranteed Minimum Death Benefit
 If the Annuity has one Owner, the Owner must be age 80 or less at the time the
 optional Death Benefit is purchased. If the Annuity has joint Owners, the
 oldest Owner must be age 80 or less. If the Annuity is owned by an entity, the
 Annuitant must be age 80 or less.

 Key Terms Used with the Guaranteed Minimum Death Benefit

   .   The Death Benefit Target Date is the contract anniversary on or after
       the 80/th/ birthday of the current Owner, the oldest of either joint
       Owner or the Annuitant, if entity owned.
   .   The Highest Anniversary Value equals the highest of all previous
       "Anniversary Values" on or before the earlier of the Owner's date of
       death and the "Death Benefit Target Date".
   .   The Anniversary Value is the Account Value as of each anniversary of the
       Issue Date plus the sum of all Purchase Payments on or after such
       anniversary less the sum of all "Proportional Reductions" since such
       anniversary.
   .   A Proportional Reduction is a reduction to the value being measured
       caused by a withdrawal, equaling the percentage of the withdrawal as
       compared to the Account Value as of the date of the withdrawal. For
       example, if your Account Value is $10,000 and you withdraw $2,000 (a 20%
       reduction), we will reduce both your Anniversary Value and the amount
       determined by Purchase Payments increasing at the appropriate interest
       rate by 20%.

                                      E-1



 Calculation of Guaranteed Minimum Death Benefit
 The Guaranteed Minimum Death Benefit depends on whether death occurs before or
 after the Death Benefit Target Date.

 If the Owner dies before the Death Benefit Target Date, the Death Benefit
 equals the greatest of:

 1. the Account Value in the Sub-accounts plus the Interim Value of any Fixed
    Allocations (no MVA) as of the date we receive in writing "due proof of
    death"; and

 2. the sum of all Purchase Payments minus the sum of all Proportional
    Reductions, each increasing daily until the Owner's date of death at a rate
    of 5.0%, subject to a limit of 200% of the difference between the sum of
    all Purchase Payments and the sum of all withdrawals as of the Owner's date
    of death; and

 3. the "Highest Anniversary Value" on or immediately preceding the Owner's
    date of death.

 The amount determined by this calculation is increased by any Purchase
 Payments received after the Owner's date of death and decreased by any
 Proportional Reductions since such date. The amount calculated in Items 1 & 3
 above may be reduced by any Credits under certain circumstances.

 If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
 equals the greater of:

 1. the Account Value as of the date we receive in writing "due proof of death"
    (an MVA may be applicable to amounts in any Fixed Allocations); and

 2. the greater of Item 2 & 3 above on the Death Benefit Target Date plus the
    sum of all Purchase Payments less the sum of all Proportional Reductions
    since the Death Benefit Target Date.

 The amount calculated in Item 1 above may be reduced by any Credits under
 certain circumstances.

 Annuities with joint Owners
 For Annuities with Joint Owners, the Death Benefit is calculated as shown
 above except that the age of the oldest of the Joint Owners is used to
 determine the Death Benefit Target Date. NOTE: If you and your spouse own the
 Annuity jointly, we will pay the Death Benefit to the Beneficiary. If the sole
 primary Beneficiary is the surviving spouse, then the surviving spouse can
 elect to assume ownership of the Annuity and continue the contract instead of
 receiving the Death Benefit.

 Annuities owned by entities
 For Annuities owned by an entity, the Death Benefit is calculated as shown
 above except that the age of the Annuitant is used to determine the Death
 Benefit Target Date. Payment of the Death Benefit is based on the death of the
 Annuitant (or Contingent Annuitant, if applicable).

 Can I terminate the optional Death Benefits? Do the optional Death Benefits
 terminate under other circumstances?
 You can terminate the Enhanced Beneficiary Protection Optional Death Benefit
 and the Guaranteed Minimum Death Benefit at any time. Upon termination, you
 will be required to pay a pro-rata portion of the annual charge for the
 benefit. Both optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What Are The Charges For The Optional Death Benefits?
 We deduct a charge from your Account Value if you elect to purchase either
 optional Death Benefit. The Enhanced Beneficiary Protection Death Benefit
 costs 0.25% of Account Value. The Guaranteed Minimum Death Benefit costs 0.30%
 of the current Death Benefit. The charges for these death benefits are
 deducted in arrears each Annuity Year. No charge applies after the Annuity
 Date. We deduct the charge:

 1. on each anniversary of the Issue Date;

 2. when Account Value is transferred to our general account prior to the
    Annuity Date;

 3. if you surrender your Annuity; and

 4. if you choose to terminate the benefit (Enhanced Beneficiary Protection
    Optional Death Benefit only)

 If you surrender the Annuity, elect to begin receiving annuity payments or
 terminate the benefit on a date other than an anniversary of the Issue Date,
 the charge will be prorated. During the first year after the Issue Date, the
 charge will be prorated from the Issue Date. In all subsequent years, it would
 be prorated from the last anniversary of the Issue Date.

                                      E-2



 We first deduct the amount of the charge pro-rata from the Account Value in
 the variable investment options. We only deduct the charge pro-rata from the
 Fixed Allocations to the extent there is insufficient Account Value in the
 variable investment options to pay the charge. If your Annuity's Account Value
 is insufficient to pay the charge, we may deduct your remaining Account Value
 and terminate your Annuity. We will notify you if your Account Value is
 insufficient to pay the charge and allow you to submit an additional Purchase
 Payment to continue your Annuity.

 Please refer to the section entitled "Tax Considerations" for additional
 considerations in relation to the optional Death Benefit.

ADDITIONAL CALCULATIONS

 Examples of Enhanced Beneficiary Protection Optional Death Benefit Calculation
 The following are examples of how the Enhanced Beneficiary Protection Optional
 Death Benefit is calculated. Each example assumes that a $50,000 initial
 Purchase Payment is made and that no withdrawals are made prior to the Owner's
 death. Each example assumes that there is one Owner who is age 50 on the Issue
 Date and that all Account Value is maintained in the variable investment
 options.


      NOTE: The examples below do not include Credits which may be recovered by
      Prudential Annuities under certain circumstances.


 Example with market increase
 Assume that the Owner's Account Value has been increasing due to positive
 market performance. On the date we receive due proof of death, the Account
 Value is $75,000. The basic Death Benefit is calculated as Purchase Payments
 minus proportional withdrawals, or Account Value less the amount of any
 Credits applied within 12-months prior to the date of death, whichever is
 greater. Therefore, the basic Death Benefit is equal to $75,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($75,000) PLUS 50% of the "Death Benefit Amount"
 less Purchase Payments reduced by proportional withdrawals.


                                                 
             Purchase Payments              =           $50,000
             Account Value                  =           $75,000
             Basic Death Benefit            =           $75,000
             Death Benefit Amount           =           $75,000 - $50,000 = $25,000

             Amount Payable Under Enhanced Beneficiary Protection Optional Death Benefit
                                            =           $75,000 + $12,500 = $87,500


 Examples with market decline
 Assume that the Owner's Account Value has been decreasing due to declines in
 market performance. On the date we receive due proof of death, the Account
 Value is $45,000. The basic Death Benefit is calculated as Purchase Payments
 minus proportional withdrawals, or Account Value less the amount of any
 Credits applied within 12-months prior to the date of death, whichever is
 greater. Therefore, the basic Death Benefit is equal to $50,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($50,000) PLUS 50% of the "Death Benefit Amount"
 less Purchase Payments reduced by proportional withdrawals.


                                                       
               Purchase Payments                =             $50,000
               Account Value                    =             $40,000
               Basic Death Benefit              =             $50,000
               Death Benefit Amount             =             $50,000 - $50,000 = $0

               Amount Payable Under Enhanced Beneficiary Protection Optional Death Benefit
                                                =             $50,000 + $0 = $50,000


 In this example you would receive no additional benefit from purchasing the
 Enhanced Beneficiary Protection Optional Death Benefit.

 Examples of Guaranteed Minimum Death Benefit Calculation
 The following are examples of how the Guaranteed Minimum Death Benefit is
 calculated. Each example assumes that a $50,000 initial Purchase Payment is
 made and that no withdrawals are made prior to the Owner's death. Each example
 assumes that there is one Owner who is age 50 on the Issue Date and that all
 Account Value is maintained in the variable investment options.


      NOTE: The examples below do not include Credits which may be recovered by
      Prudential Annuities under certain circumstances.


                                      E-3



 Example of market increase
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance. On the date we receive due proof of death, the
 Account Value is $90,000. The Highest Anniversary Value at the end of any
 previous period is $72,000. The Death Benefit would be the Account Value
 ($90,000) because it is greater than the Highest Anniversary Value ($72,000)
 or the sum of prior Purchase Payments increased by 5.0% annually ($73,872.77).

 Example of market decrease
 Assume that the Owner's Account Value generally increased until the fifth
 anniversary but generally has been decreasing since the fifth contract
 anniversary. On the date we receive due proof of death, the Account Value is
 $48,000. The Highest Anniversary Value at the end of any previous period is
 $54,000. The Death Benefit would be the sum of prior Purchase Payments
 increased by 5.0% annually ($73,872.77) because it is greater than the Highest
 Anniversary Value ($54,000) or the Account Value ($48,000).

 Example of market increase followed by decrease
 Assume that the Owner's Account Value increased significantly during the first
 six years following the Issue Date. On the sixth anniversary date the Account
 Value is $90,000. During the seventh Annuity Year, the Account Value increases
 to as high as $100,000 but then subsequently falls to $80,000 on the date we
 receive due proof of death. The Death Benefit would be the Highest Anniversary
 Value at the end of any previous period ($90,000), which occurred on the sixth
 anniversary, although the Account Value was higher during the subsequent
 period. The Account Value on the date we receive due proof of death ($80,000)
 is lower, as is the sum of all prior Purchase Payments increased by 5.0%
 annually ($73,872.77).

                                      E-4



       APPENDIX F - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU


 Prudential Annuities Life Assurance Corporation offers several deferred
 variable annuity products. Each annuity has different features and benefits
 that may be appropriate for you based on your individual financial situation
 and how you intend to use the annuity. Not all of these annuities may be
 available to you, depending on your state of residence and/or the
 broker-dealer through which your annuity was sold. You can verify which of
 these annuities is available to you by speaking to your Financial Professional
 or calling 1-800-752-6342.


 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay to stay in the contract.
 Additionally, differences may exist on various optional benefits such as
 guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity, and the timing thereof;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected,
..   The value of being able to "lock-in" growth in your annuity after the
    initial withdrawal charge period for purposes of calculating the death
    benefit payable from the annuity; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.


 The following chart outlines some of the different features for each Annuity
 sold through this prospectus. The availability of optional features, such as
 those noted in the chart, may increase the cost of the annuity. Therefore you
 should carefully consider which features you plan to use when selecting your
 annuity. You should also consider the investment objectives, risks, charges
 and expenses of an investment carefully before investing.


 In addition, the hypothetical illustrations below reflect the account value
 and surrender value of each variable annuity over a variety of holding
 periods. These charts are meant to reflect how your annuities can grow or
 decrease depending on market conditions and the comparable value of each of
 the annuities (which reflects the charges associated with the annuities) under
 the assumptions noted.


 You can compare the costs of each Annuity by examining the section in this
 prospectus entitled "Summary of Contract Fees and Charges." For example, XT6
 has the highest contingent deferred sales charge ("CDSC") and has an Insurance
 charge/Distribution charge that is as high as the Insurance charge of APEX II
 and ASL II (in Annuity Years 1-10). However, XT6 offers purchase credits that
 the other Annuities do not. ASAP III has the lowest Insurance Charge in
 Annuity Years 1-10, but does not offer purchase credits. APEX II has the same
 Insurance charge as ASL II and as the Insurance charge/Distribution charge of
 XT6 (in Annuity Years 1-10), and offers the shortest CDSC period among the
 three Annuities that have a CDSC. APEX II also offers greater access to
 Profund VP portfolios than the other Annuities. ASL II does not have any CDSC,
 but offers neither a purchase credit (like XT6) nor a loyalty credit (like
 ASAP III and APEX II). As you can see, there are trade-offs associated with
 the costs and benefits provided by each of the Annuities. In choosing the
 Annuity to purchase, you should consider which features are most important to
 you, and whether the associated costs offer the greatest value to you.

 Prudential Annuities' Annuity Product Comparison. Below is a summary of
 Prudential Annuities' annuity products sold through this prospectus. You
 should consider the investment objectives, risks, charges and expenses of an
 investment in any Annuity carefully before investing. The prospectus for the
 Annuities as well as the underlying portfolio prospectuses contain this and
 other information about the variable annuities and underlying investment
 options. Your registered Financial Professional can provide you with
 prospectuses for the Annuities and the underlying portfolios and can guide you
 through Selecting the Variable Annuity That's Right for you, and help you
 decide upon the Annuity that would be most advantageous for you given your
 individual needs. Please read the prospectuses carefully before investing.


                                      F-1






                                      ASL II                        APEX II                            ASAP III
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Minimum Investment           $15,000                            $10,000                             $1,000
- ---------------------------------------------------------------------------------------------------------------------------------
Maximum Issue Age            No Maximum Age                     85                                  80
- ---------------------------------------------------------------------------------------------------------------------------------
Contingent Deferred Sales    None                               4 Years (8.5%, 8%, 7%,              8 Years (7.5%, 7%, 6.5%,
 Charge Schedule                                                6%)                                 6%, 5%, 4%, 3%, 2%)

- ---------------------------------------------------------------------------------------------------------------------------------
Insurance and Distribution   1.65%                              1.65%                               1.25% years 1-8; 0.65%
 Charge                                                                                             years 9+
- ---------------------------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee       Lesser of $35 or 2% of             Lesser of $35 or 2% of              Lesser of $35 or 2% of
                             Account Value*                     Account Value*                      Account Value*
- ---------------------------------------------------------------------------------------------------------------------------------
Contract Credit              No                                 Yes. Generally, we apply a          Yes. Generally, we apply a
                                                                Loyalty Credit to your              Loyalty Credit to your
                                                                Annuity's Account Value             Annuity's Account Value
                                                                at the end of your fifth            at the end of your fifth
                                                                contract year (i.e., on your        contract year (i.e., on your
                                                                fifth Contract                      fifth Contract
                                                                Anniversary). The Loyalty           Anniversary). The Loyalty
                                                                Credit is equal to 2.75% of         Credit is equal to 0.50% of
                                                                total Purchase Payments             total Purchase Payments
                                                                made during the first four          made during the first four
                                                                contract years less the             contract years less the
                                                                cumulative amount of                cumulative amount of
                                                                withdrawals made                    withdrawals made
                                                                (including the deduction of         (including the deduction of
                                                                any CDSC amounts)                   any CDSC amounts)
                                                                through the fifth Contract          through the fifth Contract
                                                                Anniversary                         Anniversary
- ---------------------------------------------------------------------------------------------------------------------------------
Fixed Allocation (early      Fixed Allocation Available         Fixed Allocation Available          Fixed Allocation Available
 withdrawals are subject     (currently offering                (currently offering                 (currently offering
 to a Market Value           durations of: 1,2,3,5,7,10         durations of: 1,2,3,5,7,10          durations of: 1,2,3,5,7,10
 Adjustment)                 years)                             years)                              years)
- ---------------------------------------------------------------------------------------------------------------------------------
Variable Investment          See "Investment Options"           See "Investment Options"            See "Investment Options"
 Options                     section of Prospectus. Not         section of Prospectus. Not          section of Prospectus. Not
                             all options available with         all options available with          all options available with
                             certain optional benefits.         certain optional benefits.          certain optional benefits.
- ---------------------------------------------------------------------------------------------------------------------------------
Basic Death Benefit          Prior to age 85: The greater       The greater of: Purchase            The greater of: Purchase
                             of: Purchase Payments less         Payments less proportional          Payments less proportional
                             proportional withdrawals           withdrawals or account              withdrawals or account
                             or account value (no MVA           value (no MVA Applied).             value (no MVA Applied).
                             Applied). On or after age
                             85: account value


- ---------------------------------------------------------------------------------------------------------------------------------
Optional Death Benefits      Enhanced Beneficiary               EBP II, HDV, HAV,                   EBP II, HDV, HAV,
 (for an additional cost)    Protection (EBPII),                Combo 5% Roll-up /HAV               Combo 5% Roll-up/HAV
                             Highest Daily Value
                             (HDV), Highest
                             Anniversary Value (HAV),
                             Combo 5% Roll Up/HAV
- ---------------------------------------------------------------------------------------------------------------------------------
Living Benefits (for an      GRO/GRO Plus, HD GRO,              GRO/GRO Plus, HD GRO,               GRO/GRO Plus, HD GRO,
 additional cost)            Guaranteed Minimum                 GMWB, GMIB, Lifetime                GMWB, GMIB, Lifetime
                             Withdrawal Benefit                 Five, Spousal Lifetime              Five, Spousal Lifetime
                             (GMWB), Guaranteed                 Five, Highest Daily                 Five, Highest Daily
                             Minimum Income Benefit             Lifetime Five, Highest              Lifetime Five, Highest
                             (GMIB), Lifetime Five,             Daily Lifetime Seven,               Daily Lifetime Seven,
                             Spousal Lifetime Five,             Spousal Highest Daily               Spousal Highest Daily
                             Highest Daily Lifetime             Lifetime Seven                      Lifetime Seven
                             Five, Highest Daily
                             Lifetime Seven, Spousal
                             Highest Daily Lifetime
                             Seven
- ---------------------------------------------------------------------------------------------------------------------------------
Annuity Rewards              Not Available                      Available after initial             Available after initial
                                                                withdrawal period                   withdrawal period
- ---------------------------------------------------------------------------------------------------------------------------------





                                 XTra Credit SIX
- ---------------------------------------------------------------------
                        
Minimum Investment                       $10,000
- ---------------------------------------------------------------------
Maximum Issue Age                        75
- ---------------------------------------------------------------------
Contingent Deferred Sales                10 Years (9%, 9%, 8%,
 Charge Schedule                         7%, 6%, 5%, 4%, 3%, 2%,
                                         1%)
- ---------------------------------------------------------------------
Insurance and Distribution               1.65% years 1-10; 0.65%
 Charge                                  years 11+
- ---------------------------------------------------------------------
Annual Maintenance Fee                   Lesser of $35 or 2% of
                                         Account Value
- ---------------------------------------------------------------------
Contract Credit                          Yes. The amount of the
                                         credit applied to a Purchase
                                         Payment is based on the
                                         year the Purchase Payment
                                         is received, for the first 6
                                         years of the contract as
                                         follows: the credit
                                         percentages for each year,
                                         starting with the first, are
                                         6.50%, 5.00%, 4.00%,
                                         3.00%, 2.00%, and 1.00%.
                                         Recaptured in certain
                                         circumstances




- ---------------------------------------------------------------------
Fixed Allocation (early                  Fixed Allocation Available
 withdrawals are subject                 (currently offering
 to a Market Value                       durations of: 1,2,3,5,7,10
 Adjustment)                             years)
- ---------------------------------------------------------------------
Variable Investment                      See "Investment Options"
 Options                                 section of Prospectus. Not
                                         all options available with
                                         certain optional benefits.
- ---------------------------------------------------------------------
Basic Death Benefit                      The greater of: Purchase
                                         Payments less proportional
                                         withdrawals or account
                                         value (no MVA Applied)
                                         less an amount equal to the
                                         credits applied within the
                                         12 months prior to date of
                                         death.
- ---------------------------------------------------------------------
Optional Death Benefits                  EBP II, HDV, HAV,
 (for an additional cost)                Combo 5% Roll-up /HAV




- ---------------------------------------------------------------------
Living Benefits (for an                  GRO/GRO Plus, HD GRO,
 additional cost)                        GMWB, GMIB, Lifetime
                                         Five, Spousal Lifetime
                                         Five, Highest Daily
                                         Lifetime Five, Highest
                                         Daily Lifetime Seven,
                                         Spousal Highest Daily
                                         Lifetime Seven




- ---------------------------------------------------------------------
Annuity Rewards                          Available after initial
                                         withdrawal period
- ---------------------------------------------------------------------



                                      F-2



 HYPOTHETICAL ILLUSTRATION
 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the Annuity years specified. The values shown below are based
 on the following assumptions:


 An initial investment of $100,000 is made into each Annuity earning a gross
 rate of return of 0%, 6% and 10% respectively.


..   No subsequent deposits or withdrawals are made from the Annuity.

..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios and the
    charges that are deducted from the Annuity at the Separate Account level as
    follows:
..   1.14% (for ASL II, ASAP III, and XT6) and 1.36% for APEX II. based on the
    fees and expenses of the underlying portfolios as of December 31, 2007. The
    arithmetic average of all fund expenses is computed by adding portfolio
    management fees, 12b-1 fees and other expenses of all of the underlying
    portfolios and then dividing by the number of portfolios. For purposes of
    the illustrations, we do not reflect any expense reimbursements or expense
    waivers that might apply and are described in the prospectus fee table.

..   The Separate Account level charges include the Insurance Charge and
    Distribution Charge (as applicable).
..   The Account Value and Surrender Value are further reduced by the annual
    maintenance fee. For XTra Credit SIX, APEX II, and ASAP III, the Account
    Value and Surrender Value also reflect the addition of any applicable
    credits.

                                      F-3




 The Account Value assumes no surrender, while the Surrender Value assumes a
 100% surrender two days prior to the anniversary of the Issue Date of the
 Annuity ("Annuity Anniversary"), therefore reflecting the withdrawal charge
 applicable to that Annuity year. Note that a withdrawal on the Annuity
 Anniversary would be subject to the withdrawal charge applicable to the next
 Annuity year, which usually is lower. The values that you actually experience
 under an Annuity will be different than what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each Annuity reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).





             ------------------------------------------------------------------------
             0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                   APEX II                 APEX II                 APEX II
             ------------------------------------------------------------------------
             Net rate of return      Net rate of return      Net rate of return
             All years    -2.99%     All years     2.83%     All years      6.71%
        -----------------------------------------------------------------------------
             Contract    Surrender   Contract    Surrender   Contract     Surrender
        Year   Value       Value       Value       Value       Value        Value
        -----------------------------------------------------------------------------
                                                        
          1   97,021      88,521      102,825      94,325     106,695       98,195
        -----------------------------------------------------------------------------
          2   94,088      86,088      105,739      97,739     113,858      105,858
        -----------------------------------------------------------------------------
          3   91,243      84,243      108,734     101,734     121,502      114,502
        -----------------------------------------------------------------------------
          4   88,483      82,483      111,815     105,815     129,659      123,659
        -----------------------------------------------------------------------------
          5   85,806      85,806      114,983     114,983     138,364      138,364
        -----------------------------------------------------------------------------
          6   85,876      85,876      121,068     121,068     150,587      150,587
        -----------------------------------------------------------------------------
          7   83,277      83,277      124,498     124,498     160,697      160,697
        -----------------------------------------------------------------------------
          8   80,755      80,755      128,026     128,026     171,486      171,486
        -----------------------------------------------------------------------------
          9   78,308      78,308      131,653     131,653     182,999      182,999
        -----------------------------------------------------------------------------
         10   75,935      75,935      135,383     135,383     195,285      195,285
        -----------------------------------------------------------------------------
         11   73,632      73,632      139,218     139,218     208,396      208,396
        -----------------------------------------------------------------------------
         12   71,399      71,399      143,163     143,163     222,387      222,387
        -----------------------------------------------------------------------------
         13   69,232      69,232      147,219     147,219     237,317      237,317
        -----------------------------------------------------------------------------
         14   67,129      67,129      151,390     151,390     253,250      253,250
        -----------------------------------------------------------------------------
         15   65,090      65,090      155,679     155,679     270,253      270,253
        -----------------------------------------------------------------------------
         16   63,111      63,111      160,090     160,090     288,396      288,396
        -----------------------------------------------------------------------------
         17   61,192      61,192      164,625     164,625     307,759      307,759
        -----------------------------------------------------------------------------
         18   59,330      59,330      169,289     169,289     328,420      328,420
        -----------------------------------------------------------------------------
         19   57,523      57,523      174,086     174,086     350,470      350,470
        -----------------------------------------------------------------------------
         20   55,771      55,771      179,018     179,018     373,999      373,999
        -----------------------------------------------------------------------------
         21   54,071      54,071      184,090     184,090     399,108      399,108
        -----------------------------------------------------------------------------
         22   52,421      52,421      189,305     189,305     425,903      425,903
        -----------------------------------------------------------------------------
         23   50,821      50,821      194,669     194,669     454,497      454,497
        -----------------------------------------------------------------------------
         24   49,269      49,269      200,184     200,184     485,010      485,010
        -----------------------------------------------------------------------------
         25   47,763      47,763      205,856     205,856     517,572      517,572
        -----------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 1.36%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary


                                      F-4








              ------------------------------------------------------------------------
              0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                   ASAP III                ASAP III                ASAP III
              ------------------------------------------------------------------------
              Net rate of return      Net rate of return      Net rate of return
              Yrs 1-8      -2.38%     Yrs 1-8       3.48%     Yrs 1-8       7.39%
               Yrs 9+      -1.78%      Yrs 9+       4.11%      Yrs 9+       8.04%
         -----------------------------------------------------------------------------
              Contract    Surrender   Contract    Surrender   Contract    Surrender
         Year  Value        Value      Value        Value      Value        Value
         -----------------------------------------------------------------------------
                                                        
           1   97,631      89,131     103,472       94,972    107,366       98,866
         -----------------------------------------------------------------------------
           2   95,277      88,277     107,075      100,075    115,296      108,296
         -----------------------------------------------------------------------------
           3   92,979      86,479     110,803      104,303    123,813      117,313
         -----------------------------------------------------------------------------
           4   90,736      84,736     114,660      108,660    132,959      126,959
         -----------------------------------------------------------------------------
           5   88,546      83,546     118,653      113,653    142,780      137,780
         -----------------------------------------------------------------------------
           6   86,897      82,897     123,301      119,301    153,863      149,863
         -----------------------------------------------------------------------------
           7   84,798      81,798     127,594      124,594    165,229      162,229
         -----------------------------------------------------------------------------
           8   82,749      80,749     132,036      130,036    177,434      175,434
         -----------------------------------------------------------------------------
           9   81,239      81,239     137,462      137,462    191,695      191,695
         -----------------------------------------------------------------------------
          10   79,756      79,756     143,112      143,112    207,105      207,105
         -----------------------------------------------------------------------------
          11   78,300      78,300     148,994      148,994    223,755      223,755
         -----------------------------------------------------------------------------
          12   76,870      76,870     155,119      155,119    241,743      241,743
         -----------------------------------------------------------------------------
          13   75,465      75,465     161,495      161,495    261,177      261,177
         -----------------------------------------------------------------------------
          14   74,085      74,085     168,133      168,133    282,173      282,173
         -----------------------------------------------------------------------------
          15   72,730      72,730     175,044      175,044    304,858      304,858
         -----------------------------------------------------------------------------
          16   71,400      71,400     182,239      182,239    329,366      329,366
         -----------------------------------------------------------------------------
          17   70,092      70,092     189,730      189,730    355,844      355,844
         -----------------------------------------------------------------------------
          18   68,809      68,809     197,529      197,529    384,451      384,451
         -----------------------------------------------------------------------------
          19   67,548      67,548     205,648      205,648    415,357      415,357
         -----------------------------------------------------------------------------
          20   66,309      66,309     214,101      214,101    448,749      448,749
         -----------------------------------------------------------------------------
          21   65,093      65,093     222,902      222,902    484,824      484,824
         -----------------------------------------------------------------------------
          22   63,898      63,898     232,064      232,064    523,800      523,800
         -----------------------------------------------------------------------------
          23   62,725      62,725     241,603      241,603    565,909      565,909
         -----------------------------------------------------------------------------
          24   61,572      61,572     251,534      251,534    611,403      611,403
         -----------------------------------------------------------------------------
          25   60,440      60,440     261,873      261,873    660,555      660,555
         -----------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 1.14%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary


                                      F-5









              ------------------------------------------------------------------------
              0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                 Xtra Credit             Xtra Credit             Xtra Credit
              ------------------------------------------------------------------------
              Net rate of return      Net rate of return      Net rate of return
              Yrs 1-10     -2.77%     Yrs 1-10      3.06%     Yrs 1-10      6.95%
              Yrs 11+      -1.78%     Yrs 11+       4.11%     Yrs 11+       8.04%
         -----------------------------------------------------------------------------
              Contract    Surrender   Contract    Surrender   Contract    Surrender
         Year  Value        Value      Value        Value      Value        Value
         -----------------------------------------------------------------------------
                                                        
           1  103,557      94,557     109,753      100,753    113,883      104,883
         -----------------------------------------------------------------------------
           2  100,653      91,653     113,078      104,078    121,762      112,762
         -----------------------------------------------------------------------------
           3   97,830      89,830     116,505      108,505    130,189      122,189
         -----------------------------------------------------------------------------
           4   95,084      88,084     120,037      113,037    139,202      132,202
         -----------------------------------------------------------------------------
           5   92,415      86,415     123,677      117,677    148,841      142,841
         -----------------------------------------------------------------------------
           6   89,820      84,820     127,428      122,428    159,151      154,151
         -----------------------------------------------------------------------------
           7   87,297      83,297     131,295      127,295    170,177      166,177
         -----------------------------------------------------------------------------
           8   84,844      81,844     135,280      132,280    181,970      178,970
         -----------------------------------------------------------------------------
           9   82,459      80,459     139,387      137,387    194,583      192,583
         -----------------------------------------------------------------------------
          10   80,140      79,140     143,619      142,619    208,072      207,072
         -----------------------------------------------------------------------------
          11   78,675      78,675     149,482      149,482    224,755      224,755
         -----------------------------------------------------------------------------
          12   77,238      77,238     155,590      155,590    242,786      242,786
         -----------------------------------------------------------------------------
          13   75,827      75,827     161,949      161,949    262,266      262,266
         -----------------------------------------------------------------------------
          14   74,441      74,441     168,569      168,569    283,312      283,312
         -----------------------------------------------------------------------------
          15   73,079      73,079     175,462      175,462    306,050      306,050
         -----------------------------------------------------------------------------
          16   71,742      71,742     182,638      182,638    330,616      330,616
         -----------------------------------------------------------------------------
          17   70,429      70,429     190,109      190,109    357,157      357,157
         -----------------------------------------------------------------------------
          18   69,139      69,139     197,887      197,887    385,831      385,831
         -----------------------------------------------------------------------------
          19   67,872      67,872     205,984      205,984    416,811      416,811
         -----------------------------------------------------------------------------
          20   66,628      66,628     214,415      214,415    450,281      450,281
         -----------------------------------------------------------------------------
          21   65,406      65,406     223,192      223,192    486,442      486,442
         -----------------------------------------------------------------------------
          22   64,206      64,206     232,329      232,329    525,511      525,511
         -----------------------------------------------------------------------------
          23   63,027      63,027     241,843      241,843    567,719      567,719
         -----------------------------------------------------------------------------
          24   61,869      61,869     251,747      251,747    613,321      613,321
         -----------------------------------------------------------------------------
          25   60,732      60,732     262,059      262,059    662,589      662,589
         -----------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 1.14%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary


                                      F-6








             ------------------------------------------------------------------------
             0% Gross Rate of Return 6% Gross Rate of Return 10% Gross Rate of Return
                     ASL                     ASL                     ASL
             ------------------------------------------------------------------------
             Net rate of return      Net rate of return      Net rate of return
             All years    -2.77%     All years     3.06%     All years      6.95%
        -----------------------------------------------------------------------------
             Contract    Surrender   Contract    Surrender   Contract     Surrender
        Year   Value       Value       Value       Value       Value        Value
        -----------------------------------------------------------------------------
                                                        
          1   97,236      97,236      103,054     103,054     106,932      106,932
        -----------------------------------------------------------------------------
          2   94,508      94,508      106,210     106,210     114,366      114,366
        -----------------------------------------------------------------------------
          3   91,855      91,855      109,463     109,463     122,316      122,316
        -----------------------------------------------------------------------------
          4   89,275      89,275      112,815     112,815     130,819      130,819
        -----------------------------------------------------------------------------
          5   86,767      86,767      116,270     116,270     139,913      139,913
        -----------------------------------------------------------------------------
          6   84,329      84,329      119,831     119,831     149,639      149,639
        -----------------------------------------------------------------------------
          7   81,958      81,958      123,501     123,501     160,042      160,042
        -----------------------------------------------------------------------------
          8   79,652      79,652      127,283     127,283     171,167      171,167
        -----------------------------------------------------------------------------
          9   77,411      77,411      131,181     131,181     183,067      183,067
        -----------------------------------------------------------------------------
         10   75,232      75,232      135,199     135,199     195,793      195,793
        -----------------------------------------------------------------------------
         11   73,113      73,113      139,339     139,339     209,404      209,404
        -----------------------------------------------------------------------------
         12   71,053      71,053      143,607     143,607     223,961      223,961
        -----------------------------------------------------------------------------
         13   69,050      69,050      148,005     148,005     239,530      239,530
        -----------------------------------------------------------------------------
         14   67,102      67,102      152,537     152,537     256,181      256,181
        -----------------------------------------------------------------------------
         15   65,209      65,209      157,209     157,209     273,990      273,990
        -----------------------------------------------------------------------------
         16   63,368      63,368      162,023     162,023     293,037      293,037
        -----------------------------------------------------------------------------
         17   61,578      61,578      166,985     166,985     313,408      313,408
        -----------------------------------------------------------------------------
         18   59,837      59,837      172,099     172,099     335,195      335,195
        -----------------------------------------------------------------------------
         19   58,145      58,145      177,370     177,370     358,497      358,497
        -----------------------------------------------------------------------------
         20   56,500      56,500      182,802     182,802     383,419      383,419
        -----------------------------------------------------------------------------
         21   54,900      54,900      188,400     188,400     410,073      410,073
        -----------------------------------------------------------------------------
         22   53,344      53,344      194,170     194,170     438,580      438,580
        -----------------------------------------------------------------------------
         23   51,832      51,832      200,117     200,117     469,068      469,068
        -----------------------------------------------------------------------------
         24   50,362      50,362      206,245     206,245     501,677      501,677
        -----------------------------------------------------------------------------
         25   48,932      48,932      212,562     212,562     536,552      536,552
        -----------------------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 1.14%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary


                                      F-7



 APPENDIX G - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE INCOME
                                    BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your Annuity. However, as discussed in the
 "Living Benefits" section, we reserve the right to modify this formula with
 respect to those who elect Highest Daily Lifetime Five in the future.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
   .   C\\u\\ - the upper target is established on the effective date of the
       Highest Daily Lifetime Five benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   C\\t\\ - the target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 80%.

   .   C\\l\\ - the lower target is established on the Effective Date and is
       not changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current Valuation Day.

   .   r - the target ratio.

   .   a - the factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee. The factors that we use currently are derived from the
       a2000 Individual Annuity Mortality Table with an assumed interest rate
       of 3%. Each number in the table "a" factors (which appears below)
       represents a factor, which when multiplied by the Highest Daily Annual
       Income Amount, projects our total liability for the purpose of asset
       transfers under the guarantee.

   .   Q - age based factors used in calculating the target value. These
       factors are established on the Effective Date and are not changed for
       the life of the guarantee. The factor is currently set equal to 1.

   .   V - the total value of all Permitted Sub-accounts in the Annuity.

   .   F - the total value of all Benefit Fixed Rate Account allocations.

   .   I - the income value prior to the first withdrawal. The income value is
       equal to what the Highest Daily Annual Income Amount would be if the
       first withdrawal were taken on the date of calculation. After the first
       withdrawal the income value equals the greater of the Highest Daily
       Annual Income Amount, the quarterly step-up amount times the annual
       income percentage, and the Account Value times the annual income
       percentage.

   .   T - the amount of a transfer into or out of the Benefit Fixed Rate
       Account.

   .   I% - annual income amount percentage. This factor is established on the
       Effective Date and is not changed for the life of the guarantee.
       Currently, this percentage is equal to 5%

 TARGET VALUE CALCULATION:
 On each Valuation Day, a target value (L) is calculated, according to the
 following formula. If the variable Account Value (V) is equal to zero, no
 calculation is necessary.


                                
                               L   =   I * Q * a


 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:


                                     
                       Target Ratio r   =   (L - F) / V.


       .   If r ((greater than)) C\\u\\, assets in the Permitted Sub-accounts
           are transferred to Benefit Fixed Rate Account.

       .   If r ((less than)) C\\l\\, and there are currently assets in the
           Benefit Fixed Rate Account (F ((greater than)) 0), assets in the
           Benefit Fixed Rate Account are transferred to the Permitted
           Sub-accounts.

 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines the transfer amount:



                                               
 T   =   {Min(V, [L - F - V * C\\t\\] / (1 - C\\t\\))}   T(greater than)0, Money moving from the Permitted
                                                         Sub-accounts to the Benefit Fixed Rate Account
 T   =   {Min(F, [L - F - V * C\\t\\] / (1 - C\\t\\))}   T(less than)0, Money moving from the Benefit Fixed Rate
                                                         Account to the Permitted Sub-accounts]



                                      G-1



 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:


                           
                          L   =   I * Q * a
                              =   5000.67 * 1 * 15.34
                              =   76,710.28


 Target Ratio:


                       
                      r   =   (L - F) / V
                          =   (76,710.28 - 0) / 92,300.00
                          =   83.11%


 Since r (greater than) Cu ( because 83.11% (greater than) 83%) a transfer into
 the Benefit Fixed rate Account occurs.


  
 T   =   { Min ( V, [ L - F - V * Ct] / ( 1 - Ct))}
     =   { Min ( 92,300.00, [ 76,710.28 - 0 - 92,300.00 * 0.80] / ( 1 - 0.80))}
     =   { Min ( 92,300.00, 14,351.40 )}
     =   14,351.40


                                      G-2



                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*



       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
   1   15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
   2   14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
   3   14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
   4   14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
   5   13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
   6   13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
   7   12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
   8   12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
   9   11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10   11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11   10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12   10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13   10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14    9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15    9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16    8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17    8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18    8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19    7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20    7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21    6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22    6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23    6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24    5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25    5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26    5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27    4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28    4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29    4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30    4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31    4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32    3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33    3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34    3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35    3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36    3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37    2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38    2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39    2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40    2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41    2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17


 *  The values set forth in this table are applied to all ages.

                                      G-3



   APPENDIX H - ANNUITIES APPROVED FOR SALE BY THE NEW YORK STATE INSURANCE
                                  DEPARTMENT




                                    ASL II NY                         APEX II NY
- ---------------------------------------------------------------------------------------------------
                                                       
Minimum Investment             $15,000                               $10,000
- ---------------------------------------------------------------------------------------------------
Maximum Issue Age              Annuitant 85;                         Annuitant 85
                               Owner None                            Oldest Owner 85
- ---------------------------------------------------------------------------------------------------
Contingent Deferred Sales      None                                  4 Years
 Charge Schedule                                                     (7%, 6%, 5%, 4%)
                                                                     (Applied to Purchase
                                                                     Payments based on the
                                                                     inception date of the
                                                                     Annuity)

- ---------------------------------------------------------------------------------------------------
Insurance Charge               1.65%                                 1.65%
- ---------------------------------------------------------------------------------------------------
Distribution Charge            N/A                                   N/A

- ---------------------------------------------------------------------------------------------------
Annual Maintenance Fee         Lesser of $30 or 2% of                Lesser of $30 or 2% of
                               Account Value Waived for              Account Value Waived for
                               Account Values exceeding              Account Values exceeding
                               $100,000                              $100,000
- ---------------------------------------------------------------------------------------------------
Transfer Fee                   $10 after twenty in any               $10 after twenty in any
                               annuity year. May be                  annuity year.
                               increased to $15 after eight
                               in any annuity year
- ---------------------------------------------------------------------------------------------------
Contract Credit                No                                    Yes. Effective for
                                                                     Contracts issued on or after
                                                                     June 20, 2005. Generally
                                                                     we apply a Loyalty Credit
                                                                     to your Annuity's Account
                                                                     Value at the end of your
                                                                     fifth contract year (i.e. on
                                                                     your fifth Contract
                                                                     Anniversary). Currently
                                                                     the Loyalty Credit is equal
                                                                     to 2.75% of total Purchase
                                                                     Payments made during the
                                                                     first four contract years
                                                                     less the cumulative amount
                                                                     of withdrawals made
                                                                     (including the deduction of
                                                                     any CDSC amounts)
                                                                     through the fifth Contract
                                                                     Anniversary
- ---------------------------------------------------------------------------------------------------
Fixed Allocation (If           Fixed Allocations                     Fixed Allocations
 available, early              Available (Currently                  Available (Currently
 withdrawals are subject       offering durations of:                offering durations of:
 to a Market Value             5, 7, and 10 years) The               5, 7, and 10 years) The
 Adjustment) ("MVA")           MVA formula for NY is                 MVA formula for NY is
                               [(1+I)/ (1+J)] N/365 The              [(1+I)/ (1+J)] N/365 The
                               MVA formula does not                  MVA formula does not
                               apply during the 30 day               apply during the 30 day
                               period immediately before             period immediately before
                               the end of the Guarantee              the end of the Guarantee
                               Period.                               Period.
- ---------------------------------------------------------------------------------------------------
Variable Investment            All options generally                 All options generally
 Options                       available except where                available except where
                               restrictions apply when               restrictions apply when
                               certain riders are                    certain riders are
                               purchased. ProFund                    purchased. ProFund
                               Portfolios are restricted for         Portfolios are restricted for
                               ASL II, ASAP III, and                 ASL II, ASAP III, and
                               XTra Credit SIX.                      XTra Credit SIX.
- ---------------------------------------------------------------------------------------------------





                                   ASAP III NY                         XTra Credit SIX NY
- ------------------------------------------------------------------------------------------------------------
                                                            
Minimum Investment                  $1,000                                     $10,000
- ------------------------------------------------------------------------------------------------------------
Maximum Issue Age                   Annuitant 85                               Annuitant 85
                                    Oldest Owner 80                            Oldest Owner 75
- ------------------------------------------------------------------------------------------------------------
Contingent Deferred Sales           7 Years                                    10 Years
 Charge Schedule                    (7%, 6%, 5%, 4%, 3%,                       (9%, 9%, 8%, 7%, 6%,
                                    2%, 1%) (Applied to                        5%, 4%, 3%, 2%, 1%)
                                    Purchase Payments based                    (Applied to Purchase
                                    on the inception date of the               Payments based on the
                                    Annuity)                                   inception date of the
                                                                               Annuity)
- ------------------------------------------------------------------------------------------------------------
Insurance Charge                    0.65%                                      0.65%
- ------------------------------------------------------------------------------------------------------------
Distribution Charge                 0.60% annuity years 1-7                    1.00% annuity years 1-10
                                    0.0% annuity years 8+                      0.00% annuity years 11+
- ------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee              Lesser of $30 or 2% of                     Lesser of $30 or 2% of
                                    Account Value Waived for                   Account Value
                                    Account Values exceeding
                                    $100,000
- ------------------------------------------------------------------------------------------------------------
Transfer Fee                        $10 after twenty in any                    $10 after twenty in any
                                    annuity year. May be                       annuity year
                                    increased to $15 after eight
                                    in any annuity year
- ------------------------------------------------------------------------------------------------------------
Contract Credit                     Yes. Effective for                         Yes The amount of the
                                    Contracts issued on or after               credit applied to a Purchase
                                    July 24, 2006. Generally                   Payment is based on the
                                    we apply a Loyalty Credit                  year the Purchase Payment
                                    to your Annuity's Account                  is received, for the first 6
                                    Value at the end of your                   years of the contract.
                                    fifth contract year (i.e. on               Currently the credit
                                    your fifth Contract                        percentages for each year
                                    Anniversary). Currently                    starting with the first year
                                    the Loyalty Credit is equal                are: 6.50%, 5.00%, 4.00%,
                                    to 0.50% of total Purchase                 3.00%, 2.00%, and 1.00%.
                                    Payments made during the
                                    first four contract years
                                    less the cumulative amount
                                    of withdrawals made
                                    (including the deduction of
                                    any CDSC amounts)
                                    through the fifth Contract
                                    Anniversary.
- ------------------------------------------------------------------------------------------------------------
Fixed Allocation (If                Fixed Allocations                          No
 available, early                   Available (Currently
 withdrawals are subject            offering durations of:
 to a Market Value                  2, 3, 5, 7, and 10 years)
 Adjustment) ("MVA")                The MVA formula for NY
                                    is [(1+I)/(1+J)] N/365 The
                                    MVA formula does not
                                    apply during the 30 day
                                    period immediately before
                                    the end of the Guarantee
                                    Period.
- ------------------------------------------------------------------------------------------------------------
Variable Investment                 All options generally                      All options generally
 Options                            available except where                     available except where
                                    restrictions apply when                    restrictions apply when
                                    certain riders are                         certain riders are
                                    purchased. ProFund                         purchased. ProFund
                                    Portfolios are restricted for              Portfolios are restricted for
                                    ASL II, ASAP III, and                      ASL II, ASAP III, and
                                    XTra Credit SIX.                           XTra Credit SIX.
- ------------------------------------------------------------------------------------------------------------



                                      H-1






                                      ASL II NY                             APEX II NY
- --------------------------------------------------------------------------------------------------------
                                                             
Basic Death Benefit                   Prior to age 85: The greater         The greater of: Purchase
                                      of: Purchase Payments less           Payments less proportional
                                      proportional withdrawals             withdrawals or Account
                                      or Account Value                     Value (variable) plus
                                      (variable) plus Interim              Interim Value (fixed). (No
                                      Value (fixed). (No MVA               MVA applied)
                                      applied) On or after age 85:
                                      Account Value (variable)
                                      plus Interim Value (fixed)
                                      (No MVA applied)
- --------------------------------------------------------------------------------------------------------
Optional Death Benefits               Highest Anniversary Value            HAV
 (for an additional cost)/1/          (HAV)
- --------------------------------------------------------------------------------------------------------
Optional Living Benefits              GRO/GRO Plus, Highest                GRO/GRO Plus, Highest
 (for an additional cost)/2/          Daily GRO, Guaranteed                Daily GRO, GMWB,
                                      Minimum Withdrawal                   GMIB, Lifetime Five,
                                      Benefit, (GMWB),                     Spousal Lifetime Five,
                                      Guaranteed Minimum                   Highest Daily Lifetime
                                      Income Benefit (GMIB),               Five, Highest Daily
                                      Lifetime Five, Spousal               Lifetime Seven, Spousal
                                      Lifetime Five, Highest               Highest Daily Lifetime
                                      Daily Lifetime Five,                 Seven (Highest Daily
                                      Highest Daily Lifetime               GRO, Highest Daily
                                      Seven, Spousal Highest               Lifetime Seven and
                                      Daily Lifetime Seven                 Spousal Highest Daily
                                      (Highest Daily GRO,                  Lifetime Seven pending
                                      Highest Daily Lifetime               New York Department of
                                      Seven and Spousal Highest            Insurance approval)
                                      Daily Lifetime Seven
                                      pending New York
                                      Department of Insurance
                                      approval)
- --------------------------------------------------------------------------------------------------------
Annuity Rewards/3/                    No                                   Available after initial
                                                                           CDSC period
- --------------------------------------------------------------------------------------------------------
Annuitization Options                 Fixed option only Annuity            Fixed option only Annuity
                                      date cannot exceed the first         date cannot exceed the first
                                      day of the calendar month            day of the calendar month
                                      following Annuitant's 90/th/         following Annuitant's 90/th/
                                      birthday. The maximum                birthday. The maximum
                                      Annuity Date is based on             Annuity Date is based on
                                      the first Owner or                   the first Owner or
                                      Annuitant to reach the               Annuitant to reach the
                                      maximum age, as indicated            maximum age, as indicated
                                      in your Annuity.                     in your Annuity.
- --------------------------------------------------------------------------------------------------------





                                     ASAP III NY                        XTra Credit SIX NY
- --------------------------------------------------------------------------------------------------------------
                                                             
Basic Death Benefit                   The greater of: Purchase                    The greater of: Purchase
                                      Payments less proportional                  Payments less proportional
                                      withdrawals or Account                      withdrawals or Account
                                      Value (variable) plus                       Value (variable) (No MVA
                                      Interim Value (fixed). (No                  applied) (No recapture of
                                      MVA applied)                                credits applied within 12
                                             months prior to date of
                                             death)


- --------------------------------------------------------------------------------------------------------------
Optional Death Benefits               HAV                                         HAV
 (for an additional cost)/1/
- --------------------------------------------------------------------------------------------------------------
Optional Living Benefits              GRO/GRO Plus, Highest                       Highest Daily GRO,
 (for an additional cost)/2/          Daily GRO, GMWB,                            GMWB, GMIB, Lifetime
                                      GMIB, Lifetime Five,                        Five, Spousal Lifetime
                                      Spousal Lifetime Five,                      Five, Highest Daily
                                      Highest Daily Lifetime                      Lifetime Five, Highest
                                      Five, Highest Daily                         Daily Lifetime Seven,
                                      Lifetime Seven, Spousal                     Spousal Highest Daily
                                      Highest Daily Lifetime                      Lifetime Seven (Highest
                                      Seven (Highest Daily                        Daily GRO, Highest Daily
                                      GRO, Highest Daily                          Lifetime Seven and
                                      Lifetime Seven and                          Spousal Highest Daily
                                      Spousal Highest Daily                       Lifetime Seven pending
                                      Lifetime Seven pending                      New York Department of
                                      New York Department of                      Insurance approval)
                                      Insurance approval)




- --------------------------------------------------------------------------------------------------------------
Annuity Rewards/3/                    Available after initial                     Available after initial
                                      CDSC period                                 CDSC period
- --------------------------------------------------------------------------------------------------------------
Annuitization Options                 Fixed option only Annuity                   Fixed option only Annuity
                                      date cannot exceed the first                date cannot exceed the first
                                      day of the calendar month                   day of the calendar month
                                      following Annuitant's 90/th/                following Annuitant's 90/th/
                                      birthday. The maximum                       birthday. The maximum
                                      Annuity Date is based on                    Annuity Date is based on
                                      the first Owner or                          the first Owner or
                                      Annuitant to reach the                      Annuitant to reach the
                                      maximum age, as indicated                   maximum age, as indicated
                                      in your Annuity.                            in your Annuity.
- --------------------------------------------------------------------------------------------------------------



 (1)For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 (2)For more information on these benefits, refer to the "Living Benefit
    Programs" section in the Prospectus.
 (3)The Annuity rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's Account Value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.


 For more information about variations applicable to annuities approved for
 sale by the New York State Insurance Department, please refer to your annuity
 contract.

                                      H-2




 APPENDIX I - ASSET TRANSER FORMULA UNDER GRO PLUS 2008 AND HIGHEST DAILY GRO

 THE FOLLOWING ARE THE TERMS AND DEFINITIONS REFERENCED IN THE TRANSFER
 CALCULATION FORMULA:
   .   AV is the current Account Value of the Annuity
   .   V is the current Account Value of the elected Sub-accounts of the Annuity
   .   B is the total current value of the AST bond portfolio Sub-account
   .   C\\l\\ is the lower target value. Currently, it is 79%.
   .   C\\t\\ is the middle target value. Currently, it is 82%.
   .   C\\u\\ is the upper target value. Currently, it is 85%.

 For each guarantee provided under the program,
   .   G\\i\\ is the guarantee amount
   .   N\\i\\ is the number of days until the maturity date
   .   d\\i\\ is the discount rate applicable to the number of days until the
       maturity date. It is determined with reference to a benchmark index,
       reduced by the Discount Rate Adjustment. Once selected, we will not
       change the applicable benchmark index. However, if the benchmark index
       is discontinued, we will substitute a successor benchmark index, if
       there is one. Otherwise we will substitute a comparable benchmark index.
       We will obtain any required regulatory approvals prior to substitution
       of the benchmark index.

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

 The formula begins by determining the value on that Valuation Day that, if
 appreciated at the applicable discount rate, would equal the guarantee amount
 at the end of the Base Guarantee Period or Step-Up Guarantee Period. We call
 the greatest of these values the "current liability (L)."




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




 Next the formula calculates the following formula ratio:




                               
                              r   =   (L - B) / V.




 If the formula ratio exceeds an upper target value, then all or a portion of
 the Account Value will be transferred to the bond fund Sub-account associated
 with the current liability. If at the time we make a transfer to the bond fund
 Sub-account associated with the current liability there is Account Value
 allocated to a bond fund Sub-account not associated with the current
 liability, we will transfer all assets from that bond fund Sub-account to the
 bond fund Sub-account associated with the current liability.

 The formula will transfer assets into the Transfer Account if r (greater than)
 C\\u\\.

 The transfer amount is calculated by the following formula:




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




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

 The transfer amount is calculated by the following formula:




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




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


                                      I-1




 APPENDIX J - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN INCOME
        BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
   .   C\\u\\ - the upper target is established on the effective date of the
       Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   C\\t\\ - the target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 80%.

   .   C\\l\\ - the lower target is established on the Effective Date and is
       not changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V - the total value of all Permitted Sub-accounts in the annuity.

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

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.

   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account

 *  Note: withdrawals of less than the Annual Income Amount do not reduce the
    Income Basis.

 TARGET VALUE CALCULATION:
 On each business day, a target value (L) is calculated, according to the
 following formula. If the variable account value (V) is equal to zero, no
 calculation is necessary.




                               
                              L   =   0.05 * P * a




 Transfer Calculation:
 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:




                                     
                       Target Ratio r   =   (L - B) / V.




       .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
           transferred to the AST Investment Grade Bond Portfolio Sub-account.

       .   If r (less than) C\\l\\, and there are currently assets in the AST
           Investment Grade Bond Portfolio Sub-account (B (greater than) 0),
           assets in the AST Investment Grade Bond Portfolio Sub-account are
           transferred to the Permitted Sub-accounts according to most recent
           allocation instructions.

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines the transfer amount:




                                       
 T   =   {Min(V, [L - B - V * Ct] / (1-Ct))},    Money moving from the Permitted Sub-accounts
                                                 to the AST Investment Grade Bond Portfolio
                                                 Sub-account
 T   =   {Min(B,- [L - B - V * Ct] / (1-Ct))},   Money moving from the AST Investment Grade
                                                 Bond Portfolio Sub-account to the Permitted Sub-
                                                 accounts]



                                      J-1




                     "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*





       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
   1   15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
   2   14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
   3   14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
   4   14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
   5   13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
   6   13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
   7   12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
   8   12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
   9   11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10   11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11   10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12   10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13   10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14    9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15    9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16    8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17    8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18    8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19    7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20    7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21    6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22    6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23    6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24    5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25    5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26    5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27    4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28    4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29    4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30    4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31    4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32    3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33    3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34    3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35    3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36    3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37    2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38    2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39    2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40    2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41    2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17




 *  The values set forth in this table are applied to all ages.


                                      J-2





                                          
                          PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
                          FURTHER DETAILS ABOUT THE PRUDENTIAL ANNUITIES ANNUITY DESCRIBED
                          IN PROSPECTUS (PLEASE CHECK ONE) ASAPIIIPROS (05/2008) ____, APEX2PROS
                          (05/2008) ____, ASL2PROS (05/2008) ____, XT6PROS (05/2008) ____.
                                             ---------------------------------------
                                               (print your name)
                                             ---------------------------------------
                                                   (address)
                                             ---------------------------------------
                                              (city/state/zip code)







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





  Variable Annuity Issued by:                Variable Annuity Distributed by:

  PRUDENTIAL ANNUITIES LIFE                PRUDENTIAL ANNUITIES DISTRIBUTORS,
  ASSURANCE CORPORATION                                                  INC.
  A Prudential Financial Company               A Prudential Financial Company
  One Corporate Drive                                     One Corporate Drive
  Shelton, Connecticut 06484                       Shelton, Connecticut 06484
  Telephone: 1-800-752-6342                           Telephone: 203-926-1888
  http:// www.prudentialannuities.com     http:// www.prudentialannuities.com


                               MAILING ADDRESSES:


                   PRUDENTIAL ANNUITIES - VARIABLE ANNUITIES

                                 P.O. Box 7960
                             Philadelphia, PA 19176

                                 EXPRESS MAIL:

                   PRUDENTIAL ANNUITIES - VARIABLE ANNUITIES

                                2101 Welsh Road
                               Dresher, PA 19025




                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

                                                 A Prudential Financial Company
                                One Corporate Drive, Shelton, Connecticut 06484

 OPTIMUM/SM/
 OPTIMUM FOUR/SM/
 OPTIMUM PLUS/SM/

 Flexible Premium Deferred Annuities

 PROSPECTUS: MAY 1, 2008

 This prospectus describes three different flexible premium deferred annuities
 (the "Annuities" or the "Annuity") offered by Prudential Annuities Life
 Assurance Corporation ("Prudential Annuities", "we", "our", or "us")
 exclusively through Linsco/Private Ledger, Corp. Each Annuity may be offered
 as an individual annuity contract or as an interest in a group annuity. Each
 Annuity has different features and benefits that may be appropriate for you
 based on your financial situation, your age and how you intend to use the
 Annuity. This Prospectus describes the important features of the Annuities and
 what you should consider before purchasing one of the Annuities. The
 Prospectus also describes differences among the Annuities which include
 differences in the fees and charges you pay and variations in some product
 features such as the availability of certain bonus amounts and basic death
 benefit protection. These differences among the products are discussed more
 fully in the Prospectus and summarized in Appendix D entitled "Selecting the
 Variable Annuity That's Right for You". There may also be differences in the
 compensation paid to your Financial Professional for each Annuity. Differences
 in compensation among different annuity products could influence a Financial
 Professional's decision as to which annuity to recommend for you. In addition,
 selling broker-dealer firms through which each Annuity is sold may decline to
 make available to their customers certain of the optional features and
 investment options offered generally under the Annuity. Alternatively, such
 firms may restrict the optional benefits that they do make available to their
 customers (e.g., by imposing a lower maximum issue age for certain optional
 benefits than what is prescribed generally under the Annuity). Please speak to
 your Financial Professional for further details. Each Annuity or certain of
 its investment options and/or features may not be available in all states.
 Various rights, benefits and certain fees may differ among states to meet
 applicable laws and/or regulations. For more information about variations
 applicable to your state, please refer to your Annuity or consult your
 Financial Professional. For some of the variations specific to Annuities
 approved for sale by the New York State Insurance Department, see Appendix F.
 Certain terms are capitalized in this Prospectus. Those terms are either
 defined in the Glossary of Terms or in the context of the particular section.


 THE SUB-ACCOUNTS

 Each Sub-account of Prudential Annuities Life Assurance Corporation Variable
 Account B invests in an underlying mutual fund portfolio. Currently,
 portfolios of the following underlying mutual funds are being offered:
 Advanced Series Trust and Evergreen Variable Annuity Trust. See the following
 page for a complete list of Sub-accounts.


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

 AVAILABLE INFORMATION

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


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

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

 OPTIMUM/SM/, OPTIMUM FOUR/SM/, OPTIMUM PLUS/SM/, ARE SERVICE MARKS OR
 REGISTERED TRADEMARKS OF LINSCO/PRIVATE LEDGER, CORP.
- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL: 1-800-752-6342


               Prospectus Dated:         Statement of Additional
               May 1, 2008                    Information Dated:
                                                     May 1, 2008
               OA074PROS-0508                           LPLOASAI


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



                              INVESTMENT OPTIONS
 Advanced Series Trust:
   AST AllianceBernstein Core Value
   AST AllianceBernstein Growth & Income
   AST Balanced Asset Allocation

   AST Bond Portfolio 2015
   AST Bond Portfolio 2018
   AST Bond Portfolio 2019

   AST Capital Growth Asset Allocation
   AST Cohen & Steers Realty
   AST Conservative Asset Allocation
   AST Federated Aggressive Growth
   AST Goldman Sachs Mid-Cap Growth
   AST International Growth
   AST International Value

   AST Investment Grade Bond

   AST JPMorgan International Equity
   AST Large-Cap Value
   AST Lord Abbett Bond Debenture
   AST Marsico Capital Growth
   AST Mid-Cap Value
   AST MFS Growth
   AST Money Market
   AST Neuberger Berman Mid-Cap Growth
   AST Neuberger Berman Mid-Cap Value
   AST Neuberger Berman Small-Cap Growth
   AST PIMCO Limited Maturity Bond
   AST PIMCO Total Return Bond
   AST Preservation Asset Allocation
   AST Small-Cap Growth
   AST Small-Cap Value
   AST T. Rowe Price Global Bond
   AST T. Rowe Price Large-Cap Growth

   AST Western Asset Core Plus Bond


 Evergreen Variable Annuity Trust:
   International Equity
   Omega



                                   CONTENTS



                                                                                   

INTRODUCTION.........................................................................  1

 WHY WOULD I CHOOSE TO PURCHASE ONE OF THE ANNUITIES?................................  1
 WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITIES?.................................  1
 HOW DO I PURCHASE ONE OF THE ANNUITIES?.............................................  2

GLOSSARY OF TERMS....................................................................  3

SUMMARY OF CONTRACT FEES AND CHARGES.................................................  6

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

INVESTMENT OPTIONS................................................................... 14

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.................. 14
 WHAT ARE THE FIXED ALLOCATIONS?..................................................... 19

FEES AND CHARGES..................................................................... 20

 WHAT ARE THE CONTRACT FEES AND CHARGES?............................................. 20
 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?........................................ 22
 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?........................... 22
 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES........................................... 22

PURCHASING YOUR ANNUITY.............................................................. 23

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?...................... 23

MANAGING YOUR ANNUITY................................................................ 24

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?..................... 24
 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?........................................ 24
 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?............................................ 25
 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?........................ 25
 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?.................... 25

MANAGING YOUR ACCOUNT VALUE.......................................................... 26

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?........................................ 26
 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE OPTIMUM AND OPTIMUM FOUR ANNUITIES?..... 26
 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE OPTIMUM AND OPTIMUM
   FOUR ANNUITIES?................................................................... 26
 HOW DO I RECEIVE CREDITS UNDER THE OPTIMUM PLUS ANNUITY?............................ 27
 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE OPTIMUM PLUS ANNUITY?............ 27
 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.......... 28
 DO YOU OFFER DOLLAR COST AVERAGING?................................................. 29
 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?.................................... 30
 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?........................................ 30
 WHAT IS THE BALANCED INVESTMENT PROGRAM?............................................ 31
 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS? 31
 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?............. 31
 HOW DO THE FIXED ALLOCATIONS WORK?.................................................. 32
 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?................................... 32
 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.......................................... 33
 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?...................................... 34

ACCESS TO ACCOUNT VALUE.............................................................. 35

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?.................................... 35
 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?....................................... 35
 CAN I WITHDRAW A PORTION OF MY ANNUITY?............................................. 35
 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?....................................... 35
 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?..... 36
 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL REVENUE
   CODE?............................................................................. 36
 WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.................. 36
 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?........................................... 36
 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?......................... 37



                                      (i)





                                                                                     
 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?..........................................  37
 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?..................................  38
 HOW ARE ANNUITY PAYMENTS CALCULATED?..................................................  38

LIVING BENEFIT PROGRAMS................................................................  40

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS WHILE THEY
   ARE ALIVE...........................................................................  40
 GUARANTEED RETURN OPTION PLUS/SM/ (GRO PLUS/SM/)......................................  41
 GUARANTEED RETURN OPTION (GRO)........................................................  44
 GUARANTEED RETURN OPTION PLUS 2008....................................................  47
 HIGHEST DAILY GUARANTEED RETURN OPTION (HD GRO).......................................  50
 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)..........................................  53
 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)..............................................  56
 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE)......................................  60
 SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE)......................  65
 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME FIVE)..........  69
 HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HIGHEST DAILY LIFETIME SEVEN)........  75
 SPOUSAL HIGHEST DAILY LIFETIME SEVEN/SM/INCOME BENEFIT (SPOUSAL HIGHEST DAILY LIFETIME
   SEVEN)..............................................................................  82

DEATH BENEFIT..........................................................................  90

 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?.........................................  90
 BASIC DEATH BENEFIT...................................................................  90
 OPTIONAL DEATH BENEFITS...............................................................  90
 PRUDENTIAL ANNUITIES' ANNUITY REWARDS.................................................  94
 PAYMENT OF DEATH BENEFITS.............................................................  95

VALUING YOUR INVESTMENT................................................................  98

 HOW IS MY ACCOUNT VALUE DETERMINED?...................................................  98
 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?............................................  98
 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?...........................................  98
 HOW DO YOU VALUE FIXED ALLOCATIONS?...................................................  98
 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?...........................................  98
 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?.........  99

TAX CONSIDERATIONS..................................................................... 100

GENERAL INFORMATION.................................................................... 108

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?............................................ 108
 WHO IS PRUDENTIAL ANNUITIES?.......................................................... 108
 WHAT ARE SEPARATE ACCOUNTS?........................................................... 109
 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?.................................. 110
 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?............................ 111
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................................... 113
 FINANCIAL STATEMENTS.................................................................. 114
 HOW TO CONTACT US..................................................................... 114
 INDEMNIFICATION....................................................................... 114
 LEGAL PROCEEDINGS..................................................................... 114
 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION................................... 116

APPENDIX A - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B.................. A-1

APPENDIX B - CALCULATION OF OPTIONAL DEATH BENEFITS.................................... B-1

APPENDIX C - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS....................... C-1

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

APPENDIX E - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT... E-1

APPENDIX F - ANNUITIES APPROVED FOR SALE BY THE NEW YORK STATE INSURANCE DEPARTMENT.... F-1

APPENDIX G - ASSET TRANSFER FORMULA UNDER GRO PLUS 2008 AND HIGHEST DAILY GRO.......... G-1

APPENDIX H - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN AND SPOUSAL.....

HIGHEST DAILY LIFETIME SEVEN........................................................... H-1



                                     (ii)



                                 INTRODUCTION

 WHY WOULD I CHOOSE TO PURCHASE ONE OF THE ANNUITIES?
 The Annuities are frequently used for retirement planning because they allow
 you to accumulate retirement savings and also offer annuity payment options
 when you are ready to begin receiving income. Each Annuity also offers a
 choice of different optional benefits, for an additional charge, that can
 provide principal protection or guaranteed minimum income protection for
 Owners while they are alive and one or more Death Benefits that can protect
 your retirement savings if you die during a period of declining markets. Each
 Annuity may be used as an investment vehicle for "qualified" investments,
 including an IRA, SEP-IRA, Roth IRA, Section 401(a) plans (defined benefit
 plans and defined contribution plans such as 401(k), profit sharing and money
 purchase plans) or Tax Sheltered annuities (or 403(b)). Each Annuity may also
 be used as an investment vehicle for "non-qualified" investments. Each Annuity
 allows you to invest your money in a number of Sub-accounts as well as in one
 or more Fixed Allocations. This Prospectus describes four different Annuities
 including features that these Annuities have in common as well as differences.
 For a summary of each Annuity's features, please refer to Appendix D entitled,
 "Selecting the Variable Annuity That's Right for You."

 When an Annuity is purchased as a "non-qualified" investment, you generally
 are not taxed on any investment gains the Annuity earns until you make a
 withdrawal or begin to receive annuity payments. This feature, referred to as
 "tax-deferral", can be beneficial to the growth of your Account Value because
 money that would otherwise be needed to pay taxes on investment gains each
 year remains invested and can earn additional money. However, because the
 Annuity is designed for long-term retirement savings, a 10% penalty tax may be
 applied on withdrawals you make before you reach age 59 1/2. Annuities
 purchased as a non-qualified investment are not subject to the maximum
 contribution limits that may apply to a qualified investment, and are not
 subject to required minimum distributions after age 70 1/2.

 When an Annuity is purchased as a "qualified" investment, you should consider
 that the Annuity does not provide any tax advantages in addition to the
 preferential treatment already available through your retirement plan under
 the Internal Revenue Code. In other words, you need not invest in an Annuity
 to gain the preferential tax treatment provided by your retirement plan. An
 Annuity, however, may offer features and benefits in addition to providing tax
 deferral that other investment vehicles may not offer, including Death Benefit
 protection for your beneficiaries, lifetime income options and the ability to
 make transfers between numerous variable investment options offered under the
 Annuity. You should consult with your Financial Professional as to whether the
 overall benefits and costs of the Annuity are appropriate considering your
 overall financial plan.

 WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITIES?

..   Each Annuity is a "flexible premium deferred annuity." It is called
    "flexible premium" because you have considerable flexibility in the timing
    and amount of Purchase Payments. Generally, investors "defer" receiving
    annuity payments until after an accumulation period.

..   Each Annuity offers both Sub-accounts and Fixed Allocations. If you
    allocate your Account Value to Sub-accounts, the value of your Annuity will
    vary daily to reflect the investment performance of the underlying
    investment options. Fixed Allocations of different durations are offered
    that are guaranteed by us, but may have a Market Value Adjustment if you
    withdraw or transfer your Account Value before the Maturity Date.

..   Each Annuity features two distinct periods - the accumulation period and
    the payout period. During the accumulation period your Account Value is
    allocated to one or more investment options.

..   During the payout period, commonly called "annuitization," you can elect to
    receive annuity payments (1) for life; (2) for life with a guaranteed
    minimum number of payments; (3) based on joint lives; or (4) for a
    guaranteed number of payments. We currently make annuity payments available
    on a fixed basis only.


..   Each Annuity offers optional income benefits, for an additional charge,
    that can provide principal protection or guaranteed minimum income or
    withdrawal protection for Owners while they are alive.


..   Each Annuity offers a basic Death Benefit. It also offers optional Death
    Benefits that provide an enhanced level of protection for your
    beneficiary(ies) for an additional charge.


..   You are allowed to withdraw a limited amount of money from each Annuity on
    an annual basis without any charges, although any optional guaranteed
    benefit you elect may be reduced. Other product features allow you to
    access your Account Value as necessary, although a charge may apply. You
    will be subject to taxes on most withdrawals.


..   Transfers between investment options are tax-free. Currently, you may make
    twenty transfers each year free of charge. We also offer several programs
    that enable you to manage your Account Value as your financial needs and
    investment performance change.

                                      1




 With respect to Optimum Plus only:

   .   If you purchase this Annuity, we apply an additional amount (referred to
       as an Optimum Plus/SM/ amount, Purchase Credit or Credit) to your
       Account Value with each Purchase Payment you make, including your
       initial Purchase Payment and any additional Purchase Payments during the
       first six Annuity Years.

   .   Please note that during the first 10 years, the total asset-based
       charges on the Optimum Plus Annuity are higher than many of our other
       annuities. In addition, the Contingent Deferred Sales Charge (CDSC) on
       the Optimum Plus Annuity is higher and is deducted for a longer period
       of time as compared to our other annuities. The Credit is included in
       your Account Value. However, Prudential Annuities may take back all
       Credits if you return your Annuity under the "free look" provision. In
       addition, Prudential Annuities may take back a Credit associated with
       any Purchase Payment if (a) the Credit was applied within twelve
       (12) months prior to the death of the Owner (or Annuitant if entity
       owned) or (b) the Credit was applied within 12 months prior to a request
       to surrender the Annuity under the medically-related surrender provision.

   .   In these situations, your Account Value could be substantially reduced.
       The amount we take back will equal the Credit, without adjustment up or
       down for investment performance. Therefore, any gain on the Credit will
       not be taken back. But if there was a loss on the Credit, the amount we
       take back will still equal that of the Credit. Additional conditions and
       restrictions apply. We do not deduct a CDSC in any situation where we
       take back the Credit.
   .   If replacing an annuity, please consider all charges associated with
       that annuity. Purchase Credits applicable to bonus products should not
       be viewed as an offset of any surrender charge that applies to any
       Annuity you currently own. For more information on all available
       annuities, please see Appendix D of this prospectus.


 With respect to Optimum Four only:

   .   This Annuity offers a Loyalty Credit which we add to your Account Value
       with respect to Purchase Payments that have been made during the first
       four Annuity Years less withdrawals through the fifth Annuity
       Anniversary, subject to our rules and state availability.


 With respect to Optimum only:

   .   For annuities issued on or after February 13, 2006, this Annuity offers
       a Loyalty Credit which we add to your Account Value with respect to
       Purchase Payments that have been made during the first four Annuity
       Years less withdrawals through the fifth Annuity Anniversary, subject to
       our rules and state availability.

 HOW DO I PURCHASE ONE OF THE ANNUITIES?
 We sell each Annuity through licensed, registered Financial Professionals.
 Unless we agree otherwise and subject to our rules, each Annuity has minimum
 initial Purchase Payments as follows: $1,000 for Optimum, $10,000 for Optimum
 Plus and Optimum Four. We may allow you to make a lower initial Purchase
 Payment provided you establish an electronic funds transfer under which
 Purchase Payments received in the first Annuity Year total at least the
 minimum initial Purchase Payment for the Annuity purchased. Unless we agree
 otherwise and subject to our rules, if the Annuity is owned by an individual
 or individuals, the oldest of those Owners must not be older than a maximum
 issue age as of the Issue Date of the Annuity as follows: age 80 for Optimum,
 age 75 for Optimum Plus and age 85 for Optimum Four. If the Annuity is owned
 by an entity, the Annuitant must not be older than the maximum issue age, as
 of the Issue Date of the Annuity unless we agree otherwise. The availability
 and level of protection of certain optional benefits may vary based on the age
 of the Owner or Annuitant on the Issue Date of the Annuity, on the date the
 benefit is elected or the date of the Owner's death.

                                      2



                               GLOSSARY OF TERMS

 Many terms used within this Prospectus are described within the text where
 they appear. The description of those terms are not repeated in this Glossary
 of Terms.

 Account Value: The value of each allocation to a Sub-account (also referred to
 as a "variable investment option") or a Fixed Allocation prior to the Annuity
 Date, plus any earnings, and/or less any losses, distributions and charges.
 The Account Value is calculated before we assess any applicable Contingent
 Deferred Sales Charge ("CDSC" or "surrender charge") and/or, other than on an
 annuity anniversary, any fee that is deducted from the Annuity annually in
 arrears. The Account Value is determined separately for each Sub-account and
 for each Fixed Allocation, and then totaled to determine the Account Value for
 your entire Annuity. The Account Value of each Fixed Allocation on other than
 its Maturity Date may be calculated using a market value adjustment. With
 respect to Optimum Plus, the Account Value includes any Credits we applied to
 your Purchase Payments that we are entitled to take back under certain
 circumstances. With respect to Optimum and Optimum Four, the Account Value
 includes any Loyalty Credit we apply. With respect to Annuities with a Highest
 Daily Lifetime Five Income Benefit election, Account Value includes the value
 of any allocation to the Benefit Fixed Rate Account.


 Adjusted Purchase Payments
 As used in the discussion of certain optional benefits in this prospectus and
 elsewhere, Adjusted Purchase Payments are Purchase Payments, increased by any
 Credits applied to your Account Value in relation to such Purchase Payments,
 and decreased by any charges deducted from such Purchase Payments.

 Annuitization: The application of Account Value to one of the available
 annuity options for the Owner to begin receiving periodic payments for life
 (or joint lives), for a guaranteed minimum number of payments or for life with
 a guaranteed minimum number of payments.


 Annuity Date: The date you choose for annuity payments to commence. Unless we
 agree otherwise, for Annuities issued on or after November 20, 2006, the
 Annuity Date must be no later than the first day of the calendar month
 coinciding with or next following the later of: (a) the oldest Owner's or
 Annuitant's 95/th/ birthday, whichever occurs first, and (b) the fifth
 anniversary of the Issue Date.

 Annuity Year: A 12-month period commencing on the Issue Date of the Annuity
 and each successive 12-month period thereafter.

 Benefit Fixed Rate Account: An investment option offered as part of this
 Annuity that is used only if you have elected the optional Highest Daily
 Lifetime Five Benefit. Amounts allocated to the Benefit Fixed Rate Account
 earn a fixed rate of interest, and are held within our general account. You
 may not allocate Purchase Payments to the Benefit Fixed Rate Account. Rather,
 Account Value is transferred to the Benefit Fixed Rate Account only under the
 asset transfer feature of the Highest Daily Lifetime Five Income Benefit.

 Code: The Internal Revenue Code of 1986, as amended from time to time.

 Combination 5% Roll-up And HAV Death Benefit: We offer an optional Death
 Benefit that, for an additional cost, provides an enhanced level of protection
 for your beneficiary(ies) by providing the greater of the Highest Anniversary
 Value Death Benefit and a 5% annual increase on Purchase Payments adjusted for
 withdrawals.

 Contingent Deferred Sales Charge (CDSC): This is a sales charge that may be
 deducted when you make a full or partial withdrawal under your Annuity. We
 refer to this as a "contingent" charge because it is imposed only if you make
 a withdrawal. The charge is a percentage of each applicable Purchase Payment
 that is being withdrawn. The period during which a particular percentage
 applies is measured from the Issue Date of the Annuity. The amount and
 duration of the CDSC varies among the Optimum, Optimum Four and Optimum Plus.
 See "Summary of Contract Fees and Charges" for details on the CDSC for each
 Annuity.

 Enhanced Beneficiary Protection Death Benefit: We offer an optional Death
 Benefit that, for an additional cost, provides an enhanced level of protection
 for your beneficiary(ies) by providing amounts in addition to the basic Death
 Benefit that can be used to offset federal and state taxes payable on any
 taxable gains in your Annuity at the time of your death.

 Fixed Allocation: An investment option that offers a fixed rate of interest
 for a specified Guarantee Period during the accumulation period.

 Free Look: Under state insurance laws, you have the right, during a limited
 period of time, to examine your Annuity and decide if you want to keep it or
 cancel it. This right is referred to as your "free look" right. The length of
 this time period depends on the law of your state, and may vary depending on
 whether your purchase is a replacement or not. Check your Annuity for more
 details about your free look right.

                                      3



 Guaranteed Minimum Income Benefit (GMIB): We offer an optional benefit that,
 for an additional cost, after a seven-year waiting period, guarantees your
 ability to begin receiving income from your Annuity in the form of annuity
 payments based on your total Purchase Payments and an annual increase of 5% on
 such Purchase Payments adjusted for withdrawals (called the "Protected Income
 Value"), regardless of the impact of market performance on your Account Value.

 Guaranteed Minimum Withdrawal Benefit (GMWB): We offer an optional benefit
 that, for an additional cost, guarantees your ability to withdraw amounts over
 time equal to an initial principal value, regardless of the impact of market
 performance on your Account Value.

 Guarantee Period: A period of time during the accumulation period where we
 credit a fixed rate of interest on a Fixed Allocation.


 Guaranteed Return Option Plus/SM/ (GRO Plus/SM/)/Guaranteed Return Option
 (GRO(R))/Highest Daily Guaranteed Return Option/SM/ (Highest Daily GRO/SM/):
 Each of GRO Plus, GRO, and Highest Daily GRO is a separate optional benefit
 that, for an additional cost, guarantees a minimum Account Value at one or
 more future dates and that requires your participation in an asset transfer
 program. Beginning in 2008, we introduced a new version of GRO Plus, called
 GRO Plus 2008 that we offer for new elections.


 Highest Anniversary Value Death Benefit ("HAV"): We offer an optional Death
 Benefit that, for an additional cost, provides an enhanced level of protection
 for your beneficiary(ies) by providing a death benefit equal to the greater of
 the basic Death Benefit and the Highest Anniversary Value, less proportional
 withdrawals.


 Highest Daily Lifetime Five/SM/ Income Benefit: We offer an optional benefit
 that, for an additional cost, guarantees your ability to withdraw an annual
 amount equal to a percentage of a principal value called the Total Protected
 Withdrawal Value. Subject to our rules regarding the timing and amount of
 withdrawals, we guarantee these withdrawal amounts, regardless of the impact
 of market performance on your Account Value.

 Highest Daily Lifetime Seven/SM/ Income Benefit: An optional feature available
 for an additional charge that guarantees your ability to withdraw amounts
 equal to a percentage of a principal value called the Protected Withdrawal
 Value. Subject to our rules regarding the timing and amount of withdrawals, we
 guarantee these withdrawal amounts, regardless of the impact of market
 performance on your Account Value. Highest Daily Lifetime Seven is the same
 class of optional benefit as our Highest Daily Lifetime Five Income Benefit,
 but differs (among other things) with respect to how the Protected Withdrawal
 Value is calculated and to how the lifetime withdrawals are calculated.


 Highest Daily Value Death Benefit ("HDV"): We offer an optional benefit that,
 for an additional cost, provides an enhanced level of protection for your
 beneficiary(ies) by providing a death benefit equal to the greater of the
 basic Death Benefit and the Highest Daily Value, less proportional withdrawals.

 Interim Value: The value of a Fixed Allocation on any date other than the
 Maturity Date. The Interim Value is equal to the initial value allocated to
 the Fixed Allocation plus all interest credited to the Fixed Allocation as of
 the date calculated, less any transfers or withdrawals from the Fixed
 Allocation.

 Issue Date: The effective date of your Annuity.


 Lifetime Five/SM/ Income Benefit: We offer an optional benefit that, for an
 additional cost, guarantees your ability to withdraw an annual amount equal to
 a percentage of an initial principal value called the Protected Withdrawal
 Value. Subject to our rules regarding the timing and amount of withdrawals, we
 guarantee these withdrawal amounts, regardless of the impact of market
 performance on your Account Value.


 MVA: A market value adjustment used in the determination of Account Value of
 each Fixed Allocation on any day more than 30 days prior to the Maturity Date
 of such Fixed Allocation.

 Owner: With an Annuity issued as an individual annuity contract, the Owner is
 either an eligible entity or person named as having ownership rights in
 relation to the Annuity. With an Annuity issued as a certificate under a group
 annuity contract, the "Owner" refers to the person or entity who has the
 rights and benefits designated as to the "Participant" in the certificate.


 Spousal Highest Daily Lifetime Seven/SM/ Income Benefit: The spousal version
 of the Highest Daily Lifetime Seven Income Benefit. Spousal Highest Daily
 Lifetime Seven is the same class of optional benefit as our Spousal Lifetime
 Five Income Benefit, but differs (among other things) with respect to how the
 Protected Withdrawal Value is calculated and to how the lifetime withdrawals
 are calculated.

 Spousal Lifetime Five/SM/ Income Benefit: We offer an optional benefit that,
 for an additional cost, guarantees until the later death of two Designated
 Lives (as defined in this Prospectus) the ability to withdraw an annual amount
 equal to a percentage of an initial


                                      4



 principal value called the Protected Withdrawal Value. Subject to our rules
 regarding the timing and amount of withdrawals, we guarantee these withdrawal
 amounts, regardless of the impact of market performance on your Account Value.

 Sub-account: We issue your Annuity through our separate account. See "What is
 the Separate Account?" under the General Information section. The separate
 account invests in underlying mutual fund portfolios. From an accounting
 perspective, we divide the separate account into a number of sections, each of
 which corresponds to a particular underlying mutual fund portfolio. We refer
 to each such section of our separate account as a "Sub-account".

 Surrender Value: The value of your Annuity available upon surrender prior to
 the Annuity Date. It equals the Account Value as of the date we price the
 surrender minus any applicable CDSC, Annual Maintenance Fee, any Tax Charge
 and the charge for any optional benefits and any additional amounts we applied
 to your Purchase Payments that we may be entitled to recover under certain
 circumstances. The surrender value may be calculated using a MVA with respect
 to amounts in any Fixed Allocation.

 Unit: A measure used to calculate your Account Value in a Sub-account during
 the accumulation period.

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

                                      5



                     SUMMARY OF CONTRACT FEES AND CHARGES


 Below is a summary of the fees and charges for the Annuities. Some fees and
 charges are assessed against each Annuity while others are assessed against
 assets allocated to the Sub-accounts. The fees and charges that are assessed
 against an Annuity include any applicable Contingent Deferred Sales Charge,
 Transfer Fee, Tax Charge and Annual Maintenance Fee. The charges that are
 assessed against the Sub-accounts are the Mortality and Expense Risk charge,
 the charge for Administration of the Annuity, any applicable Distribution
 Charge and the charge for certain optional benefits you elect. Certain
 optional benefits deduct a charge from each Annuity based on a percentage of a
 "protected value." Each underlying mutual fund portfolio assesses a fee for
 investment management, other expenses and, with some mutual funds, a 12b-1
 fee. The prospectus for each underlying mutual fund provides more detailed
 information about the expenses for the underlying mutual funds.


 The following tables provide a summary of the fees and charges you will pay if
 you surrender your Annuity or transfer Account Value among investment options.
 These fees and charges are described in more detail within this Prospectus.

 CONTINGENT DEFERRED SALES CHARGES FOR EACH ANNUITY /1/
                                    OPTIMUM

             Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9+
             ------------------------------------------------------
             7.5%  7.0%  6.5%  6.0%  5.0%  4.0%  3.0%  2.0%   0.0%
             ------------------------------------------------------

                                  OPTIMUM FOUR

                         Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5+
                         ------------------------------
                         8.5%  8.0%  7.0%  6.0%   0.0%
                         ------------------------------

                                  OPTIMUM PLUS
 For Annuities issued prior to November 20, 2006, the following schedule
 applies:

      Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9 Yr. 10 Yr. 11+
      --------------------------------------------------------------------
      9.0%  9.0%  8.5%  8.0%  7.0%  6.0%  5.0%  4.0%  3.0%   2.0%   0.0%
      --------------------------------------------------------------------

 For Annuities issued on or after November 20, 2006 (subject to state
 availability), the following schedule applies /2/:

      Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8 Yr. 9 Yr. 10 Yr. 11+
      --------------------------------------------------------------------
      9.0%  9.0%  8.0%  7.0%  6.0%  5.0%  4.0%  3.0%  2.0%   1.0%   0.0%
      --------------------------------------------------------------------

 1  The Contingent Deferred Sales Charges are assessed upon surrender or
    withdrawal. The charge is a percentage of each applicable Purchase Payment
    deducted upon surrender or withdrawal. The period during which a particular
    percentage applies is measured from the Issue Date of the Annuity.
 2  In jurisdictions that have not yet approved this schedule, the schedule for
    Annuities issued prior to November 20, 2006 will apply.



     ----------------------------------------------------------------------
                       OTHER TRANSACTION FEES AND CHARGES

                        (assessed against each Annuity)
     ----------------------------------------------------------------------
        FEE/CHARGE         OPTIMUM        OPTIMUM FOUR      OPTIMUM PLUS
     ----------------------------------------------------------------------
                                                 
     Transfer Fee /1/  $15.00 maximum    $15.00 maximum    $15.00 maximum
                      currently, $10.00 currently, $10.00 currently, $10.00
     ----------------------------------------------------------------------
     Tax Charge /2/      0% to 3.5%        0% to 3.5%        0% to 3.5%
     ----------------------------------------------------------------------


 1  Currently, we deduct the fee after the 20/th/ transfer each Annuity Year.
    We guarantee that the number of charge free transfers per Annuity Year will
    never be less than 8.

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


                                      6



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




- --------------------------------------------------------------------------------------------------
                                    PERIODIC FEES AND CHARGES

                                 (assessed against each Annuity)
- --------------------------------------------------------------------------------------------------
         FEE/CHARGE                  OPTIMUM              OPTIMUM FOUR           OPTIMUM PLUS
                                                                   
Annual Maintenance Fee /1/    Lesser of $35 or 2% of Lesser of $35 or 2% of Lesser of $35 or 2% of
                                Account Value /2/      Account Value /2/        Account Value
                              --------------------------------------------------------------------
  Beneficiary
  Continuation                Lesser of $30 or 2% of Lesser of $30 or 2% of Lesser of $30 or 2% of
  Option Only                     Account Value          Account Value          Account Value
- --------------------------------------------------------------------------------------------------
ANNUAL FEES CHARGES/OF THE SUB-ACCOUNTS /3/
(assessed as a percentage of the daily net assets of the Sub-accounts)
- --------------------------------------------------------------------------------------------------
         FEE/CHARGE
Mortality & Expense                   0.50%                  1.50%                  0.50%
Risk Charge /4/
- --------------------------------------------------------------------------------------------------
Administration Charge /4/             0.15%                  0.15%                  0.15%
- --------------------------------------------------------------------------------------------------
Distribution Charge /5/          0.60% In Annuity             N/A              1.00% in Annuity
                                    Years 1-8                                     Years 1-10
- --------------------------------------------------------------------------------------------------
Settlement Service Charge /6/   1.40% (qualified);     1.40% (qualified);     1 40% (qualified);
                              1.00% (non-qualified)  1.00% (non-qualified)  1.00% (non-qualified)
- --------------------------------------------------------------------------------------------------
Total Annual Charges of          1.25% In Annuity            1.65%             1.65% in Annuity
The Sub-accounts                    Years 1-8;                                   Years 1-10;
(excluding settlement            0.65% In Annuity                              0.65% in Annuity
service charge)                 Years 9 and later                             Years 11 and later
- --------------------------------------------------------------------------------------------------



 1  Assessed annually on the Annuity's anniversary date or upon surrender. For
    beneficiaries who elect the non-qualified Beneficiary Continuation Option,
    the fee is only applicable if Account Value is less than $25,000.

 2  Only applicable if Account Value is less than $100,000. Fee may differ in
    certain States.

 3  These charges are deducted daily and apply to the Sub-accounts only.
 4  The combination of the Mortality and Expense Risk Charge and Administration
    Charge is referred to as the "Insurance Charge" elsewhere in this
    Prospectus.
 5  The Distribution Charge is 0.00% in Annuity Years 9+ for Optimum and in
    Annuity Years 11+ for Optimum Plus.
 6  The Mortality & Expense Risk Charge, the Administration Charge and the
    Distribution Charge (if applicable) do not apply if you are a beneficiary
    under the Beneficiary Continuation Option. The Settlement Service Charge
    applies only if your beneficiary elects the Beneficiary Continuation
    Option. The 1.00% and 1.40% charges set forth above are annual charges that
    are assessed against the Account Value in the Sub-accounts.



                                      7



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




- -----------------------------------------------------------------------------------------
                      YOUR OPTIONAL BENEFIT FEES AND CHARGES /1/
- -----------------------------------------------------------------------------------------
          OPTIONAL BENEFIT                 OPTIONAL        TOTAL      TOTAL      TOTAL
                                         BENEFIT FEE/     ANNUAL     ANNUAL     ANNUAL
                                            CHARGE       CHARGE /2/ CHARGE /2/ CHARGE /2/
                                                            for        for        for
                                                          OPTIMUM    OPTIMUM    OPTIMUM
                                                                      FOUR       PLUS
- -----------------------------------------------------------------------------------------
                                                                   
GUARANTEED RETURN OPTION & GRO PLUS    0.75% maximum /3/   1.50%      1.90%      1.90%
                                         0.25% current
                                            charge
- -----------------------------------------------------------------------------------------
GUARANTEED RETURN OPTION PLUS 2008     0.75% maximum /3/   1.60%      2.00%      2.00%
                                         0.35% current
                                            charge
- -----------------------------------------------------------------------------------------
HIGHEST DAILY GUARANTEED RETURN        0.75% maximum /3/   1.60%      2.00%      2.00%
OPTION (HD GRO)                          0.35% current
                                            charge
- -----------------------------------------------------------------------------------------
GUARANTEED MINIMUM WITHDRAWAL BENEFIT  1.00% maximum /3/   1.60%      2.00%      2.00%
(GMWB)                                   0.35% current
                                            charge
- -----------------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT      1.00% maximum /3/   1.25%      1.65%      1.65%
(GMIB)                                   0.50% current   +0.50% of  +0.50% of  +0.50% of
                                            charge          PIV        PIV        PIV
- -----------------------------------------------------------------------------------------
LIFETIME FIVE/SM/ INCOME BENEFIT       1.50% maximum /3/   1.85%      2.25%      2.25%
                                         0.60% current
                                            charge
- -----------------------------------------------------------------------------------------
SPOUSAL LIFETIME FIVE INCOME BENEFIT   1.50% maximum /3/   2.00%      2.40%      2.40%
                                         0.75% current
                                            charge
- -----------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME FIVE INCOME     1.50% maximum /3/   1.85%      2.25%      2.25%
BENEFIT                                  0.60% current
                                            charge
- -----------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME SEVEN INCOME    1.50% maximum /3/   1.25%      1.65%      1.65%
BENEFIT                                  0.60% current   +0.60% of  +0.60% of  +0.60% of
                                            charge          PWV        PWV        PWV
- -----------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME SEVEN   1.50% maximum /3/   1.25%      1.65%      1.65%
INCOME BENEFIT                           0.75% current   +0.75% of  +0.75% of  +0.75% of
                                            charge          PWV        PWV        PWV
- -----------------------------------------------------------------------------------------
ENHANCED BENEFICIARY PROTECTION DEATH        0.25%         1.50%      1.90%      1.90%
BENEFIT
- -----------------------------------------------------------------------------------------
HIGHEST ANNIVERSARY VALUE DEATH              0.25%         1.50%      1.90%      1.90%
BENEFIT ("HAV")
- -----------------------------------------------------------------------------------------
COMBINATION 5% ROLL-UP AND HAV DEATH         0.50%         1.75%      2.15%      2.15%
BENEFIT
- -----------------------------------------------------------------------------------------
HIGHEST DAILY VALUE DEATH BENEFIT            0.50%         1.75%      2.15%      2.15%
("HDV")
- -----------------------------------------------------------------------------------------
Please refer to the section of this Prospectus that describes each optional benefit for
a complete description of the benefit, including any restrictions or limitations that
may apply.
- -----------------------------------------------------------------------------------------




    HOW CHARGE IS DETERMINED
 1  Guaranteed Return Option and GRO Plus: Charge for each benefit is assessed
    against the average daily net assets of the Sub-accounts. For Optimum,
    1.50% total annual charge applies in Annuity years 1-8 and is 0.90%
    thereafter. For Optimum Four, 1.90% total annual charge applies in all
    Annuity years, and for Optimum Plus, 1.90% total annual charge applies in
    Annuity Years 1-10 and is 0.90% thereafter.
    GRO PLUS 2008: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. For Optimum, 1.60% total annual
    charge applies in Annuity years 1-8 and is 1.00% thereafter. For Optimum
    Four, 2.00% total annual charge applies in all Annuity years, and for
    Optimum Plus, 2.00% total annual charge applies in Annuity Years 1-10 and
    is 1.00% thereafter.


                                      8




    Highest Daily GRO: Charge for this benefit is assessed against the average
    daily net assets of the Sub-accounts. For Optimum, 1.60% total annual
    charge applies in Annuity years 1-8 and is 1.00% thereafter. For Optimum
    Four, 2.00% total annual charge applies in all Annuity years, and for
    Optimum Plus, 2.00% total annual charge applies in Annuity Years 1-10 and
    is 1.00% thereafter.
    Guaranteed Minimum Withdrawal Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For Optimum,
    1.60% total annual charge applies in Annuity years 1-8 and is 1.00%
    thereafter. For Optimum Four, 2.00% total annual charge applies in all
    Annuity years, and for Optimum Plus, 2.00% total annual charge applies in
    Annuity Years 1-10 and is 1.00% thereafter.
    Guaranteed Minimum Income Benefit: Charge for this benefit is assessed
    against the GMIB Protected Income Value ("PIV"). As discussed in the
    description of the benefit, the charge is taken out of the Sub-accounts and
    the Fixed Allocations. For Optimum, 0.50% of PIV is in addition to 1.25%
    annual charge in Annuity Years 1-8 and 0.65% thereafter. For Optimum Four,
    0.50% of PIV is in addition to 1.65% annual charge. For Optimum Plus, 0.50%
    of PIV is in addition to 1.65% annual charge in Annuity Years 1-10 and
    0.65% thereafter.
    Lifetime Five Income Benefit: Charge for this benefit is assessed against
    the average daily net assets of the Sub-accounts. For Optimum, 1.85% total
    annual charge applies in Annuity years 1-8 and is 1.25% thereafter. For
    Optimum Four, 2.25% total annual charge applies in all Annuity years, and
    for Optimum Plus, 2.25% total annual charge applies in Annuity Years 1-10
    and is 1.25% thereafter.
    Spousal Lifetime Five Income Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For Optimum,
    2.00% total annual charge applies in Annuity years 1-8 and is 1.40%
    thereafter. For Optimum Four, 2.40% total annual charge applies in all
    Annuity years, and for Optimum Plus, 2.40% total annual charge applies in
    Annuity Years 1-10 and is 1.40% thereafter.
    Highest Daily Lifetime Five Income Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For
    Optimum, 1.85% total annual charge applies in Annuity years 1-8 and is
    1.25% thereafter. For Optimum Four, 2.25% total annual charge applies in
    all Annuity years, and for Optimum Plus, 2.25% total annual charge applies
    in Annuity Years 1-10 and is 1.25% thereafter.
    Highest Daily Lifetime Seven Income Benefit: Charge for this benefit is
    assessed against the Protected Withdrawal Value ("PWV"). As discussed in
    the description of the benefit, the charge is taken out of the
    Sub-accounts. For Optimum, 0.60% of PWV is in addition to 1.25% annual
    charge in Annuity Years 1-8 and 0.65% thereafter. For Optimum Four, 0.60%
    of PWV is in addition to 1.65% annual charge. For Optimum Plus, 0.60% of
    PWV is in addition to 1.65 % annual charge in Annuity Years 1-10 and 0.65%
    thereafter.
    Spousal Highest Daily Lifetime Seven Income Benefit: Charge for this
    benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For Optimum, 0.75% of PWV is in addition to 1.25% annual
    charge in Annuity Years 1-8 and 0.65% thereafter. For Optimum Four, 0.75%
    of PWV is in addition to 1.65% annual charge. For Optimum Plus, 0.75% of
    PWV is in addition to 1.65% annual charge in Annuity Years 1-10 and 0.65%
    thereafter.
    Enhanced Beneficiary Protection Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For
    Optimum, 1.50% total annual charge applies in Annuity years 1-8 and is
    0.90% thereafter. For Optimum Four, 1.90% total annual charge applies in
    all Annuity years, and for Optimum Plus, 1.90% total annual charge applies
    in Annuity Years 1-10 and is 0.90% thereafter.
    Highest Anniversary Value Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For
    Optimum, 1.50% total annual charge applies in Annuity years 1-8 and is
    0.90% thereafter. For Optimum Four, 1.90% total annual charge applies in
    all Annuity years, and for Optimum Plus, 1.90% total annual charge applies
    in Annuity Years 1-10 and is 0.90% thereafter.
    Combination 5% roll-up and HAV Death Benefit: Charge for this benefit is
    assessed against the average daily net assets of the Sub-accounts. For
    Optimum, 1.75% total annual charge applies in Annuity years 1-8 and is
    1.15% thereafter. For Optimum Four, 2.15% total annual charge applies in
    all Annuity years, and for Optimum Plus, 2.15% total annual charge applies
    in Annuity Years 1-10 and is 1.15% thereafter.
    Highest Daily Value Death Benefit: Charge for this benefit is assessed
    against the average daily net assets of the Sub-accounts. For Optimum,
    1.75% total annual charge applies in Annuity years 1-8 and is 1.15%
    thereafter. For Optimum Four, 2.15% total annual charge applies in all
    Annuity years, and for Optimum Plus, 2.15% total annual charge applies in
    Annuity Years 1-10 and is 1.15% thereafter.
 2  The Total Annual Charge includes the Insurance Charge and Distribution
    Charge (if applicable) assessed against the average daily net assets
    allocated to the Sub-accounts. If you elect more than one optional benefit,
    the Total Annual Charge would be increased to include the charge for each
    optional benefit. With respect to GMIB, the 0.50% charge is assessed
    against the GMIB Protected Income Value. With respect to Highest Daily
    Lifetime Seven and Spousal Highest Daily Lifetime Seven, the 0.60% charge
    and 0.75% charge, respectively, is assessed against the Protected
    Withdrawal Value. With respect to each of Highest Daily Lifetime Seven and
    Spousal Highest Daily Lifetime Seven, one-fourth of the annual charge is
    deducted at the end of each quarter, where the quarters are part of years
    that have as their anniversary the date that the benefit was elected. These
    optional benefits are not available under the Beneficiary Continuation
    Option.
 3  We reserve the right to increase the charge to the maximum charge
    indicated, upon any step-up or reset under the benefit, or new election of
    the benefit. However, we have no present intention of doing so.

 The following table provides the range (minimum and maximum) of the total
 annual expenses for the underlying mutual funds ("Portfolios") as of
 December 31, 2007. Each figure is stated as a percentage of the underlying
 Portfolio's average daily net assets.





               -------------------------------------------------
                   TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES
               -------------------------------------------------
                                                 MINIMUM MAXIMUM
               -------------------------------------------------
                                                   
               Total Portfolio Operating Expense  0.59%   1.64%
               -------------------------------------------------



                                      9




 The following are the total annual expenses for each underlying mutual fund
 ("Portfolio") as of December 31, 2007, except as noted. The "Total Annual
 Portfolio Operating Expenses" reflect the combination of the underlying
 Portfolio's investment management fee, other expenses and any 12b-1 fees. Each
 figure is stated as a percentage of the underlying Portfolio's average daily
 net assets. There is no guarantee that actual expenses will be the same as
 those shown in the table. For certain of the underlying Portfolios, a portion
 of the management fee has been waived and/or other expenses have been
 partially reimbursed. The existence of any such fee waivers and/or
 reimbursements have been reflected in the footnotes. The following expenses
 are deducted by the underlying Portfolio before it provides Prudential
 Annuities with the daily net asset value. The underlying Portfolio information
 was provided by the underlying mutual funds and has not been independently
 verified by us. See the prospectuses or statements of additional information
 of the underlying Portfolios for further details. The current prospectus and
 statement of additional information for the underlying Portfolios can be
 obtained by calling 1-800-752-6342.





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

          (as a percentage of the average net assets of the underlying Portfolios)
- ---------------------------------------------------------------------------------------------
                                                For the year ended December 31, 2007
                                         ---------------------------------------------------
          UNDERLYING PORTFOLIO                                          Acquired      Total
                                                                        Portfolio    Annual
                                         Management  Other               Fees &     Portfolio
                                          Fee /4/   Expenses 12b-1 Fee Expenses /6/ Expenses
- ---------------------------------------------------------------------------------------------
                                                                     
Advanced Series Trust /1,3/
 AST AllianceBernstein Core Value          0.75%     0.11%     0.00%      0.00%       0.86%
 AST AllianceBernstein Growth & Income     0.75%     0.08%     0.00%      0.00%       0.83%
 AST Balanced Asset Allocation /2/         0.15%     0.01%     0.00%      0.90%       1.06%
 AST Bond Portfolio 2015 /5/               0.65%     0.99%     0.00%      0.00%       1.64%
 AST Bond Portfolio 2018 /5/               0.65%     0.99%     0.00%      0.00%       1.64%
 AST Bond Portfolio 2019 /5/               0.65%     0.99%     0.00%      0.00%       1.64%
 AST Capital Growth Asset Allocation /2/   0.15%     0.01%     0.00%      0.93%       1.09%
 AST Cohen & Steers Realty Portfolio       1.00%     0.12%     0.00%      0.00%       1.12%
 AST Conservative Asset Allocation /2/     0.15%     0.02%     0.00%      0.87%       1.04%
 AST Federated Aggressive Growth           0.95%     0.11%     0.00%      0.00%       1.06%
 AST Goldman Sachs Mid-Cap Growth          1.00%     0.12%     0.00%      0.00%       1.12%
 AST International Growth                  1.00%     0.11%     0.00%      0.00%       1.11%
 AST International Value                   1.00%     0.12%     0.00%      0.00%       1.12%
 AST Investment Grade Bond /5/             0.65%     0.99%     0.00%      0.00%       1.64%
 AST JPMorgan International Equity         0.87%     0.13%     0.00%      0.00%       1.00%
 AST Large-Cap Value                       0.75%     0.08%     0.00%      0.00%       0.83%
 AST Lord Abbett Bond-Debenture            0.80%     0.11%     0.00%      0.00%       0.91%
 AST Marsico Capital Growth                0.90%     0.08%     0.00%      0.00%       0.98%
 AST MFS Growth                            0.90%     0.12%     0.00%      0.00%       1.02%
 AST Mid-Cap Value                         0.95%     0.14%     0.00%      0.00%       1.09%
 AST Money Market                          0.50%     0.09%     0.00%      0.00%       0.59%
 AST Neuberger Berman Mid-Cap Growth       0.90%     0.10%     0.00%      0.00%       1.00%
 AST Neuberger Berman Mid-Cap Value        0.89%     0.10%     0.00%      0.00%       0.99%
 AST Neuberger Berman Small-Cap Growth     0.95%     0.12%     0.00%      0.00%       1.07%
 AST PIMCO Limited Maturity Bond           0.65%     0.11%     0.00%      0.00%       0.76%
 AST PIMCO Total Return Bond               0.65%     0.09%     0.00%      0.00%       0.74%
 AST Preservation Asset Allocation/ 2/     0.15%     0.03%     0.00%      0.82%       1.00%
 AST Small-Cap Growth                      0.90%     0.15%     0.00%      0.00%       1.05%
 AST Small-Cap Value                       0.90%     0.10%     0.00%      0.00%       1.00%
 AST T. Rowe Price Global Bond             0.80%     0.13%     0.00%      0.00%       0.93%
 AST T. Rowe Price Large-Cap Growth        0.88%     0.08%     0.00%      0.00%       0.96%
 AST Western Asset Core Plus Bond /5/      0.70%     0.10%     0.00%      0.02%       0.82%
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Evergreen Variable Annuity Trust /7/
 International Equity                      0.39%     0.24%     0.00%      0.00%       0.63%
 Omega                                     0.52%     0.19%     0.00%      0.00%       0.71%




 1  The Fund has entered into arrangements with the issuers of the variable
    insurance products offering the Portfolios under which the Fund compensates
    the issuers 0.10% for providing ongoing services to Portfolio shareholders
    in lieu of the Fund providing such services directly to
    shareholders. Amounts paid under these arrangements are included in "Other
    Expenses." Subject to the expense limitations set forth below, for each
    Portfolio of the Fund other than the Dynamic Asset Allocation Portfolios,
    0.03% of the 0.10% administrative services fee is voluntarily waived. The
    Dynamic Asset Allocation Portfolios do not directly pay any portion of the
    0.10% administrative service fee. The Acquired Portfolios in which the
    Dynamic Asset Allocation Portfolios invest,


                                      10




    however, are subject to the administrative services fee. Our reference
    above to the Dynamic Asset Allocation Portfolios refers to these
    portfolios: AST Balanced Asset Allocation, AST Capital Growth Asset
    Allocation, AST Conservative Asset Allocation, and AST Preservation Asset
    Allocation.
 2  Some of the Portfolios invest in other investment companies (the Acquired
    Portfolios). For example, each Dynamic Asset Allocation Portfolio invests
    primarily in shares of other Portfolios of Advanced Series Trust. Investors
    in a Portfolio indirectly bear the fees and expenses of the Acquired
    Portfolios. The expenses shown under "Acquired Portfolio Fees and Expenses"
    represent a weighted average of the expense ratios of the Acquired
    Portfolios in which each Portfolio invested during the year ended
    December 31, 2007. The Dynamic Asset Allocation Portfolios do not pay any
    transaction fees when purchasing or redeeming shares of the Acquired
    Portfolios. Our reference above to the Dynamic Asset Allocation Portfolios
    refers to these portfolios: AST Balanced Asset Allocation, AST Capital
    Growth Asset Allocation, AST Conservative Asset Allocation, and AST
    Preservation Asset Allocation.
 3  Prudential Investments LLC and AST Investment Services, Inc. have
    voluntarily agreed to waive a portion of their management fee and/or limit
    total expenses (expressed as an annual percentage of average daily
    net assets) for certain Portfolios of the Fund. These arrangements, which
    are set forth as follows, may be discontinued or otherwise modified at any
    time. AST Cohen & Steers Realty: 1.45%; AST Goldman Sachs Mid-Cap
    Growth: 1.12%; AST JPMorgan International Equity: 1.01%; AST International
    Value: 1.50%; AST Large-Cap Value: 1.20%; AST Lord Abbett
    Bond-Debenture: 0.88%; AST MFS Growth: 1.35%; AST Marsico Capital
    Growth: 1.35%; AST Mid-Cap Value: 1.45%; AST Money Market: 0.56%; AST
    Neuberger Berman Mid-Cap Growth: 1.25%; AST Neuberger Berman Mid-Cap Value:
    1.25%; AST PIMCO Total Return Bond: contractual Portfolio expense
    limit 1.05%, which can be discontinued or modified only by amending the
    contract; AST PIMCO Limited Maturity Bond: 1.05%; AST International
    Growth: 1.75%.
 4  The management fee rate shown in the "management fees" column represents
    the actual fee rate paid by the indicated Portfolio for the fiscal year
    ended December 31, 2007, except that the fee rate shown does not reflect
    the impact of any voluntary management fee waivers that may be applicable
    and which would result in a reduction in the fee rate paid by the
    Portfolio. The management fee rate for certain Portfolios may include
    "breakpoints" which are reduced fee rates that are applicable at specified
    levels of Portfolio assets; the effective fee rates shown in the table
    reflect and incorporate any fee "breakpoints" which may be applicable.
 5  The Western Asset Core Plus Bond Portfolio expenses are based on estimated
    expenses for 2008 and current period average daily net assets. The AST Bond
    Portfolio 2015, AST Bond Portfolio 2018, AST Bond Portfolio 2019 and the
    AST Investment Grade Bond Portfolio are based on estimated expenses for
    2008 at an estimated asset level.
 6  Acquired Fund Fees and Expenses are not fees or expenses incurred by the
    fund directly but are expenses of the investment companies in which the
    fund invests. You incur these fees and expenses indirectly through the
    valuation of the fund's investment in those investment companies. As a
    result, the Total Annual Portfolio Operating Expenses listed above may
    exceed the expense limit numbers. The impact of the acquired fund fees and
    expenses are included in the total returns of the Fund.
 7  The Total Annual Portfolio Operating Expenses excludes expense reductions.


                                      11



                               EXPENSE EXAMPLES


 These examples are intended to help you compare the cost of investing in one
 Prudential Annuity with the cost of investing in other Prudential Annuities
 and/or other variable annuities.


 Below are examples for each Annuity showing what you would pay in expenses at
 the end of the stated time periods had you invested $10,000 in the Annuity and
 your investment has a 5% return each year.

 The examples reflect the following fees and charges for each Annuity as
 described in "Summary of Contract Fees and Charges":
   .   Insurance Charge
   .   Distribution Charge (if applicable)
   .   Contingent Deferred Sales Charge (when and if applicable)
   .   Annual Maintenance Fee
   .   The maximum combination of optional benefit charges

 The examples also assume the following for the period shown:
   .   You allocate all of your Account Value to the Sub-account with the
       maximum total annual operating expenses, and those expenses remain the
       same each year*

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

   .   You make no withdrawals of Account Value
   .   You make no transfers, or other transactions for which we charge a fee
   .   No tax charge applies
   .   You elect the Lifetime Five Income Benefit, the Highest Daily Value
       Death Benefit and the Enhanced Beneficiary Protection Death Benefit
       (which are the maximum combination of optional benefit charges)
   .   For the Optimum Plus example, the Credit applicable to the Annuity is
       6.5% of the Purchase Payment**
   .   For the Optimum Four example, the Loyalty Credit applies to the Annuity
       and is equal to 2.75% of total Purchase Payments made during the first
       four Annuity years
   .   For the Optimum example, the Loyalty Credit applies to the Annuity and
       is equal to 0.50% of total Purchase Payment made during the first four
       Annuity years.

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

 *  Note: Not all portfolios offered as Sub-accounts may be available depending
    on optional benefit selection, the applicable jurisdiction and selling firm.
 ** The Credit that is applied to Purchase Payments received after the first
    Annuity Year is less than 6.5% (see "How do I Receive Credits?")

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

 Expense Examples are provided as follows: 1) if you surrender the Annuity at
 the end of the stated time period; 2) if you annuitize at the end of the
 stated time period; and 3) if you do not surrender your Annuity. A table of
 accumulation values appears in Appendix A to this Prospectus.

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




                                    1 yr  3 yrs  5 yrs  10 yrs
                  --------------------------------------------
                                            
                  OPTIMUM          $1,225 $2,228 $3,175 $5,274
                  --------------------------------------------
                  OPTIMUM FOUR     $1,368 $2,421 $2,959 $5,789
                  --------------------------------------------
                  OPTIMUM PLUS/ 2/ $1,488 $2,625 $3,643 $6,097
                  --------------------------------------------



 If you annuitize your annuity at the end of the applicable time period:/1/




                                    1 yr 3 yrs  5 yrs  10 yrs
                   ------------------------------------------
                                           
                   OPTIMUM           NA  $1,643 $2,725 $5,274
                   ------------------------------------------
                   OPTIMUM FOUR      NA  $1,791 $2,959 $5,789
                   ------------------------------------------
                   OPTIMUM PLUS/ 2/  NA      NA $3,067 $6,001
                   ------------------------------------------



                                      12




 If you do not surrender your annuity at the end of the applicable time period:





                                    1 yr 3 yrs  5 yrs  10 yrs
                   ------------------------------------------
                                           
                   OPTIMUM          $550 $1,643 $2,725 $5,274
                   ------------------------------------------
                   OPTIMUM FOUR     $603 $1,791 $2,959 $5,789
                   ------------------------------------------
                   OPTIMUM PLUS/ 2/ $624 $1,857 $3,067 $6,001
                   ------------------------------------------



 1. If you own Optimum Plus, you may not annuitize in the first Three
    (3) Annuity Years; if you own Optimum or Optimum Four, you may not
    annuitize in the first Annuity Year.
 2. Optimum Plus Annuities purchased prior to November 20, 2006 are subject to
    a different CDSC schedule.

                                      13



                              INVESTMENT OPTIONS

 WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

 Each variable investment option is a Sub-account of Prudential Annuities Life
 Assurance Corporation Variable Account B (see "What are Separate Accounts" for
 more detailed information). Each Sub-account invests exclusively in one
 Portfolio. You should carefully read the prospectus for any Portfolio in which
 you are interested. The following chart classifies each of the Portfolios
 based on our assessment of their investment style (as of the date of this
 Prospectus). The chart also provides a description of each Portfolio's
 investment objective (in italics) and a short, summary description of their
 key policies to assist you in determining which Portfolios may be of interest
 to you. There is no guarantee that any underlying Portfolio will meet its
 investment objective. Not all portfolios offered as Sub-accounts may be
 available depending on optional benefit selection, the applicable jurisdiction
 and selling firm. The Portfolios that you select are your choice - we do not
 provide investment advice, and we do not recommend or endorse any particular
 Portfolio. Please see the General Information section of this prospectus,
 under the heading concerning "service fees" for a discussion of fees that we
 may receive from underlying mutual funds and/or their families.

 When you purchase one of the Annuities, you will be required to participate in
 LPL's asset allocation program which does not utilize all of the investment
 options available under the Annuities. Unless you have elected an optional
 benefit that requires you to stay in the asset allocation program, you will be
 permitted to transfer Account Value out of the asset allocation program
 subsequent to the Issue Date. Currently, the following optional benefits
 require that you maintain your Account Value in one or more of the asset
 allocation programs: Lifetime Five, Spousal Lifetime Five, Highest Daily
 Lifetime Five, Highest Daily Lifetime Seven, Spousal Highest Daily Lifetime
 Seven, GRO Plus 2008, Highest Daily GRO, and the Highest Daily Value death
 benefit. The asset allocation program is offered by LPL. We have not designed
 the models or the program, and we are not responsible for them. Our role is
 limited to administering the model you select. For additional information, are
 Appendix C - "Additional Information on Asset Allocation Programs." If your
 Annuity is no longer held through LPL, we will not require you to continue to
 participate in LPL's asset allocation program. In that event, you will be
 permitted to allocate your Account Value to any permitted Portfolio (unless
 you are obligated to invest in specified Portfolios to participate in an
 optional benefit).

 The name of the advisor/sub-advisor for each Portfolio appears next to the
 description. Those Portfolios whose name includes the prefix "AST" are
 Portfolios of Advanced Series Trust. The investment managers for AST are AST
 Investment Services, Inc., a Prudential Financial Company, and Prudential
 Investments LLC, both of which are affiliated companies of Prudential
 Annuities. However, a sub-advisor, as noted below, is engaged to conduct
 day-to-day management.


 The Portfolios are not publicly traded mutual funds. They are only available
 as investment options in variable annuity contracts and variable life
 insurance policies issued by insurance companies, or in some cases, to
 participants in certain qualified retirement plans. However, some of the
 Portfolios available as Sub-accounts under the Annuities are managed by the
 same portfolio advisor or sub-advisor as a retail mutual fund of the same or
 similar name that the Portfolio may have been modeled after at its inception.
 Certain retail mutual funds may also have been modeled after a Portfolio.
 While the investment objective and policies of the retail mutual funds and the
 Portfolios may be substantially similar, the actual investments will differ to
 varying degrees. Differences in the performance of the funds can be expected,
 and in some cases could be substantial. You should not compare the performance
 of a publicly traded mutual fund with the performance of any similarly named
 Portfolio offered as a Sub-account. Details about the investment objectives,
 policies, risks, costs and management of the Portfolios are found in the
 prospectuses for the underlying mutual funds. The current prospectus and
 statement of additional information for the underlying Portfolios can be
 obtained by calling 1-800-752-6342.




      -------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
       TYPE                                               ADVISOR/
                                                         SUB-ADVISOR
      -------------------------------------------------------------------
                       ADVANCED SERIES TRUST
      -------------------------------------------------------------------
       LARGE    AST AllianceBernstein Core Value       AllianceBernstein
       CAP      Portfolio: seeks long-term capital           L.P.
       VALUE    growth by investing primarily in
                common stocks. The subadviser
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound.
                The subadviser seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
      -------------------------------------------------------------------
       LARGE    AST AllianceBernstein Growth &         AllianceBernstein
       CAP      Income Portfolio: seeks long-term            L.P.
       VALUE    growth of capital and income while
                attempting to avoid excessive
                fluctuations in market value. The
                Portfolio normally will invest in
                common stocks (and securities
                convertible into common stocks). The
                subadviser will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects.
      -------------------------------------------------------------------


                                      14




     ----------------------------------------------------------------------
       STYLE/        INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
     ----------------------------------------------------------------------
     ----------------------------------------------------------------------
       ASSET      AST Balanced Asset Allocation                AST
      ALLOCA-     Portfolio: seeks the highest              INVESTMENT
       TION/      potential total return consistent       SERVICES, INC.
      BALANCED    with its specified level of risk         & PRUDENTIAL
                  tolerance. The Portfolio will invest     INVESTMENTS
                  its assets in several other Advanced         LLC/
                  Series Trust Portfolios. Under            PRUDENTIAL
                  normal market conditions, the            INVESTMENTS
                  Portfolio will devote approximately          LLC
                  75% of its net assets to underlying
                  portfolios investing primarily in
                  equity securities (with a range of
                  67.5% to 80%), and 25% of its net
                  assets to underlying portfolios
                  investing primarily in debt
                  securities and money market
                  instruments (with a range of 20.0%
                  to 32.5%).
     ----------------------------------------------------------------------
       FIXED      AST Bond Portfolio 2015: seeks the        Prudential
       INCOME     highest potential total return            Investment
                  consistent with its specified level    Management, Inc.
                  of risk tolerance to meet the
                  parameters established to support
                  the GRO benefits and maintain
                  liquidity to support changes in
                  market conditions for a fixed
                  maturity of 2015. Please note that
                  you may not make purchase payments
                  to this Portfolio, and that this
                  Portfolio is available only with
                  certain living benefits.
     ----------------------------------------------------------------------
       FIXED      AST Bond Portfolio 2018: seeks the        Prudential
       INCOME     highest potential total return            Investment
                  consistent with its specified level    Management, Inc.
                  of risk tolerance to meet the
                  parameters established to support
                  the GRO benefits and maintain
                  liquidity to support changes in
                  market conditions for a fixed
                  maturity of 2018. Please note that
                  you may not make purchase payments
                  to this Portfolio, and that this
                  Portfolio is available only with
                  certain living benefits.
     ----------------------------------------------------------------------
       FIXED      AST Bond Portfolio 2019: seeks the        Prudential
       INCOME     highest potential total return            Investment
                  consistent with its specified level    Management, Inc.
                  of risk tolerance to meet the
                  parameters established to support
                  the GRO benefits and maintain
                  liquidity to support changes in
                  market conditions for a fixed
                  maturity of 2019. Please note that
                  you may not make purchase payments
                  to this Portfolio, and that this
                  Portfolio is available only with
                  certain living benefits.
     ----------------------------------------------------------------------
       ASSET      AST Capital Growth Asset Allocation          AST
      ALLOCA-     Portfolio: seeks the highest              INVESTMENT
       TION/      potential total return consistent       SERVICES, INC.
      BALANCED    with its specified level of risk         & PRUDENTIAL
                  tolerance. The Portfolio will invest     INVESTMENTS
                  its assets in several other Advanced         LLC/
                  Series Trust Portfolios. Under            PRUDENTIAL
                  normal market conditions, the            INVESTMENTS
                  Portfolio will devote approximately          LLC
                  65% of its net assets to underlying
                  portfolios investing primarily in
                  equity securities (with a range of
                  57.5% to 72.5%, and 35% of its net
                  assets to underlying portfolios
                  investing primarily in debt
                  securities and money market
                  instruments (with a range of 27.5%
                  to 42.5%).
     ----------------------------------------------------------------------
      SPECIALTY   AST Cohen & Steers Realty Portfolio:    Cohen & Steers
                  seeks to maximize total return             Capital
                  through investment in real estate      Management, Inc.
                  securities. The Portfolio pursues
                  its investment objective by
                  investing, under normal
                  circumstances, at least 80% of its
                  net assets in common stocks and
                  other equity securities issued by
                  real estate companies, such as real
                  estate investment trusts (REITs).
                  Under normal circumstances, the
                  Portfolio will invest substantially
                  all of its assets in the equity
                  securities of real estate companies,
                  i.e., a company that derives at
                  least 50% of its revenues from the
                  ownership, construction, financing,
                  management or sale of real estate or
                  that has at least 50% of its assets
                  in real estate. Real estate
                  companies may include real estate
                  investment trusts (REITs).
     ----------------------------------------------------------------------
       ASSET      AST Conservative Asset Allocation            AST
      ALLOCA-     Portfolio: seeks the highest              INVESTMENT
       TION/      potential total return consistent       SERVICES, INC.
      BALANCED    with its specified level of risk         & PRUDENTIAL
                  tolerance. The Portfolio will invest     INVESTMENTS
                  its assets in several other Advanced         LLC/
                  Series Trust Portfolios. Under            PRUDENTIAL
                  normal market conditions, the            INVESTMENTS
                  Portfolio will devote approximately          LLC
                  55% of its net assets to underlying
                  portfolios investing primarily in
                  equity securities (with a range of
                  47.5% to 62.5%), and 45% of its net
                  assets to underlying portfolios
                  investing primarily in debt
                  securities and money market
                  instruments (with a range of 37.5%
                  to 52.5%.
     ----------------------------------------------------------------------
       SMALL      AST Federated Aggressive Growth        Federated Equity
        CAP       Portfolio: seeks capital growth. The      Management
       GROWTH     Portfolio pursues its investment          Company of
                  objective by investing primarily in     Pennsylvania/
                  the stocks of small companies that     Federated Global
                  are traded on national security           Investment
                  exchanges, NASDAQ stock exchange and   Management Corp.;
                  the over-the-counter-market. Small      Federated MDTA
                  companies will be defined as                 LLC
                  companies with market
                  capitalizations similar to companies
                  in the Russell 2000 Growth Index.
     ----------------------------------------------------------------------


                                      15




     ----------------------------------------------------------------------
      STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                 ADVISOR/
                                                           SUB-ADVISOR
     ----------------------------------------------------------------------
        MID      AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
        CAP      Portfolio: seeks long-term capital     Asset Management,
      GROWTH     growth. The Portfolio pursues its            L.P.
                 investment objective, by investing
                 primarily in equity securities
                 selected for their growth potential,
                 and normally invests at least 80% of
                 the value of its assets in
                 medium-sized companies. Medium-sized
                 companies are those whose market
                 capitalizations (measured at the
                 time of investment) fall within the
                 range of companies in the Russell
                 Mid-cap Growth Index. The subadviser
                 seeks to identify individual
                 companies with earnings growth
                 potential that may not be recognized
                 by the market at large.
     ----------------------------------------------------------------------
      INTER-     AST International Growth Portfolio:     Marsico Capital
      NATIONAL   seeks long-term capital growth.        Management, LLC;
      EQUITY     Under normal circumstances, the         William Blair &
                 Portfolio invests at least 80% of        Company, LLC
                 the value of its assets in
                 securities of issuers that are
                 economically tied to countries other
                 than the United States. Although the
                 Portfolio intends to invest at least
                 80% of its assets in the securities
                 of issuers located outside the
                 United States, it may at times
                 invest in U.S. issuers and it may
                 invest all of its assets in fewer
                 than five countries or even a single
                 country. The Portfolio looks
                 primarily for stocks of companies
                 whose earnings are growing at a
                 faster rate than other companies or
                 which offer attractive growth.
     ----------------------------------------------------------------------
      INTER-     AST International Value Portfolio:         LSV Asset
      NATIONAL   seeks long-term capital                   Management;
      EQUITY     appreciation. The Portfolio normally       Thornburg
                 invests at least 80% of the               Investment
                 Portfolio's assets in equity           Management, Inc.
                 securities. The Portfolio will
                 invest at least 65% of its net
                 assets in the equity securities of
                 companies in at least three
                 different countries, without limit
                 as to the amount of assets that may
                 be invested in a single country.
     ----------------------------------------------------------------------
       FIXED     AST Investment Grade Bond Portfolio:      Prudential
      INCOME     seeks the highest potential total         Investment
                 return consistent with its specified   Management, Inc.
                 level of risk tolerance to meet the
                 parameters established to support
                 the Highest Daily Lifetime Seven
                 benefits and maintain liquidity to
                 support changes in market conditions
                 for a fixed duration (weighted
                 average maturity) of about 6 years.
                 Please note that you may not make
                 purchase payments to this Portfolio,
                 and that this Portfolio is available
                 only with certain living benefits.
     ----------------------------------------------------------------------
      INTER-     AST JPMorgan International Equity         J.P. Morgan
      NATIONAL   Portfolio: seeks long-term capital        Investment
      EQUITY     growth by investing in a diversified   Management, Inc.
                 portfolio of international equity
                 securities. The Portfolio seeks to
                 meet its objective by investing,
                 under normal market conditions, at
                 least 80% of its assets in a
                 diversified portfolio of equity
                 securities of companies located or
                 operating in developed non-U.S.
                 countries and emerging markets of
                 the world. The equity securities
                 will ordinarily be traded on a
                 recognized foreign securities
                 exchange or traded in a foreign
                 over-the-counter market in the
                 country where the issuer is
                 principally based, but may also be
                 traded in other countries including
                 the United States.
     ----------------------------------------------------------------------
       LARGE     AST Large-Cap Value Portfolio: seeks     Dreman Value
        CAP      current income and long-term growth     Management LLC;
       VALUE     of income, as well as capital          Hotchkis and Wiley
                 appreciation. The Portfolio invests,        Capital
                 under normal circumstances, at least    Management LLC;
                 80% of its net assets in common           J.P. Morgan
                 stocks of large capitalization            Investment
                 companies. Large capitalization        Management, Inc.
                 companies are those companies with
                 market capitalizations within the
                 market capitalization range of the
                 Russell 1000 Value Index.
     ----------------------------------------------------------------------
       FIXED     AST Lord Abbett Bond-Debenture         Lord, Abbett & Co.
      INCOME     Portfolio: seeks high current income          LLC
                 and the opportunity for capital
                 appreciation to produce a high total
                 return. The Portfolio invests, under
                 normal circumstances, at least 80%
                 of the value of its assets in fixed
                 income securities. The Portfolio
                 allocates its assets principally
                 among fixed income securities in
                 four market sectors: U.S. investment
                 grade securities, U.S. high yield
                 securities, foreign securities
                 (including emerging market
                 securities) and convertible
                 securities. Under normal
                 circumstances, the Portfolio invests
                 in each of the four sectors
                 described above. However, the
                 Portfolio may invest substantially
                 all of its assets in any one sector
                 at any time, subject to the
                 limitation that at least 20% of the
                 Portfolio's net assets must be
                 invested in any combination of
                 investment grade debt securities,
                 U.S. Government securities and cash
                 equivalents. The Portfolio may also
                 make significant investments in
                 mortgage-backed securities. Although
                 the Portfolio expects to maintain a
                 weighted average maturity in the
                 range of five to twelve years, there
                 are no restrictions on the overall
                 Portfolio or on individual
                 securities. The Portfolio may invest
                 up to 20% of its net assets in
                 equity securities.
     ----------------------------------------------------------------------


                                      16




      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
       TYPE                                                ADVISOR/
                                                          SUB-ADVISOR
      --------------------------------------------------------------------
       LARGE    AST Marsico Capital Growth              Marsico Capital
        CAP     Portfolio: seeks capital growth.        Management, LLC
       GROWTH   Income realization is not an
                investment objective and any income
                realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in common stocks of large companies
                that are selected for their growth
                potential. Large capitalization
                companies are companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Growth Index. In selecting
                investments for the Portfolio, the
                subadviser uses an approach that
                combines "top down" macroeconomic
                analysis with "bottom up" stock
                selection. The "top down" approach
                identifies sectors, industries and
                companies that may benefit from the
                trends the subadviser has observed.
                The subadviser then looks for
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large,
                utilizing a "bottom up" stock
                selection process. The Portfolio
                will normally hold a core position
                of between 35 and 50 common stocks.
                The Portfolio may hold a limited
                number of additional common stocks
                at times when the Portfolio manager
                is accumulating new positions,
                phasing out existing or responding
                to exceptional market conditions.
      --------------------------------------------------------------------
       LARGE    AST MFS Growth Portfolio: seeks          Massachusetts
        CAP     long-term capital growth and future,   Financial Services
       GROWTH   rather than current income. Under           Company
                normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in common stocks and
                related securities, such as
                preferred stocks, convertible
                securities and depositary receipts,
                of companies that the subadviser
                believes offer better than average
                prospects for long-term growth. The
                subadviser uses a "bottom up" as
                opposed to a "top down" investment
                style in managing the Portfolio.
      --------------------------------------------------------------------
        MID     AST Mid Cap Value Portfolio: seeks     EARNEST Partners
        CAP     to provide capital growth by              LLC; WEDGE
       VALUE    investing primarily in                      Capital
                mid-capitalization stocks that          Management, LLP
                appear to be undervalued. The
                Portfolio generally invests, under
                normal circumstances, at least 80%
                of the value of its net assets in
                mid- capitalization companies.
                Mid-capitalization companies are
                generally those that have market
                capitalizations, at the time of
                purchase, within the market
                capitalization range of companies
                included in the Russell Midcap Value
                Index during the previous 12-months
                based on month-end data.
      --------------------------------------------------------------------
       FIXED    AST Money Market Portfolio: seeks         Prudential
       INCOME   high current income while                 Investment
                maintaining high levels of             Management, Inc.
                liquidity. The Portfolio invests in
                high-quality, short-term, U.S.
                dollar denominated corporate, bank
                and government obligations. The
                Portfolio will invest in securities
                which have effective maturities of
                not more than 397 days.
      --------------------------------------------------------------------
        MID     AST Neuberger Berman Mid-Cap Growth    Neuberger Berman
        CAP     Portfolio: seeks capital growth.        Management Inc.
       GROWTH   Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of mid-capitalization companies.
                Mid-capitalization companies are
                those companies whose market
                capitalization is within the range
                of market capitalizations of
                companies in the Russell Midcap(R)
                Growth Index. Using fundamental
                research and quantitative analysis,
                the subadviser looks for
                fast-growing companies that are in
                new or rapidly evolving industries.
      --------------------------------------------------------------------
        MID     AST Neuberger Berman Mid-Cap Value     Neuberger Berman
        CAP     Portfolio: seeks capital growth.        Management Inc.
       VALUE    Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of medium capitalization companies.
                For purposes of the Portfolio,
                companies with market
                capitalizations that fall within the
                range of the Russell Midcap(R) Index
                at the time of investment are
                considered medium capitalization
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies.
                Under the Portfolio's value-oriented
                investment approach, the subadviser
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
      --------------------------------------------------------------------


                                      17




    -----------------------------------------------------------------------
     STYLE/        INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
      TYPE                                                 ADVISOR/
                                                          SUB-ADVISOR
    -----------------------------------------------------------------------
      SMALL     AST Neuberger Berman Small-Cap          Neuberger Berman
       CAP      Growth Portfolio: seeks maximum         Management Inc.
     GROWTH     growth of investors' capital from a
                portfolio of growth stocks of
                smaller companies. The Portfolio
                pursues its objective, under normal
                circumstances, by primarily
                investing at least 80% of its total
                assets in the equity securities of
                small-sized companies included in
                the Russell 2000 Growth(R) Index.
    -----------------------------------------------------------------------
      FIXED     AST PIMCO Limited Maturity Bond        Pacific Investment
     INCOME     Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will
                invest in a portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a one- to
                three- year time frame based on the
                subadviser's forecast for interest
                rates.
    -----------------------------------------------------------------------
      FIXED     AST PIMCO Total Return Bond            Pacific Investment
     INCOME     Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will
                invest in a portfolio of
                fixed-income investment instruments
                of varying maturities.
    -----------------------------------------------------------------------
      ASSET     AST Preservation Asset Allocation             AST
     ALLOCA-    Portfolio: seeks the highest               INVESTMENT
      TION/     potential total return consistent        SERVICES, INC.
     BALANCED   with its specified level of risk          & PRUDENTIAL
                tolerance. The Portfolio will invest      INVESTMENTS
                its assets in several other Advanced         LLC /
                Series Trust Portfolios. Under             PRUDENTIAL
                normal market conditions, the             INVESTMENTS
                Portfolio will devote approximately           LLC
                35% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                27.5% to 42.5%), and 65% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments (with a range of 57.5%
                to 72.5%.
    -----------------------------------------------------------------------
      SMALL     AST Small-Cap Growth Portfolio:           Eagle Asset
       CAP      seeks long-term capital growth. The       Management;
     GROWTH     Portfolio pursues its objective by      Neuberger Berman
                investing, under normal                 Management Inc.
                circumstances, at least 80% of the
                value of its assets in
                small-capitalization companies.
                Small-capitalization companies are
                those companies with a market
                capitalization, at the time of
                purchase, no larger than the largest
                capitalized company included in the
                Russell 2000(R) Index at the time of
                the Portfolio's investment.
    -----------------------------------------------------------------------
      SMALL     AST Small-Cap Value Portfolio: seeks      ClearBridge
       CAP      to provide long-term capital growth      Advisors, LLC;
      VALUE     by investing primarily in                 Dreman Value
                small-capitalization stocks that        Management LLC;
                appear to be undervalued. The             J.P. Morgan
                Portfolio invests, under normal            Investment
                circumstances, at least 80% of the     Management, Inc.;
                value of its net assets in small           Lee Munder
                capitalization stocks. Small            Investments, Ltd
                capitalization stocks are the stocks
                of companies with market
                capitalization that are within the
                market capitalization range of the
                Russell 2000(R) Value Index.
    -----------------------------------------------------------------------
      FIXED     AST T. Rowe Price Global Bond            T. Rowe Price
     INCOME     Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign
                and U.S. dollar-denominated bonds.
                The Portfolio will invest at least
                80% of its total assets in fixed
                income securities. The Portfolio
                invests in all types of bonds,
                including those issued or guaranteed
                by U.S. or foreign governments or
                their agencies and by foreign
                authorities, provinces and
                municipalities as well as investment
                grade corporate bonds, mortgage and
                asset-backed securities, and
                high-yield bonds of U.S. and foreign
                issuers. The Portfolio generally
                invests in countries where the
                combination of fixed-income returns
                and currency exchange rates appears
                attractive, or, if the currency
                trend is unfavorable, where the
                subadviser believes that the
                currency risk can be minimized
                through hedging. The Portfolio may
                also invest up to 20% of its assets
                in the aggregate in below
                investment-grade, high-risk bonds
                ("junk bonds"). In addition, the
                Portfolio may invest up to 30% of
                its assets in mortgage- related
                (including mortgage dollar rolls and
                derivatives, such as collateralized
                mortgage obligations and stripped
                mortgage securities) and
                asset-backed securities.
    -----------------------------------------------------------------------


                                      18




     ---------------------------------------------------------------------
       STYLE/        INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
     ---------------------------------------------------------------------
       LARGE      AST T. Rowe Price Large-Cap Growth      T. Rowe Price
        CAP       Portfolio: seeks long-term growth of   Associates, Inc.
       GROWTH     capital by investing predominantly
                  in the equity securities of a
                  limited number of large, carefully
                  selected, high-quality U.S.
                  companies that are judged likely to
                  achieve superior earnings growth.
                  The Portfolio takes a growth
                  approach to investment selection and
                  normally invests at least 80% of its
                  net assets in the common stocks of
                  large companies. Large companies are
                  defined as those whose market cap is
                  larger than the median market cap of
                  companies in the Russell 1000 Growth
                  Index as of the time of purchase.
     ---------------------------------------------------------------------
       FIXED      AST Western Asset Core Plus Bond        Western Asset
       INCOME     Portfolio: seeks to maximize total       Management
                  return, consistent with prudent            Company
                  investment management and liquidity
                  needs, by investing to obtain its
                  average specified duration. The
                  Portfolio's current target average
                  duration is generally 2.5 to 7
                  years. The Portfolio pursues this
                  objective by investing in all major
                  fixed income sectors with a bias
                  towards non-Treasuries.
     ---------------------------------------------------------------------
                    Evergreen Variable Annuity Trust
     ---------------------------------------------------------------------
       INTER-     Evergreen VA International Equity:        Evergreen
      NATIONAL    seeks long-term capital growth and       Investment
       EQUITY     secondarily, modest income. The          Management
                  Portfolio will normally invest at       Company, LLC
                  least 80% of its assets in equity
                  securities issued by , in the
                  manager's opinion, established and
                  quality non-U.S. companies located
                  in countries with developed markets.
                  The Portfolio may purchase
                  securities across all market
                  capitalizations. The Portfolio
                  normally invests at least 65% of its
                  assets in securities of companies in
                  at least three countries (other than
                  the U.S.). The Portfolio may also
                  invest in emerging markets. The
                  Portfolio's managers seek both
                  growth and value opportunities For
                  growth investments, the Portfolio's
                  manager seeks, among other things,
                  good business models, good
                  management and growth in cash flows.
                  For value investments, the
                  Portfolio's manager seeks, among
                  other things, companies that are
                  undervalued in the marketplace
                  compared to their assets. The
                  Portfolio normally intends to seek
                  modest income from dividends paid by
                  its equity holdings. Other than cash
                  and cash equivalents, the Portfolio
                  intends to invest substantially all
                  of its assets in the securities of
                  non-U.S. issuers.
     ---------------------------------------------------------------------
      SPECIALTY   Evergreen VA Omega: seeks long-term       Evergreen
                  capital growth. The Portfolio            Investment
                  invests primarily, and under normal      Management
                  conditions substantially all of its     Company, LLC
                  assets, in common stocks of U.S.
                  companies across any market
                  capitalizations. The Portfolio's
                  manager employs a growth style of
                  equity management that seeks to
                  emphasizes companies with cash flow
                  growth, sustainable competitive
                  advantages, returns on invested
                  capital above their cost of capital
                  and the ability to manage for
                  profitable growth that can create
                  long-term value for shareholders.
     ---------------------------------------------------------------------


 WHAT ARE THE FIXED ALLOCATIONS?
 We offer Fixed Allocations of different durations during the accumulation
 period. These "Fixed Allocations" earn a guaranteed fixed rate of interest for
 a specified period of time, called the "Guarantee Period." In most states, we
 offer Fixed Allocations with Guarantee Periods from 1 to 10 years. We may also
 offer special purpose Fixed Allocations for use with certain optional
 investment programs. We guarantee the fixed rate for the entire Guarantee
 Period. However, if you withdraw or transfer Account Value before the end of
 the Guarantee Period, we will adjust the value of your withdrawal or transfer
 based on a formula, called a "Market Value Adjustment." The Market Value
 Adjustment can either be positive or negative, depending on the movement of
 applicable interest rates payable on Strips of the appropriate duration.
 Please refer to the section entitled "How does the Market Value Adjustment
 Work?" for a description of the formula along with examples of how it is
 calculated. You may allocate Account Value to more than one Fixed Allocation
 at a time. We may restrict your ability to allocate Account Value to Fixed
 Allocations if you elect certain optional benefits. The interest rate that we
 credit to the Fixed Allocations may be reduced by an amount that corresponds
 to the asset-based charges assessed against the Sub-accounts.


 Fixed Allocations may not be available in all states. Availability of Fixed
 Allocations is subject to change and may differ by state and by the annuity
 product you purchase. Please call Prudential Annuities at 1-800-752-6342 to
 determine availability of Fixed Allocations in your state and for your annuity
 product.


                                      19



                               FEES AND CHARGES


 The charges under each Annuity are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under each Annuity. They are also designed, in the aggregate, to compensate us
 for the risks of loss we assume. If, as we expect, the charges that we collect
 from the Annuities exceed our total costs in connection with the Annuities, we
 will earn a profit. Otherwise we will incur a loss. For example, Prudential
 Annuities may make a profit on the Insurance Charge if, over time, the actual
 costs of providing the guaranteed insurance obligations under an Annuity are
 less than the amount we deduct for the Insurance Charge. To the extent we make
 a profit on the Insurance Charge, such profit may be used for any other
 corporate purpose, including payment of other expenses that Prudential
 Annuities incurs in promoting, distributing, issuing and administering an
 Annuity and to offset a portion of the costs associated with offering any
 Credits which are funded through Prudential Annuities' general account.

 The rates of certain of our charges have been set with reference to estimates
 of the amount of specific types of expenses or risks that we will incur. In
 most cases, this prospectus identifies such expenses or risks in the name of
 the charge; however, the fact that any charge bears the name of, or is
 designed primarily to defray a particular expense or risk does not mean that
 the amount we collect from that charge will never be more than the amount of
 such expense or risk, nor does it mean that we may not also be compensated for
 such expense or risk out of any other charges we are permitted to deduct by
 the terms of the Annuity. A portion of the proceeds that Prudential Annuities
 receives from charges that apply to the Sub-accounts may include amounts based
 on market appreciation of the Sub-account values including appreciation on
 amounts that represent any Credits.


 WHAT ARE THE CONTRACT FEES AND CHARGES?

 Contingent Deferred Sales Charge: We do not deduct a sales charge from
 Purchase Payments you make to your Annuity. However, we may deduct a CDSC if
 you surrender your Annuity or when you make a partial withdrawal. The CDSC
 reimburses us for expenses related to sales and distribution of the Annuity,
 including commissions, marketing materials and other promotional expenses. The
 CDSC is calculated as a percentage of your Purchase Payment being surrendered
 or withdrawn during the applicable Annuity Year. For purposes of calculating
 the CDSC, we consider the year following the Issue Date of your Annuity as
 Year 1. The amount of the CDSC decreases over time, measured from the Issue
 Date of the Annuity. The CDSC percentages for each Annuity are shown under
 "Summary of Contract Fees and Charges". If you purchase Optimum Plus and make
 a withdrawal that is subject to a CDSC, we may use part of that CDSC to recoup
 our costs of providing the Credit. However, we do not impose any CDSC on your
 withdrawal of a Credit amount.

 With respect to a partial withdrawal, we calculate the CDSC by assuming that
 any available free withdrawal amount is taken out first (see How Much Can I
 Withdraw as a Free Withdrawal?). If the free withdrawal amount is not
 sufficient, we then assume that withdrawals are taken from Purchase Payments
 that have not been previously withdrawn, on a first-in, first-out basis, and
 subsequently from any other Account Value in the Annuity.

 For purposes of calculating any applicable CDSC on a surrender, the Purchase
 Payments being withdrawn may be greater than your remaining Account Value or
 the amount of your withdrawal request. This is most likely to occur if you
 have made prior partial withdrawals or if your Account Value has declined in
 value due to negative market performance. In that scenario, we would determine
 the CDSC amount as the applicable percentage of the Purchase Payments being
 withdrawn, rather than as a percentage of the remaining Account Value or
 withdrawal request. Thus, the CDSC would be greater than if it were calculated
 as a percentage of remaining Account Value or withdrawal amount.

 We may waive any applicable CDSC under certain circumstances including,
 certain medically-related circumstances or when taking a Minimum Distribution
 from an Annuity purchased as a "qualified" investment. Free Withdrawals,
 Medically-Related Surrenders and Minimum Distributions are each explained more
 fully in the section entitled "Access to Your Account Value".


 Transfer Fee: Currently, you may make twenty (20) free transfers between
 investment options each Annuity Year. We will charge $10.00 for each transfer
 after the twentieth in each Annuity Year. We do not consider transfers made as
 part of a Dollar Cost Averaging, Automatic Rebalancing or asset allocation
 program when we count the twenty free transfers. All transfers made on the
 same day will be treated as one (1) transfer. Renewals or transfers of Account
 Value from a Fixed Allocation at the end of its Guarantee Period are not
 subject to the Transfer Fee and are not counted toward the twenty free
 transfers. We may reduce the number of free transfers allowable each Annuity
 Year (subject to a minimum of eight) without charging a Transfer Fee unless
 you make use of electronic means to transmit your transfer requests. We may
 eliminate the Transfer Fee for transfer requests transmitted electronically or
 through other means that reduce our processing costs. If you are enrolled in
 any program that does not permit transfer requests to be transmitted
 electronically, the Transfer Fee will not be waived.


 Annual Maintenance Fee: During the accumulation period we deduct an Annual
 Maintenance Fee. The Annual Maintenance Fee is $35.00 or 2% of your Account
 Value invested in the Sub-accounts, whichever is less. This fee will be
 deducted annually on the anniversary of the Issue Date of your Annuity or, if
 you surrender your Annuity during the Annuity Year, the fee is deducted at the
 time of surrender. With respect to Optimum and Optimum Four, currently, the
 Annual Maintenance Fee is only deducted if your

                                      20



 Account Value is less than $100,000 on the anniversary of the Issue Date or at
 the time of surrender. With respect to Optimum Plus, we deduct the Annual
 Maintenance Fee regardless of Account Value. We do not impose the Annual
 Maintenance Fee upon annuitization, the payment of a Death Benefit, or a
 medically-rated full surrender. We may increase the Annual Maintenance Fee.
 However, any increase will only apply to Annuities issued after the date of
 the increase. For beneficiaries that elect the Beneficiary Continuation
 Option, the Annual Maintenance Fee is the lesser of $30 or 2% of Account
 Value. For a non-qualified Beneficiary Continuation Option, the fee is only
 applicable if the Account Value is less than $25,000 at the time the fee is
 assessed.


 Tax Charge: Several states and some municipalities charge premium taxes or
 similar taxes on annuities that we are required to pay. The amount of tax will
 vary from jurisdiction to jurisdiction and is subject to change. The tax
 charge currently ranges up to 3 1/2% of your Purchase Payment and is designed
 to approximate the taxes that we are required to pay. We reserve the right to
 deduct the charge either at the time the tax is imposed, upon a full surrender
 of the Annuity, or upon annuitization. We may assess a charge against the
 Sub-accounts and the Fixed Allocations equal to any taxes which may be imposed
 upon the separate accounts.


 We will pay company income taxes on the taxable corporate earnings created by
 this separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the Annuity. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These benefits reduce our overall corporate income
 tax liability. Under current law, such benefits may include foreign tax
 credits and corporate dividends received deductions. We do not pass these tax
 benefits through to holders of the separate account annuity contracts because
 (i) the contract owners are not the owners of the assets generating these
 benefits under applicable income tax law and (ii) we do not currently include
 company income taxes in the tax charges you pay under the contract.


 Insurance Charge: We deduct an Insurance Charge daily. The charge is assessed
 against the daily assets allocated to the Sub-accounts and is equal to the
 amount indicated under "Summary of Contract Fees and Charges". The Insurance
 Charge is the combination of the Mortality & Expense Risk Charge and the
 Administration Charge. The Insurance Charge is intended to compensate
 Prudential Annuities for providing the insurance benefits under each Annuity,
 including each Annuity's basic Death Benefit that provides guaranteed benefits
 to your beneficiaries even if the market declines and the risk that persons we
 guarantee annuity payments to will live longer than our assumptions. The
 charge also covers administrative costs associated with providing the Annuity
 benefits, including preparation of the contract and prospectus, confirmation
 statements, annual account statements and annual reports, legal and accounting
 fees as well as various related expenses. Finally, the charge covers the risk
 that our assumptions about the mortality risks and expenses under each Annuity
 are incorrect and that we have agreed not to increase these charges over time
 despite our actual costs. We may increase the portion of the total Insurance
 Charge that is deducted for administrative costs; however, any increase will
 only apply to Annuities issued after the date of the increase.

 The Insurance Charge is not deducted against assets allocated to a Fixed
 Allocation. However, the amount we credit to Fixed Allocations may also
 reflect similar assumptions about the insurance guarantees provided under each
 Annuity and the administrative costs associated with providing the Annuity
 benefits.

 Distribution Charge: For Optimum and Optimum Plus, we deduct a Distribution
 Charge daily. The charge is assessed against the average assets allocated to
 the Sub-accounts and is equal to the amount indicated under "Summary of
 Contract Fees and Charges" on an annual basis. The Distribution Charge is
 intended to compensate us for a portion of our acquisition expenses under the
 Annuity, including promotion and distribution of the Annuity and, with respect
 to Optimum Plus, the costs associated with offering Credits which are funded
 through Prudential Annuities' general account. The Distribution Charge is
 deducted against your Annuity's Account Value and any increases or decreases
 in your Account Value based on market fluctuations of the Sub-accounts will
 affect the charge.


 Optional Benefits for which we assess a charge: Generally, if you elect to
 purchase certain optional benefits, we will deduct an additional charge on a
 daily basis from your Account Value allocated to the Sub-accounts. The
 additional charge is included in the daily calculation of the Unit Price for
 each Sub-account. We may assess charges for other optional benefits on a
 different basis. Please refer to the sections entitled "Summary of Contract
 Fees and Charges" for the list of charges for each Optional Benefit.

 Settlement Service Charge: If your beneficiary takes the death benefit under a
 Beneficiary Continuation Option, we deduct a Settlement Service Charge. The
 charge is assessed daily against the average assets allocated to the
 Sub-accounts and is equal to an annual charge of 1.00% for non-qualified
 Annuities and 1.40% for qualified Annuities.


 Fees and expenses incurred by the Portfolios: Each Portfolio incurs total
 annual operating expenses comprised of an investment management fee, other
 expenses and any distribution and service (12b-1) fees that may apply. These
 fees and expenses are reflected daily by each Portfolio before it provides
 Prudential Annuities with the net asset value as of the close of business each
 day. More detailed information about fees and expenses can be found in the
 prospectuses for the Portfolios.


                                      21



 WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?
 No specific fees or expenses are deducted when determining the rate we credit
 to a Fixed Allocation. However, for some of the same reasons that we deduct
 the Insurance Charge against Account Value allocated to the Sub-accounts, we
 also take into consideration mortality, expense, administration, profit and
 other factors in determining the interest rates we credit to Fixed
 Allocations. Any CDSC or Tax Charge applies to amounts that are taken from the
 Sub-accounts or the Fixed Allocations. A Market Value Adjustment may also
 apply to transfers, certain withdrawals, surrender or annuitization from a
 Fixed Allocation.

 WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYMENT OPTION?
 If you select a fixed payment option, the amount of each fixed payment will
 depend on the Account Value of your Annuity when you elected to annuitize.
 There is no specific charge deducted from these payments; however, the amount
 of each annuity payment reflects assumptions about our insurance expenses. If
 you select a variable payment option that we may offer, then the amount of
 your benefits will reflect changes in the value of your Annuity and will be
 subject to charges that apply under the variable immediate annuity option.
 Also, a tax charge may apply (see "Tax Charge" above). Currently, we only
 offer fixed payment options.

 EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES
 We may reduce or eliminate certain fees and charges or alter the manner in
 which the particular fee or charge is deducted. For example, we may reduce the
 amount of any CDSC or the length of time it applies, reduce or eliminate the
 amount of the Annual Maintenance Fee or reduce the portion of the total
 Insurance Charge that is deducted as an Administration Charge. Generally,
 these types of changes will be based on a reduction to our sales, maintenance
 or administrative expenses due to the nature of the individual or group
 purchasing the Annuity. Some of the factors we might consider in making such a
 decision are: (a) the size and type of group; (b) the number of Annuities
 purchased by an Owner; (c) the amount of Purchase Payments or likelihood of
 additional Purchase Payments; (d) whether an annuity is reinstated pursuant to
 our rules; and/or (e) other transactions where sales, maintenance or
 administrative expenses are likely to be reduced. We will not discriminate
 unfairly between Annuity purchasers if and when we reduce any fees and charges.

                                      22



                            PURCHASING YOUR ANNUITY

 WHAT ARE OUR REQUIREMENTS FOR PURCHASING ONE OF THE ANNUITIES?

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

 Where allowed by law, we must approve any initial and additional Purchase
 Payments of $1,000,000 or more. We may apply certain limitations and/or
 restrictions on an Annuity as a condition of our acceptance, including
 limiting the liquidity features or the Death Benefit protection provided under
 an Annuity, limiting the right to make additional Purchase Payments, changing
 the number of transfers allowable under an Annuity or restricting the
 Sub-accounts or Fixed Allocations that are available. Other limitations and/or
 restrictions may apply. Applicable laws designed to counter terrorists and
 prevent money laundering might, in certain circumstances, require us to block
 a contract owner's ability to make certain transactions, and thereby refuse to
 accept Purchase Payments or requests for transfers, partial withdrawals, total
 withdrawals, death benefits, or income payments until instructions are
 received from the appropriate regulator. We also may be required to provide
 additional information about you and your Annuity to government regulators.


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


 Age Restrictions: Unless we agree otherwise and subject to our rules, the
 Owner (or Annuitant if entity owned) must not be older than a maximum issue
 age as of the Issue Date of the Annuity as follows: age 80 for Optimum, age 75
 for Optimum Plus and age 85 for Optimum Four. If an Annuity is owned jointly,
 the oldest of the Owners must not be older than the maximum issue age on the
 Issue Date. You should consider your need to access your Account Value and
 whether the Annuity's liquidity features will satisfy that need. If you take a
 distribution prior to age 59 1/2, you may be subject to a 10% penalty in
 addition to ordinary income taxes on any gain. The availability and level of
 protection of certain optional benefits may vary based on the age of the Owner
 on the Issue Date of the Annuity or the date of the Owner's death.

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

   .   Owner: The Owner(s) holds all rights under the Annuity. You may name up
       to two Owners in which case all ownership rights are held jointly.
       Generally, joint owners are required to act jointly; however, if each
       owner provides us with an instruction that we find acceptable, we will
       permit each owner to act separately. All information and documents that
       we are required to send you will be sent to the first named owner. This
       Annuity does not provide a right of survivorship. Refer to the Glossary
       of Terms for a complete description of the term "Owner."
   .   Annuitant: The Annuitant is the person upon whose life we continue to
       make annuity payments. You must name an Annuitant who is a natural
       person. We do not accept a designation of joint Annuitants during the
       accumulation period. In limited circumstances and where allowed by law,
       you may name one or more Contingent Annuitants. Generally, a Contingent
       Annuitant will become the Annuitant if the Annuitant dies before the
       Annuity Date. Please refer to the discussion of "Considerations for
       Contingent Annuitants" in the Tax Considerations section of the
       Prospectus.
   .   Beneficiary: The Beneficiary is the person(s) or entity you name to
       receive the Death Benefit. Your Beneficiary Designation should be the
       exact name of your beneficiary, not only a reference to the
       beneficiary's relationship to you. If you use a designation of
       "surviving spouse," we will pay the Death Benefit to the individual that
       is your spouse at the time of your death (as defined under the federal
       tax laws and regulations). If no beneficiary is named the Death Benefit
       will be paid to you or your estate.

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

                                      23



                             MANAGING YOUR ANNUITY

 MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?
 You may change the Owner, Annuitant and Beneficiary designations by sending us
 a request in writing in a form acceptable to us. Upon an ownership change, any
 automated investment or withdrawal programs will be canceled. The new owner
 must submit the applicable program enrollment if they wish to participate in
 such a program. Where allowed by law, such changes will be subject to our
 acceptance. Some of the changes we will not accept include, but are not
 limited to:
   .   a new Owner subsequent to the death of the Owner or the first of any
       joint Owners to die, except where a spouse Beneficiary has become the
       Owner as a result of an Owner's death;

   .   a new Annuitant subsequent to the Annuity Date;
   .   for "non-qualified" investments, a new Annuitant prior to the Annuity
       Date if the Annuity is owned by an entity; and

   .   a change in Beneficiary if the Owner had previously made the designation
       irrevocable.

 There are also restrictions on designation changes when you have elected
 certain optional benefits. See the "Living Benefit Programs" and "Death
 Benefits" sections of this Prospectus for any such restrictions.

 Spousal Designations

 If an Annuity is co-owned by spouses, we will assume that the sole primary
 Beneficiary is the surviving spouse that was named as the co-owner unless you
 elect an alternative Beneficiary Designation. Unless you elect an alternative
 Beneficiary Designation, upon the death of either spousal Owner, the surviving
 spouse may elect to assume ownership of the Annuity instead of taking the
 Death Benefit payment. The Death Benefit that would have been payable will be
 the new Account Value of the Annuity as of the date of due proof of death and
 any required proof of a spousal relationship. As of the date the assumption is
 effective, the surviving spouse will have all the rights and benefits that
 would be available under the Annuity to a new purchaser of the same attained
 age. For purposes of determining any future Death Benefit for the beneficiary
 of the surviving spouse, the new Account Value will be considered as the
 initial Purchase Payment. No CDSC will apply to the new Account Value.
 However, any additional Purchase Payments applied after the date the
 assumption is effective will be subject to all provisions of the Annuity,
 including the CDSC when applicable.


 Spousal assumption is also permitted, subject to our rules and regulatory
 approval, if the Annuity is held by a custodial account established to hold
 retirement assets for the benefit of the natural person Annuitant pursuant to
 the provisions of Section 408(a) of the Internal Revenue Code ("Code") (or any
 successor Code section thereto) ("Custodial Account") and, on the date of the
 Annuitant's death, the spouse of the Annuitant is (1) the Contingent Annuitant
 under the Annuity and (2) the beneficiary of the Custodial Account. The
 ability to continue the Annuity in this manner will result in the Annuity no
 longer qualifying for tax deferral under the Code. However, such tax deferral
 should result from the ownership of the Annuity by the Custodial Account.
 Please consult your tax or legal adviser.

 We define a spouse the same as under federal tax laws and regulations.

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

 Where the Annuity is held by a Custodial Account, the Contingent Annuitant
 will not automatically become the Annuitant upon the death of the Annuitant.
 Upon the death of the Annuitant, the Custodial Account will have the choice,
 subject to our rules, to either elect to receive the Death Benefit or elect to
 continue the Annuity. If the Custodial Account elects to receive the Death
 Benefit, the Account Value of the Annuity as of the date of due proof of death
 of the Annuitant will reflect the amount that would have been payable had a
 Death Benefit been paid. See the section above entitled "Spousal Designations"
 for more information about how the Annuity can be continued by a Custodial
 Account.

 MAY I RETURN MY ANNUITY IF I CHANGE MY MIND?
 If after purchasing your Annuity you change your mind and decide that you do
 not want it, you may return it to us within a certain period of time known as
 a right to cancel period. This is often referred to as a "free look."
 Depending on the state in which you purchased your Annuity and, in some
 states, if you purchased the Annuity as a replacement for a prior contract,
 the right to cancel period may be ten (10) days, or longer, measured from the
 time that you received your Annuity. If you return your Annuity during the
 applicable period, we will refund your current Account Value plus any tax
 charge deducted, less any applicable federal and state income tax withholding
 and depending on your state's requirements, any applicable insurance charges
 deducted. The amount returned to you may be higher or lower than the Purchase
 Payment(s) applied during the right to cancel period. Where required by law,
 we will return your Purchase Payment(s), or the greater of your current
 Account Value and the amount of your Purchase

                                      24



 Payment(s) applied during the right to cancel period less any applicable
 federal and state income tax withholding. With respect to Optimum Plus, if you
 return your Annuity, we will not return any Credits we applied to your Annuity
 based on your Purchase Payments.

 MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?

 Unless we agree otherwise and subject to our rules, the minimum amount that we
 accept as an additional Purchase Payment is $100 unless you participate in our
 Systematic Investment Plan or a periodic Purchase Payment program. Purchase
 Payments made while you participate in an asset allocation program will be
 allocated in accordance with such program. Additional Purchase Payments may be
 made at any time before the Annuity Date. Additional Purchase Payments are not
 permitted in certain states.


 MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?

 You can make additional Purchase Payments to your Annuity by authorizing us to
 deduct money directly from your bank account and applying it to your Annuity.
 We call our electronic funds transfer program "The Systematic Investment
 Plan." Purchase Payments made through electronic funds transfer may only be
 allocated to the Sub-accounts when applied. Different allocation requirements
 may apply in connection with certain optional benefits. We may allow you to
 invest in your Annuity with a lower initial Purchase Payment, as long as you
 authorize payments through an electronic funds transfer that will equal at
 least the minimum Purchase Payment set forth above during the first 12 months
 of your Annuity. We may suspend or cancel electronic funds transfer privileges
 if sufficient funds are not available from the applicable financial
 institution on any date that a transaction is scheduled to occur.


 MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?
 These types of programs are only available with certain types of qualified
 investments. If your employer sponsors such a program, we may agree to accept
 periodic Purchase Payments through a salary reduction program as long as the
 allocations are made only to Sub-accounts and the periodic Purchase Payments
 received in the first year total at least the minimum Purchase Payment set
 forth above.

                                      25



                          MANAGING YOUR ACCOUNT VALUE

 HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?
 (See "Valuing Your Investment" for a description of our procedure for pricing
 initial and subsequent Purchase Payments.)

 Initial Purchase Payment: Once we accept your application, we invest your
 Purchase Payment in your Annuity according to your instructions for allocating
 your Account Value. The Purchase Payment is your initial Purchase Payment
 minus any tax charges that may apply. You can allocate Account Value to one or
 more Sub-accounts or Fixed Allocations. Investment restrictions will apply if
 you elect certain optional benefits.

 Subsequent Purchase Payments: Unless you participate in an asset allocation
 program, or unless you have provided us with other specific allocation
 instructions for one, more than one, or all subsequent Purchase Payments, we
 will allocate any additional Purchase Payments you make according to your
 initial Purchase Payment allocation instructions. If you so instruct us, we
 will allocate subsequent Purchase Payments according to any new allocation
 instructions. Unless you tell us otherwise, Purchase Payments made while you
 participate in an asset allocation program will be allocated in accordance
 with such program.

 HOW DO I RECEIVE A LOYALTY CREDIT UNDER THE OPTIMUM AND OPTIMUM FOUR ANNUITIES?
 We apply a Loyalty Credit to your Annuity's Account Value at the end of your
 fifth Annuity Year ("fifth Annuity Anniversary"). With respect to Optimum, for
 annuities issued on or after February 13, 2006, the Loyalty Credit is equal to
 0.50% of total Purchase Payments made during the first four Annuity Years less
 the cumulative amount of withdrawals made (including the deduction of any CDSC
 amounts) through the fifth Annuity Anniversary. With respect to Optimum Four,
 for annuities issued between June 20, 2005 and February 13, 2006, the Loyalty
 Credit is equal to 2.25% of total Purchase Payments made during the first four
 Annuity Years less the cumulative amount of withdrawals made (including the
 deduction of any CDSC amounts) through the fifth Annuity Anniversary. For
 Optimum Four Annuities issued on or after February 13, 2006, the Loyalty
 Credit is equal to 2.75% of total Purchase Payments made during the first four
 Annuity Years less the cumulative amount of withdrawals made (including the
 deduction of any CDSC amounts) through the fifth Annuity Anniversary.

 If the total Purchase Payments made during the first four Annuity Years is
 less than the cumulative amount of withdrawals made on or before the fifth
 Annuity Anniversary, no Loyalty Credit will be applied to your Annuity. Also,
 no Loyalty Credit will be applied to your Annuity if your Account Value is
 zero on the fifth Annuity Anniversary. This would include any situation where
 the Annuity is still in force due to the fact that payments are being made
 under an optional benefit such as Highest Daily Lifetime Five, Lifetime Five,
 Spousal Lifetime Five or the Guaranteed Minimum Withdrawal Benefit. In
 addition, no Loyalty Credit will be applied to your Annuity if before the
 fifth Annuity Anniversary: (i) you have surrendered your Annuity; (ii) you
 have annuitized your Annuity; (iii) your Beneficiary has elected our
 Beneficiary Continuation Option; or (iv) we have received due proof of your
 death (and there has been no spousal continuation election made). If your
 spouse continues the Annuity under our spousal continuation option, we will
 apply the Loyalty Credit to your Annuity only on the fifth Annuity Anniversary
 measured from the date that we originally issued you the Annuity. Since the
 Loyalty Credit is applied to the Account Value only, any guarantees that are
 not based on Account Value will not reflect the Loyalty Credit. Similarly,
 guarantees that are made against a loss in Account Value will not be triggered
 in certain very limited circumstances where they otherwise would have been,
 had no Loyalty Credit been applied to the Account Value.

 HOW ARE LOYALTY CREDITS APPLIED TO MY ACCOUNT VALUE UNDER THE OPTIMUM AND
 OPTIMUM FOUR ANNUITIES?
 Any Loyalty Credit that is allocated to your Account Value on the fifth
 Annuity Anniversary will be allocated to the Fixed Allocations and
 Sub-accounts in the same percentages as Purchase Payments are then being
 allocated to your Annuity.

 Example of Applying the Loyalty Credit with respect to Optimum
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. During Annuity Year four (i.e., prior to
 the fourth Annuity Anniversary) you make an additional $10,000 Purchase
 Payment. During the early part of Annuity Year five (i.e., prior to the fifth
 Annuity Anniversary) you make a $10,000 Purchase Payment and later in the year
 make a withdrawal of $5,000. The Loyalty Credit that we will apply to your
 Annuity on the fifth Annuity Anniversary is, subject to state availability,
 equal to 0.50% of $15,000 (this represents the $20,000 of Purchase Payments
 made during the first four Annuity Years minus the $5,000 withdrawal made in
 the fifth Annuity Year. The computation disregards the additional $10,000
 Purchase Payment made in the fifth Annuity Year.) Therefore, the Loyalty
 Credit amount would be equal to $75.00.

 Example of Applying the Loyalty Credit with respect to Optimum Four
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. During Annuity Year four (i.e., prior to
 the fourth Annuity Anniversary) you make an additional $10,000 Purchase
 Payment. During the early part of Annuity Year five (i.e., prior to the fifth
 Annuity Anniversary) you make a $10,000 Purchase Payment and later in the year
 make a withdrawal of $5,000. The Loyalty Credit that we will apply to your
 Annuity on the fifth Annuity Anniversary is, subject to state availability,
 equal to 2.75% of $15,000 (this represents the $20,000 of Purchase Payments
 made during the first four

                                      26



 Annuity Years minus the $5,000 withdrawal made in the fifth Annuity Year. The
 computation disregards the additional $10,000 Purchase Payment made in the
 fifth Annuity Year.) Therefore, the Loyalty Credit amount would be equal to
 $412.50.

 HOW DO I RECEIVE CREDITS UNDER THE OPTIMUM PLUS ANNUITY?
 We apply a "Credit" to your Annuity's Account Value each time you make a
 Purchase Payment during the first six (6) Annuity Years. The amount of the
 Credit is payable from our general account. The amount of the Credit depends
 on the Annuity Year in which the Purchase Payment(s) is made, according to the
 table below:

 For annuities issued prior to February 13, 2006:



                              ANNUITY YEAR CREDIT
                              -------------------
                                        
                                   1       6.00%
                                   2       5.00%
                                   3       4.00%
                                   4       3.00%
                                   5       2.00%
                                   6       1.00%
                                   7+      0.00%
                              -------------------


 For annuities issued on or after February 13, 2006 (subject to state
 availability):



                              ANNUITY YEAR CREDIT
                              -------------------
                                        
                                   1       6.50%
                                   2       5.00%
                                   3       4.00%
                                   4       3.00%
                                   5       2.00%
                                   6       1.00%
                                   7+      0.00%
                              -------------------


 HOW ARE CREDITS APPLIED TO ACCOUNT VALUE UNDER THE OPTIMUM PLUS ANNUITY?
 Each Credit is allocated to your Account Value at the time the Purchase
 Payment is applied to your Account Value. The amount of the Credit is
 allocated to the investment options in the same ratio as the applicable
 Purchase Payment is applied.

 Examples of Applying Credits

 Initial Purchase Payment
 Assume you make an initial Purchase Payment of $10,000 and your Annuity is
 issued on or after February 13, 2006. We would apply a 6.5% Credit to your
 Purchase Payment and allocate the amount of the Credit ($650 = $10,000 X .065)
 to your Account Value in the proportion that your Purchase Payment is
 allocated.

 Additional Purchase Payment in Annuity Year 2
 Assume that you make an additional Purchase Payment of $5,000. We would apply
 a 5.0% Credit to your Purchase Payment and allocate the amount of the Credit
 ($250 = $5,000 X .05) to your Account Value.

 Additional Purchase Payment in Annuity Year 6
 Assume that you make an additional Purchase Payment of $15,000. We would apply
 a 1.0% Credit to your Purchase Payment and allocate the amount of the Credit
 ($150 = $15,000 X .01) to your Account Value.


 The amount of any Optimum Plus Credits applied to your Optimum Plus Annuity
 Account Value can be taken back by Prudential Annuities under certain
 circumstances:

   .   any Optimum Plus Credits applied to your Account Value on Purchase
       Payments made within the 12 months before the Owner's (or Annuitant's if
       entity owned) date of death will be taken back;
   .   the amount available under the medically-related surrender portion of
       the Annuity will not include the amount of any Optimum Plus Credits
       payable on Purchase Payments made within 12 months prior to the date of
       a request under the medically-related surrender provision; and
   .   if you elect to "free look" your Annuity, the amount returned to you
       will not include the amount of any Optimum Plus Credits.


 The Account Value may be substantially reduced if Prudential Annuities takes
 back the Optimum Plus Credit amount under these circumstances. The amount we
 take back will equal the Optimum Plus Credit amount, without adjustment up or
 down for investment performance. Therefore, any gain on the Optimum Plus
 Credit amount will not be taken back. But if there was a loss on the Optimum
 Plus Credit amount, the amount we take back will still equal the amount of the
 Optimum Plus Credit amount. We do


                                      27



 not deduct a CDSC in any situation where we take back the Optimum Plus Credit
 amount. During the first 10 Annuity Years, the total asset-based charges on
 this Annuity (including the Insurance Charge and the Distribution Charge) are
 higher than many of our other annuities, including other annuities we offer
 that apply credits to Purchase Payments.

 General Information about Credits
   .   We do not consider Credits to be "investment in the contract" for income
       tax purposes.
   .   You may not withdraw the amount of any Credits under the Free Withdrawal
       provision. The Free Withdrawal provision only applies to withdrawals of
       Purchase Payments.

 ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?
 During the accumulation period you may transfer Account Value between
 investment options subject to the restrictions outlined below. Transfers are
 not subject to taxation on any gain. We may require a minimum of $500 in each
 Sub-account you allocate Account Value to at the time of any allocation or
 transfer. If you request a transfer and, as a result of the transfer, there
 would be less than $500 in the Sub-account, we may transfer the remaining
 Account Value in the Sub-account pro-rata to the other investment options to
 which you transferred.

 Currently, we charge $10.00 for each transfer after the twentieth
 (20/th/) transfer in each Annuity Year. Transfers made as part of a Dollar
 Cost Averaging, Automatic Rebalancing or asset allocation program do not count
 toward the twenty free transfer limit. Renewals or transfers of Account Value
 from a Fixed Allocation at the end of its Guarantee Period are not subject to
 the transfer charge. We may reduce the number of free transfers allowable each
 Annuity Year (subject to a minimum of eight) without charging a Transfer Fee.
 We may also increase the Transfer Fee that we charge to $20.00 for each
 transfer after the number of free transfers has been used up. We may eliminate
 the Transfer Fee for transfer requests transmitted electronically or through
 other means that reduce our processing costs. If enrolled in any program that
 does not permit transfer requests to be transmitted electronically, the
 Transfer Fee will not be waived.



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

 Frequent transfers among Sub-accounts in response to short-term fluctuations
 in markets, sometimes called "market timing," can make it very difficult for a
 Portfolio manager to manage a Portfolio's investments. Frequent transfers may
 cause the Portfolio to hold more cash than otherwise necessary, disrupt
 management strategies, increase transaction costs, or affect performance. Each
 Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
 transfers (i.e., one or more of the Sub-accounts corresponding to the AST
 Money Market Portfolio), and we encourage Owners seeking frequent transfers to
 utilize those Sub-accounts.

 In light of the risks posed to Owners and other investors by frequent
 transfers, we reserve the right to limit the number of transfers in any
 Annuity Year for all existing or new Owners and to take the other actions
 discussed below. We also reserve the right to limit the number of transfers in
 any Annuity Year or to refuse any transfer request for an Owner or certain
 Owners if: (a) we believe that excessive transfer activity (as we define it)
 or a specific transfer request or group of transfer requests may have a
 detrimental effect on Unit Values or the share prices of the Portfolios; or
 (b) we are informed by a Portfolio (e.g., by the Portfolio's portfolio
 manager) that the purchase or redemption of shares in the Portfolio must be
 restricted because the Portfolio believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected Portfolio. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular Portfolio. In furtherance of our general
 authority to restrict transfers as described above, and without limiting other
 actions we may take in the future, we have adopted the following specific
 restrictions:
..   With respect to each Sub-account (other than the AST Money Market
    Sub-account), we track amounts exceeding a certain dollar threshold that
    were transferred into the Sub-account. If you transfer such amount into a
    particular Sub-account, and within 30 calendar days thereafter transfer
    (the "Transfer Out") all or a portion of that amount into another
    Sub-account, then upon the Transfer Out, the former Sub-account becomes
    restricted (the "Restricted Sub-account"). Specifically, we will not permit
    subsequent transfers into the Restricted Sub-account for 90 calendar days
    after the Transfer Out if the Restricted Sub-account invests in a
    non-international Portfolio, or 180 calendar days after the Transfer Out if
    the Restricted Sub-account invests in an international Portfolio. For
    purposes of this rule, we (i) do not count transfers made in connection
    with one of our systematic programs, such as asset allocation and automated
    withdrawals; (ii) do not count any transfer that solely involves
    Sub-accounts corresponding to the AST Money Market Portfolio; and (iii) do
    not categorize as a transfer the first transfer that you make after the
    Issue Date, if you make that transfer within 30 calendar days after the
    Issue Date. Even if an amount becomes restricted under the foregoing rules,
    you are still free to redeem the amount from your Annuity at any time.

                                      28



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

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


 There are contract owners of different variable annuity contracts that are
 funded through the same Separate Account that are not subject to the
 above-referenced transfer restrictions and, therefore, might make more
 numerous and frequent transfers than contract owners who are subject to such
 limitations. Finally, there are contract owners of other variable annuity
 contracts or variable life contracts that are issued by Prudential Annuities
 as well as other insurance companies that have the same underlying mutual fund
 portfolios available to them. Since some contract owners are not subject to
 the same transfer restrictions, unfavorable consequences associated with such
 frequent trading within the underlying mutual fund (e.g., greater portfolio
 turnover, higher transaction costs, or performance or tax issues) may affect
 all contract owners. Similarly, while contracts managed by a Financial
 Professional or third party investment advisor are subject to the restrictions
 on transfers between investment options that are discussed above, if the
 advisor manages a number of contracts in the same fashion unfavorable
 consequences may be associated with management activity since it may involve
 the movement of a substantial portion of an underlying mutual fund's assets
 which may affect all contract owners invested in the affected options. Apart
 from jurisdiction- specific and contract differences in transfer restrictions,
 we will apply these rules uniformly (including contracts managed by a
 Financial Professional or third party investment advisor), and will not waive
 a transfer restriction for any contract owner.


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

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


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

 DO YOU OFFER DOLLAR COST AVERAGING?
 Yes. We offer Dollar Cost Averaging during the accumulation period. Dollar
 Cost Averaging allows you to systematically transfer an amount periodically
 from one investment option to one or more other investment options. You can
 choose to transfer earnings only, principal plus earnings or a flat dollar
 amount. You may elect a Dollar Cost Averaging program that transfers amounts
 monthly, quarterly, semi-annually, or annually from Sub-accounts, or a program
 that transfers amounts monthly from Fixed Allocations. By investing amounts on
 a regular basis instead of investing the total amount at one time, Dollar Cost
 Averaging may decrease the effect of market fluctuation on the investment of
 your Purchase Payment. This may result in a lower average cost of units over
 time. However, there is no guarantee that Dollar Cost Averaging will result in
 a profit or protect against a loss in a declining market. There is no minimum
 Account Value required to enroll in a Dollar Cost Averaging program and we do
 not deduct a charge for participating in a Dollar Cost Averaging program.

 You can Dollar Cost Average from Sub-accounts or Fixed Allocations. Dollar
 Cost Averaging from Fixed Allocations is subject to a number of rules that
 include, but are not limited to the following:
..   You may only use Fixed Allocations with Guarantee Periods of 1, 2 or 3
    years.
..   You may only Dollar Cost Average earnings or principal plus earnings. If
    transferring principal plus earnings, the program must be designed to last
    the entire Guarantee Period for the Fixed Allocation.
..   Dollar Cost Averaging transfers from Fixed Allocations are not subject to a
    Market Value Adjustment.

                                      29



 NOTE: When a Dollar Cost Averaging program is established from a Fixed
 Allocation, the fixed rate of interest we credit to your Account Value is
 applied to a declining balance due to the transfers of Account Value to the
 Sub-accounts during the Guarantee Period. This will reduce the effective rate
 of return on the Fixed Allocation over the Guarantee Period.


 The Dollar Cost Averaging program is not available if you have elected an
 automatic rebalancing program or an asset allocation program. Dollar Cost
 Averaging from Fixed Allocations also is not available if you elect certain
 optional benefits.

 Prudential Annuities may offer Fixed Allocations with Guarantee Periods of 6
 months or 12 months exclusively for use with a Dollar Cost Averaging program
 ("DCA Fixed Allocations"). DCA Fixed Allocations are designed to automatically
 transfer Account Value in either 6 or 12 payments under a Dollar Cost
 Averaging program. Dollar Cost Averaging transfers will be effected on the
 date the DCA Fixed Dollar Allocation is established and each month following
 until the entire principal amount plus earnings is transferred. DCA Fixed
 Allocations may only be established with your initial Purchase Payment or
 additional Purchase Payments. You may not transfer existing Account Value to a
 DCA Fixed Allocation. We reserve the right to terminate offering these special
 purpose Fixed Allocations at any time.

 Account Value allocated to the DCA Fixed Allocation will be transferred to the
 Sub-accounts you choose under the Dollar Cost Averaging program. If you
 terminate the Dollar Cost Averaging program before the entire principal amount
 plus earnings has been transferred to the Sub-account(s), you must transfer
 all remaining Account Value to any other investment option. Unless you provide
 alternate instructions at the time you terminate the Dollar Cost Averaging
 program, Account Value will be transferred to the AST Money Market
 Sub-account. Transfers from Fixed Allocations as part of a Dollar Cost
 Averaging program are not subject to a Market Value Adjustment. However, a
 Market Value Adjustment will apply if you terminate the Dollar Cost Averaging
 program before the entire principal amount plus earnings has been transferred
 to the Sub-account(s).


 DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?
 Yes. During the accumulation period, we offer Automatic Rebalancing among the
 Sub-accounts you choose. You can choose to have your Account Value rebalanced
 monthly, quarterly, semi-annually, or annually. On the appropriate date, the
 Sub-accounts you chose are rebalanced to the allocation percentages you
 requested. With Automatic Rebalancing, we transfer the appropriate amount from
 the "overweighted" Sub-accounts to the "underweighted" Sub-accounts to return
 your allocations to the percentages you request. For example, over time the
 performance of the Sub-accounts will differ, causing your percentage
 allocations to shift.

 Any transfer to or from any Sub-account that is not part of your Automatic
 Rebalancing program, will be made; however, that Sub-account will not become
 part of your rebalancing program unless we receive instructions from you
 indicating that you would like such option to become part of the program.

 There is no minimum Account Value required to enroll in Automatic Rebalancing.
 All rebalancing transfers as part of an Automatic Rebalancing program are not
 included when counting the number of transfers each year toward the maximum
 number of free transfers. We do not deduct a charge for participating in an
 Automatic Rebalancing program. Participation in the Automatic Rebalancing
 program may be restricted if you are enrolled in certain other optional
 programs. Sub-accounts that are part of a Systematic Withdrawal program or
 Dollar Cost Averaging program will be excluded from an Automatic Rebalancing
 program.

 ARE ANY ASSET ALLOCATION PROGRAMS AVAILABLE?
 Yes. Certain "static asset allocation programs" are provided by Linsco/Private
 Ledger, Corp, ("LPL"), the firm selling the Annuity. Initially, you may be
 required to enroll in an available asset allocation program if you purchase
 one of the Annuities. Additionally, certain optional benefits require your
 Account Value be maintained in a model in the asset allocation program. These
 programs are considered static because once you have selected a model
 portfolio, the Sub-accounts and the percentage of contract value allocated to
 each Sub-account cannot be changed without your consent and direction. The
 programs are available at no additional charge. Under these programs, the
 Sub-account for each asset class in each model portfolio is designated for
 you. Under the programs, the values in the Sub-accounts will be rebalanced
 periodically back to the indicated percentages for the applicable asset class
 within the model portfolio that you have selected. The programs are offered by
 LPL. We have not designed the models or the program, and we are not
 responsible for them. Our role is limited to administering the model you
 select. For more information on the asset allocation programs see the Appendix
 entitled "Additional Information on the Asset Allocation Programs."

 Asset allocation is a sophisticated method of diversification, which allocates
 assets among asset classes in order to manage investment risk and enhance
 returns over the long term. However, asset allocation does not guarantee a
 profit or protect against a loss. No personalized investment advice is
 provided in connection with the asset allocation programs and you should not
 rely on these programs as providing individualized investment recommendations
 to you. The asset allocation programs do not guarantee better investment
 results. LPL reserves the right to terminate or change the programs at any
 time. We reserve the right to change the way in which we administer the
 program you have selected with your LPL Financial Professional, and we reserve
 the right to terminate our administration of the programs. You should consult
 with your LPL Financial Professional before electing any asset allocation
 program.

                                      30




 WHAT IS THE BALANCED INVESTMENT PROGRAM?

 We offer a balanced investment program where a portion of your Account Value
 is allocated to a Fixed Allocation and the remaining Account Value is
 allocated to the Sub-accounts that you select. When you enroll in the Balanced
 Investment Program, you choose the duration that you wish the program to last.
 This determines the duration of the Guarantee Period for the Fixed Allocation.
 Based on the fixed rate for the Guarantee Period chosen, we calculate the
 portion of your Account Value that must be allocated to the Fixed Allocation
 to grow to a specific "principal amount" (such as your initial Purchase
 Payment). We determine the amount based on the rates then in effect for the
 Guarantee Period you choose. If you continue the program until the end of the
 Guarantee Period and make no withdrawals or transfers, at the end of the
 Guarantee Period, the Fixed Allocation will have grown to equal the "principal
 amount". Withdrawals or transfers from the Fixed Allocation before the end of
 the Guarantee Period will terminate the program and may be subject to a Market
 Value Adjustment. You can transfer the Account Value that is not allocated to
 the Fixed Allocation between any of the Sub-accounts available under your
 Annuity. Account Value you allocate to the Sub-accounts is subject to market
 fluctuations and may increase or decrease in value. We do not deduct a charge
 for participating in the Balanced Investment Program.

      Example
      Assume you invest $100,000. You choose a 10-year program and allocate a
      portion of your Account Value to a Fixed Allocation with a 10-year
      Guarantee Period. The rate for the 10-year Guarantee Period is 2.50%*.
      Based on the fixed interest rate for the Guarantee Period chosen, the
      factor is 0.781198 for determining how much of your Account Value will be
      allocated to the Fixed Allocation. That means that $78,120 will be
      allocated to the Fixed Allocation and the remaining Account Value
      ($21,880) will be allocated to the Sub-accounts. Assuming that you do not
      make any withdrawals or transfers from the Fixed Allocation, it will grow
      to $100,000 at the end of the Guarantee Period. Of course we cannot
      predict the value of the remaining Account Value that was allocated to
      the Sub-accounts.

 *  The rate in this example is hypothetical and may not reflect the current
    rate for Guarantee Periods of this duration.

 MAY I GIVE MY FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION
 INSTRUCTIONS?
 Yes. Subject to our rules, your Financial Professional may forward
 instructions regarding the allocation of your Account Value, and request
 financial transactions involving investment options. If your Financial
 Professional has this authority, we deem that all transactions that are
 directed by your Financial Professional with respect to your Annuity have been
 authorized by you. You must contact us immediately if and when you revoke such
 authority. We will not be responsible for acting on instructions from your
 Financial Professional until we receive notification of the revocation of such
 person's authority. We may also suspend, cancel or limit these privileges at
 any time. We will notify you if we do.

 MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT?

 Yes. You may engage your own investment advisor to manage your account. These
 investment advisors may be firms or persons who also are appointed by us, or
 whose affiliated broker-dealers are appointed by us, as authorized sellers of
 the Annuities. Even if this is the case, however, please note that the
 investment advisor you engage to provide advice and/or make transfers for you,
 is not acting on our behalf, but rather is acting on your behalf. We do not
 offer advice about how to allocate your Account Value under any circumstance.
 As such, we are not responsible for any recommendations such investment
 advisors make, any investment models or asset allocation programs they choose
 to follow or any specific transfers they make on your behalf. Please note that
 if you have engaged a third-party investment advisor to provide asset
 allocation services with respect to your Annuity, we do not allow you to elect
 an optional benefit that requires investment in an asset allocation Portfolio
 and/or that involves mandatory Account Value transfers (e.g. Highest Daily
 GRO).

 It is your responsibility to arrange for the payment of the advisory fee
 charged by your investment advisor. Similarly, it is your responsibility to
 understand the advisory services provided by your investment advisor and the
 advisory fees charged for the services.

 We or an affiliate of ours may provide administrative support to licensed,
 registered Financial Professionals or Investment advisors who you authorize to
 make financial transactions on your behalf. We may require Financial
 Professionals or investment advisors, who are authorized by multiple contract
 owners to make financial transactions, to enter into an administrative
 agreement with Prudential Annuities as a condition of our accepting
 transactions on your behalf. The administrative agreement may impose
 limitations on the Financial Professional's or investment advisor's ability to
 request financial transactions on your behalf. These limitations are intended
 to minimize the detrimental impact of a Financial Professional who is in a
 position to transfer large amounts of money for multiple clients in a
 particular Portfolio or type of portfolio or to comply with specific
 restrictions or limitations imposed by a Portfolio(s) of Prudential Annuities.


 Please Note: Annuities where your Financial Professional or investment advisor
 has the authority to forward instruction on financial transactions are also
 subject to the restrictions on transfers between investment options that are
 discussed in the section entitled "ARE THERE RESTRICTIONS OR CHARGES ON
 TRANSFERS BETWEEN INVESTMENT OPTIONS?" Since transfer activity directed by a
 Financial Professional or third party investment adviser may result in
 unfavorable consequences to all contract owners invested in the affected
 options, we reserve the right to limit the investment options available to a
 particular Owner

                                      31




 where such authority as described above has been given to a Financial
 Professional or investment advisor or impose other transfer restrictions we
 deem necessary. The administrative agreement may limit the available
 investment options, require advance notice of large transactions, or impose
 other trading limitations on your Financial Professional. Your Financial
 Professional will be informed of all such restrictions on an ongoing basis. We
 may also require that your Financial Professional transmit all financial
 transactions using the electronic trading functionality available through our
 Internet website (www.prudentialannuities.com).


 Limitations that we may impose on your Financial Professional or investment
 advisor under the terms of the administrative agreement do not apply to
 financial transactions requested by an Owner on their own behalf, except as
 otherwise described in this Prospectus.

 HOW DO THE FIXED ALLOCATIONS WORK?
 We credit a fixed interest rate to the Fixed Allocation throughout a set
 period of time called a "Guarantee Period." Fixed Allocations currently are
 offered with Guarantee Periods from 1 to 10 years. We may make Fixed
 Allocations of different durations available in the future, including Fixed
 Allocations offered exclusively for use with certain optional investment
 programs. Fixed Allocations may not be available in all states and may not
 always be available for all Guarantee Periods depending on market factors and
 other considerations.

 The interest rate credited to a Fixed Allocation is the rate in effect when
 the Guarantee Period begins and does not change during the Guarantee Period.
 The rates are an effective annual rate of interest. We determine the interest
 rates for the various Guarantee Periods. At the time that we confirm your
 Fixed Allocation, we will advise you of the interest rate in effect and the
 date your Fixed Allocation matures. We may change the rates we credit new
 Fixed Allocations at any time. Any change in interest rate does not affect
 Fixed Allocations that were in effect before the date of the change. To
 inquire as to the current rates for Fixed Allocations, please call
 1-800-752-6342.

 A Guarantee Period for a Fixed Allocation begins:
   .   when all or part of a net Purchase Payment is allocated to that
       particular Guarantee Period;
   .   upon transfer of any of your Account Value to a Fixed Allocation for
       that particular Guarantee Period; or
   .   when you "renew" a Fixed Allocation by electing a new Guarantee Period.

 To the extent permitted by law, we may establish different interest rates for
 Fixed Allocations offered to a class of Owners who choose to participate in
 various optional investment programs we make available. This may include, but
 is not limited to, Owners who elect to use Fixed Allocations under a dollar
 cost averaging program (see "Do You Offer Dollar Cost Averaging?") or a
 balanced investment program (see "Do you offer programs designed to guarantee
 a "Return of Premium" at a future date?").

 The interest rate credited to Fixed Allocations offered to this class of
 purchasers may be different than those offered to other purchasers who choose
 the same Guarantee Period but who do not participate in an optional investment
 program. Any such program is at our sole discretion.


 Prudential Annuities may offer Fixed Allocations with Guarantee Periods of 3
 months or 6 months exclusively for use as a short-term Fixed Allocation
 ("Short-term Fixed Allocations"). Short-term Fixed Allocations may only be
 established with your initial Purchase Payment or additional Purchase
 Payments. You may not transfer existing Account Value to a Short-term Fixed
 Allocation. We reserve the right to terminate offering these special purpose
 Fixed Allocations at any time.


 On the Maturity Date of the Short-term Fixed Allocation, the Account Value
 will be transferred to the Sub-account(s) you choose at the inception of the
 program. If no instructions are provided, such Account Value will be
 transferred to the AST Money Market Sub-account. Short-term Fixed Allocations
 may not be renewed on the Maturity Date. If you surrender the Annuity or
 transfer any Account Value from the Short-term Fixed Allocation to any other
 investment option before the end of the Guarantee Period, a Market Value
 Adjustment will apply.

 HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?
 We do not have a specific formula for determining the fixed interest rates for
 Fixed Allocations. Generally the interest rates we offer for Fixed Allocations
 will reflect the investment returns available on the types of investments we
 make to support our fixed rate guarantees. These investment types may include
 cash, debt securities guaranteed by the United States government and its
 agencies and instrumentalities, money market instruments, corporate debt
 obligations of different durations, private placements, asset-backed
 obligations and municipal bonds. In determining rates we also consider factors
 such as the length of the Guarantee Period for the Fixed Allocation,
 regulatory and tax requirements, liquidity of the markets for the type of
 investments we make, commissions, administrative and investment expenses, our
 insurance risks in relation to the Fixed Allocations, general economic trends
 and competition. Some of these considerations are similar to those we consider
 in determining the Insurance Charge that we deduct from Account Value
 allocated to the Sub-accounts. The interest rate that we credit to the Fixed
 Allocations may be reduced by an amount that corresponds to the asset-based
 charges assessed against the Sub-accounts.


                                      32



 We will credit interest on a new Fixed Allocation in an existing Annuity at a
 rate not less than the rate we are then crediting to Fixed Allocations for the
 same Guarantee Period selected by new Annuity purchasers in the same class.

 The interest rate we credit for a Fixed Allocation is subject to a minimum.
 Please refer to the Statement of Additional Information. In certain states the
 interest rate may be subject to a minimum under state law or regulation.

 HOW DOES THE MARKET VALUE ADJUSTMENT WORK?
 If you transfer or withdraw Account Value from a Fixed Allocation more than 30
 days before the end of its Guarantee Period, we will adjust the value of your
 investment based on a formula, called a "Market Value Adjustment" or "MVA".
 The amount of any Market Value Adjustment can be either positive or negative,
 depending on the movement of a combination of Strip Yields on Strips and an
 Option-adjusted Spread (each as defined below) between the time that you
 purchase the Fixed Allocation and the time you make a transfer or withdrawal.
 The Market Value Adjustment formula compares the combination of Strip Yields
 for Strips and the Option-adjusted Spreads as of the date the Guarantee Period
 began with the combination of Strip Yields for Strips and the Option-adjusted
 Spreads as of the date the MVA is being calculated. In certain states the
 amount of any Market Value Adjustment may be limited under state law or
 regulation. If your Annuity is governed by the laws of that state, any Market
 Value Adjustment that applies will be subject to our rules for complying with
 such law or regulation.
..   "Strips" are a form of security where ownership of the interest portion of
    United States Treasury securities are separated from ownership of the
    underlying principal amount or corpus.
..   "Strip Yields" are the yields payable on coupon Strips of United States
    Treasury securities.
..   "Option-adjusted Spread" is the difference between the yields on corporate
    debt securities (adjusted to disregard options on such securities) and
    government debt securities of comparable duration. We currently use the
    Merrill Lynch 1 to 10 year Investment Grade Corporate Bond Index of
    Option-adjusted Spreads.

 MVA Formula
 The MVA formula is applied separately to each Fixed Allocation to determine
 the Account Value of the Fixed Allocation on a particular date. The formula is
 as follows:

                          [(1+I) / (1+J+0.0010)]/N365/

                                     where:

        I is the Strip Yield as of the start date of the Guarantee Period for
        coupon Strips maturing at the end of the applicable Guarantee Period
        plus the Option-adjusted Spread. If there are no Strips maturing at
        that time, we will use the Strip Yield for the Strips maturing as soon
        as possible after the Guarantee Period ends.

        J is the Strip Yield as of the date the MVA formula is being applied
        for coupon Strips maturing at the end of the applicable Guarantee
        Period plus the Option-adjusted Spread. If there are no Strips maturing
        at that time, we will use the Strip Yield for the Strips maturing as
        soon as possible after the Guarantee Period ends.

        N is the number of days remaining in the original Guarantee Period.

 If you surrender your Annuity under the right to cancel provision, the MVA
 formula is:

                            [(1 + I)/(1 + J)]/N365/

 MVA Examples
 The following hypothetical examples show the effect of the MVA in determining
 Account Value. Assume the following:
   .   You allocate $50,000 into a Fixed Allocation (we refer to this as the
       "Allocation Date" in these examples) with a Guarantee Period of 5 years
       (we refer to this as the "Maturity Date" in these examples).
   .   The Strip Yields for coupon Strips beginning on Allocation Date and
       maturing on Maturity Date plus the Option-adjusted Spread is 5.50% (I =
       5.50%).
   .   You make no withdrawals or transfers until you decide to withdraw the
       entire Fixed Allocation after exactly three (3) years, at which point
       730 days remain before the Maturity Date (N = 730).

                                      33



 Example Of Positive MVA
 Assume that at the time you request the withdrawal, the Strip Yields for
 Strips maturing on the Maturity Date plus the Option-adjusted Spread is 4.00%
 (J = 4.00%). Based on these assumptions, the MVA would be calculated as
 follows:

     MVA Factor = [(1+I)/(1+J+0.0010)]/N365/ = [1.055/1.041]/2/ /= 1.027078
                           Interim Value = $57,881.25
       Account Value after MVA = Interim Value X MVA Factor = $59,448.56

 Example Of Negative MVA
 Assume that at the time you request the withdrawal, the Strip Yields for
 Strips maturing on the Maturity Date plus the Option-adjusted Spread is 7.00%
 (J = 7.00%). Based on these assumptions, the MVA would be calculated as
 follows:

     MVA Factor = [(1+I)/(1+J+0.0010)]/N365 /= [1.055/1.071]/2/ = 0.970345
                           Interim Value = $57,881.25
       Account Value after MVA = Interim Value X MVA Factor = $56,164.78

 WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?
 The "Maturity Date" for a Fixed Allocation is the last day of the Guarantee
 Period. Before the Maturity Date, you may choose to renew the Fixed Allocation
 for a new Guarantee Period of the same or different length or you may transfer
 all or part of that Fixed Allocation's Account Value to another Fixed
 Allocation or to one or more Sub-accounts. We will not charge a MVA if you
 choose to renew a Fixed Allocation on its Maturity Date or transfer the
 Account Value to one or more Sub-accounts. We will notify you before the end
 of the Guarantee Period about the fixed interest rates that we are currently
 crediting to all Fixed Allocations that are being offered. The rates being
 credited to Fixed Allocations may change before the Maturity Date.

 If you do not specify how you want a Fixed Allocation to be allocated on its
 Maturity Date, we will then transfer the Account Value of the Fixed Allocation
 to the AST Money Market Sub-account. You can then elect to allocate the
 Account Value to any of the Sub-accounts or to a new Fixed Allocation.

                                      34



                            ACCESS TO ACCOUNT VALUE

 WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?
 During the accumulation period you can access your Account Value through
 partial withdrawals, Systematic Withdrawals, and where required for tax
 purposes, Minimum Distributions. You can also surrender your Annuity at any
 time. We may deduct a portion of the Account Value being withdrawn or
 surrendered as a CDSC, if applicable. If you surrender your Annuity, in
 addition to any CDSC, we may deduct the Annual Maintenance Fee, any Tax Charge
 that applies and the charge for any optional benefits. We may also apply a
 Market Value Adjustment to any Fixed Allocations being withdrawn or
 surrendered. Certain amounts may be available to you each Annuity Year that
 are not subject to a CDSC. These are called "Free Withdrawals." Unless you
 notify us differently, withdrawals are taken pro-rata based on the Account
 Value in the investment options at the time we receive your withdrawal
 request. Each of these types of distributions is described more fully below.

 ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?
 (For more information, see "Tax Considerations.")

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

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

 CAN I WITHDRAW A PORTION OF MY ANNUITY?
 Yes, you can make a withdrawal during the accumulation period.

   .   To meet liquidity needs, you can withdraw a limited amount from your
       Annuity during each Annuity Year without application of any CDSC. We
       call this the "Free Withdrawal" amount. The Free Withdrawal amount is
       not available if you choose to surrender your Annuity. Amounts withdrawn
       as a Free Withdrawal do not reduce the amount of CDSC that may apply
       upon a subsequent withdrawal or surrender of your Annuity. After any
       partial withdrawal, your Annuity must have a Surrender Value of at least
       $1,000, or we may treat the partial withdrawal request as a request to
       fully surrender your annuity. The minimum Free Withdrawal you may
       request is $100.

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

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

 1. First determine what, if any, amounts qualify as a Free Withdrawal. These
    amounts are not subject to the CDSC.
 2. Next determine what, if any, remaining amounts are withdrawals of Purchase
    Payments. Amounts in excess of the Free Withdrawal amount will be treated
    as withdrawals of Purchase Payments unless all Purchase Payments have been
    previously withdrawn. These amounts are subject to the CDSC. Purchase
    Payments are withdrawn on a first in, first out basis.
 3. Withdraw any remaining amounts from any other Account Value. These amounts
    are not subject to the CDSC.

 You may request a withdrawal for an exact dollar amount after deduction of any
 CDSC that applies (called a "net withdrawal") or request a gross withdrawal
 from which we will deduct any CDSC that applies, resulting in less money being
 payable to you than the amount you requested. If you request a net withdrawal,
 the amount deducted from your Account Value to pay the CDSC may also be
 subject to a CDSC.


 Partial withdrawals may also be available following annuitization but only if
 you choose certain annuity payment options. (Note, however, that we do not
 permit commutation once annuity payments have commenced).

 To request the forms necessary to make a withdrawal from your Annuity, call
 1-800-752-6342 or visit our Internet Website at www.prudentialannuities.com.


 HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?
 The maximum Free Withdrawal amount during each Annuity Year is equal to 10% of
 all Purchase Payments that are subject to a CDSC. Withdrawals made within an
 Annuity Year reduce the Free Withdrawal amount available for the remainder of
 the Annuity

                                      35



 Year. If you do not make a withdrawal during an Annuity Year, you are not
 allowed to carry over the Free Withdrawal amount to the next Annuity Year.

 CAN I MAKE PERIODIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD?
 Yes. We call these "Systematic Withdrawals." You can receive Systematic
 Withdrawals of earnings only or a flat dollar amount. Systematic Withdrawals
 may be subject to a CDSC. We will determine whether a CDSC applies and the
 amount in the same way as we would for a partial withdrawal.

 Systematic Withdrawals can be made from Account Value allocated to the
 Sub-accounts or Fixed Allocations. Generally, Systematic Withdrawals from
 Fixed Allocations are limited to earnings accrued after the program of
 Systematic Withdrawals begins, or payments of fixed dollar amounts that do not
 exceed such earnings. Systematic Withdrawals are available on a monthly,
 quarterly, semi-annual or annual basis.

 The minimum amount for each Systematic Withdrawal is $100. If any scheduled
 Systematic Withdrawal is for less than $100 (which may occur under a program
 that provides payment of an amount equal to the earnings in your Annuity for
 the period requested), we may postpone the withdrawal and add the expected
 amount to the amount that is to be withdrawn on the next scheduled Systematic
 Withdrawal.


 DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL
 REVENUE CODE?

 Yes. If your Annuity is used as a funding vehicle for certain retirement plans
 that receive special tax treatment under Sections 401, 403(b), 408 or 408A of
 the Code, Section 72(t) of the Code may provide an exception to the 10%
 penalty tax on distributions made prior to age 59 1/2 if you elect to receive
 distributions as a series of "substantially equal periodic payments."
 Distributions received under these provisions in any Annuity Year that exceed
 the maximum amount available as a free withdrawal will be subject to any
 applicable CDSC. We may apply a Market Value Adjustment to any Fixed
 Allocations. To request a program that complies with Sections 72(t), you must
 provide us with certain required information in writing on a form acceptable
 to us. We may require advance notice to allow us to calculate the amount of
 72(t) withdrawals. The Surrender Value of your Annuity must be at least
 $20,000 before we will allow you to begin a program for withdrawals under
 Sections 72(t). The minimum amount for any such withdrawal is $100 and
 payments may be made monthly, quarterly, semi-annually or annually.

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

 WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?
 (See "Tax Considerations" for a further discussion of Required Minimum
 Distributions.)


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


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

 You may also annuitize your contract and begin receiving payments for the
 remainder of your life (or life expectancy) as a continued means of receiving
 income payments and satisfying the Required Minimum Distribution provisions
 under the Code.

 CAN I SURRENDER MY ANNUITY FOR ITS VALUE?
 Yes. During the accumulation period you can surrender your Annuity at any
 time. Upon surrender, you will receive the Surrender Value. Upon surrender of
 your Annuity, you will no longer have any rights under the surrendered Annuity.

 For purposes of calculating any applicable CDSC on surrender, the Purchase
 Payments being withdrawn may be greater than your remaining Account Value or
 the amount of your withdrawal request. This is most likely to occur if you
 have made prior

                                      36



 withdrawals under the Free Withdrawal provision or if your Account Value has
 declined in value due to negative market performance. In that scenario, we
 would determine the CDSC amount as the applicable percentage of the Purchase
 Payments being withdrawn, rather than as a percentage of the remaining Account
 Value or withdrawal request. Thus, the CDSC would be greater than if it were
 calculated as a percentage of remaining Account Value or withdrawal amount. We
 may apply a Market Value Adjustment to any Fixed Allocations.

 Under certain annuity payment options, you may be allowed to surrender your
 Annuity for its then current value.


 To request the forms necessary to surrender your Annuity, call 1-800-752-6342
 or visit our Internet Website at www.prudentialannuities.com.

 WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?

 Where permitted by law, you may request to surrender all or part of your
 Annuity prior to the Annuity Date without application of any otherwise
 applicable CDSC upon occurrence of a medically-related "Contingency Event" as
 described below. We may apply a Market Value Adjustment to any Fixed
 Allocations. If you request a full surrender, the amount payable will be your
 Account Value minus, with respect to Optimum Plus, (a) the amount of any
 Credits applied within 12 months prior to your request to surrender your
 Annuity under this provision; and (b) the amount of any Credits added in
 conjunction with any Purchase Payments received after our receipt of your
 request for a medically-related surrender (e.g. Purchase Payments received at
 such time pursuant to a salary reduction program). With respect to partial
 surrenders, we similarly reserve the right to take back Credits as described
 above.


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

   .   The Annuitant must have been named or any change of Annuitant must have
       been accepted by us, prior to the "Contingency Event" described below in
       order to qualify for a medically-related surrender;
   .   the Annuitant must be alive as of the date we pay the proceeds of such
       surrender request;
   .   if the Owner is one or more natural persons, all such Owners must also
       be alive at such time;

   .   we must receive satisfactory proof of the Annuitant's confinement in a
       Medical Care Facility or Fatal Illness in writing on a form satisfactory
       to us; and

   .   no additional Purchase Payments can be made to the Annuity

 A "Contingency Event" occurs if the Annuitant is:
   .   first confined in a "Medical Care Facility" while your Annuity is in
       force and remains confined for at least 90 days in a row; or
   .   first diagnosed as having a "Fatal Illness" while your Annuity is in
       force.

 The definitions of "Medical Care Facility" and "Fatal Illness," as well as
 additional terms and conditions, are provided in your Annuity. Specific
 details and definitions in relation to this benefit may differ in certain
 jurisdictions.

 WHAT TYPES OF ANNUITY OPTIONS ARE AVAILABLE?

 We currently make available annuity options that provide fixed annuity
 payments, or adjustable annuity payments. Your Annuity provides certain fixed
 annuity payment options. We do not guarantee to continue to make available or
 any other option other than the fixed annuity payment options set forth in
 your Annuity. Fixed options provide the same amount with each payment.
 Adjustable options provide a fixed payment that is periodically adjusted based
 on current interest rates. Please refer to the "Living Benefits" section below
 for a description of annuity options that are available when you elect one of
 the living benefits. For additional information on annuity payment options you
 may request a Statement of Additional Information.

 You may choose an Annuity Date, an annuity option and the frequency of annuity
 payments. You may change your choices before the Annuity Date under the terms
 of your contract. A maximum Annuity Date may be required by law or under the
 terms of your Annuity. The Annuity Date may depend on the annuity option you
 choose. Certain annuity options may not be available depending on the age of
 the Annuitant. See section below entitled "How and When Do I Choose the
 Annuity Payment Option?"


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

 Please note, with respect to Optimum Plus, you may not annuitize within the
 first three Annuity Years and with respect to Optimum and Optimum Four, you
 may not annuitize within the first Annuity Year.

 Option 1
 Payments for Life: Under this option, income is payable periodically until the
 death of the "key life". The "key life" (as used in this section) is the
 person or persons upon whose life annuity payments are based. No additional
 annuity payments are made after the death of the key life. Since no minimum
 number of payments is guaranteed, this option offers the largest amount of
 periodic payments of the life contingent annuity options. It is possible that
 only one payment will be payable if the death of the key life

                                      37



 occurs before the date the second payment was due, and no other payments nor
 death benefits would be payable. Under this option, you cannot make a partial
 or full surrender of the annuity.

 Option 2
 Payments Based on Joint Lives: Under this option, income is payable
 periodically during the joint lifetime of two key lives, and thereafter during
 the remaining lifetime of the survivor, ceasing with the last payment prior to
 the survivor's death. No minimum number of payments is guaranteed under this
 option. It is possible that only one payment will be payable if the death of
 all the key lives occurs before the date the second payment was due, and no
 other payments or death benefits would be payable. Under this option, you
 cannot make a partial or full surrender of the annuity.

 Option 3
 Payments for Life with a Certain Period: Under this option, income is payable
 until the death of the key life. However, if the key life dies before the end
 of the period selected (5, 10 or 15 years), the remaining payments are paid to
 the Beneficiary until the end of such period. Under this option, you cannot
 make a partial or full surrender of the annuity.

 Option 4
 Fixed Payments for a Certain Period: Under this option, income is payable
 periodically for a specified number of years. If the payee dies before the end
 of the specified number of years, the remaining payments are paid to the
 Beneficiary until the end of such period. Note that under this option,
 payments are not based on any assumptions of life expectancy. Therefore, that
 portion of the Insurance Charge assessed to cover the risk that key lives
 outlive our expectations provides no benefit to an Owner selecting this
 option. Under this option, you cannot make a partial or full surrender of the
 annuity.

 We may make different annuity payment options available in the future. We do
 not guarantee to continue to make available any other option other than the
 fixed annuity payment options set forth in your contract.

 HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?
 Unless prohibited by law, we require that you elect either a life annuity or
 an annuity with a certain period of at least 5 years if any CDSC would apply
 were you to surrender your Annuity on the Annuity Date. Certain annuity
 payment options may not be available if your Annuity Date occurs during the
 period that a CDSC would apply.

 You have a right to choose your Annuity Date provided it is no later than the
 maximum Annuity Date that may be required by law or under the terms of your
 Annuity.

 For Annuities issued prior to November 20, 2006:
   .   if you do not provide us with your Annuity Date, a default date for the
       Annuity Date will be the first day of the calendar month following the
       later of the Annuitant's 85/th/ birthday or the fifth anniversary of our
       receipt of your request to purchase an Annuity; and
   .   unless you instruct us otherwise, the annuity payments, where allowed by
       law, will be calculated on a fixed basis under Option 3, Payments for
       Life with 10 years certain.


 If you choose to defer the Annuity Date beyond the default date, the IRS may
 not consider your contract to be an annuity under the tax law. If that should
 occur, all gain in your Annuity at that time will become immediately taxable
 to you. Further, each subsequent year's increase in Account Value would be
 taxable in that year. By choosing to continue to defer after the default date,
 you will assume the risk that your Annuity will not be considered an annuity
 for federal income tax purposes.


 For Annuities issued on or after November 20, 2006:
   .   Unless we agree otherwise, the Annuity Date you choose must be no later
       than the first day of the calendar month coinciding with or next
       following the later of: (a) the oldest Owner's or Annuitant's 95/th/
       birthday, whichever occurs first, and (b) the fifth anniversary of the
       Issue Date. Certain states may have different requirements based on
       applicable laws.
   .   If you do not provide us with your Annuity Date, the maximum date as
       described above will be the default date; and, unless you instruct us
       otherwise, we will pay you the annuity payments and the annuity
       payments, where allowed by law, will be calculated on a fixed basis
       under Option 3, Payments for Life with 10 years certain



 Please note that annuitization essentially involves converting your Account
 Value to an annuity payment stream, the length of which depends on the terms
 of the applicable annuity option. Thus, once annuity payments begin, your
 death benefit is determined solely under the terms of the applicable annuity
 payment option, and you no longer participate in any optional living benefit
 (unless you have annuitized under that benefit).

 HOW ARE ANNUITY PAYMENTS CALCULATED?

 Fixed Annuity Payments
 If you choose to receive fixed annuity payments, you will receive equal
 fixed-dollar payments throughout the period you select. The amount of the
 fixed payment will vary depending on the annuity payment option and payment
 frequency you select. Generally,

                                      38



 the first annuity payment is determined by multiplying the Account Value,
 minus any state premium taxes that may apply, by the factor determined from
 our table of annuity rates. The table of annuity rates differs based on the
 type of annuity chosen and the frequency of payment selected. Our rates will
 not be less than our guaranteed minimum rates. These guaranteed minimum rates
 are derived from the a2000 Individual Annuity Mortality Table with an assumed
 interest rate of 3% per annum. Where required by law or regulation, such
 annuity table will have rates that do not differ according to the gender of
 the key life. Otherwise, the rates will differ according to the gender of the
 key life.

 Adjustable Annuity Payments
 We may make an adjustable annuity payment option available. Adjustable annuity
 payments are calculated similarly to fixed annuity payments except that on
 every fifth (5/th/) anniversary of receiving annuity payments, the annuity
 payment amount is adjusted upward or downward depending on the rate we are
 currently crediting to annuity payments. The adjustment in the annuity payment
 amount does not affect the duration of remaining annuity payments, only the
 amount of each payment.

                                      39



                            LIVING BENEFIT PROGRAMS

 DO YOU OFFER PROGRAMS DESIGNED TO PROVIDE INVESTMENT PROTECTION FOR OWNERS
 WHILE THEY ARE ALIVE?

 Prudential Annuities offers different optional benefits, for an additional
 charge, that can provide investment protection for Owners while they are
 alive. Notwithstanding the additional protection provided under the optional
 Living Benefit Programs, the additional cost has the impact of reducing net
 performance of the investment options. Each optional benefit offers a distinct
 type of guarantee, regardless of the performance of the Sub-accounts, that may
 be appropriate for you depending on the manner in which you intend to make use
 of your Annuity while you are alive. Depending on which optional benefit you
 choose, you can have flexibility to invest in the Sub-accounts while:

..   protecting a principal amount from decreases in value as of specified
    future dates due to investment performance;
..   taking withdrawals with a guarantee that you will be able to withdraw not
    less than a principal amount over time;

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

..   providing spousal continuation of certain benefits.


 The "living benefits" that Prudential Annuities offers are the Guaranteed
 Return Option (GRO), the Guaranteed Return Option Plus (GRO Plus), Guaranteed
 Return Option Plus 2008 (GRO Plus 2008), the Highest Daily Guaranteed Return
 Option (Highest Daily GRO), the Guaranteed Minimum Withdrawal Benefit (GMWB),
 the Guaranteed Minimum Income Benefit (GMIB), the Lifetime Five Income
 Benefit, the Spousal Lifetime Five Income Benefit, the Highest Daily Lifetime
 Five Income Benefit, the Highest Daily Lifetime Seven Income Benefit, and the
 Spousal Highest Daily Lifetime Seven Income Benefit. Please refer to the
 benefit descriptions that follow for a complete description of the terms,
 conditions and limitations of each optional benefit. Investment restrictions
 apply if you elect certain optional living benefits. You should consult with
 your Financial Professional to determine if any of these optional benefits may
 be appropriate for you based on your financial needs. There are many factors
 to consider, but we note that among them you may want to evaluate the tax
 implications of these different approaches to meeting your needs, both between
 these benefits and in comparison to other potential solutions to your needs
 (e.g., comparing the tax implications of the withdrawal benefit and annuity
 payments).

 Here is a general description of each kind of living benefit that we offer
 under this Annuity:
..   Guaranteed Minimum Accumulation Benefits. The common characteristic of
    these benefits is that a specified amount of your annuity value is
    guaranteed at some point in the future. For example, under our Highest
    Daily GRO benefit, we make an initial guarantee that your annuity value on
    the day you start the benefit will not be any less ten years later. If your
    annuity value is less on that date, we use our own funds to give you the
    difference. Because the guarantee inherent in the guaranteed minimum
    accumulation benefit does not take effect until a specified number of years
    into the future, you should elect such a benefit only if your investment
    time horizon is of at least that duration.
..   Guaranteed Minimum Income Benefit or ("GMIB"). As discussed elsewhere in
    this prospectus, you have the right under your annuity to ask us to convert
    your accumulated annuity value into a series of annuity payments.
    Generally, the smaller the amount of your annuity value, the smaller the
    amount of your annuity payments. GMIB addresses this risk, by guaranteeing
    a certain amount of appreciation in the amount used to produce annuity
    payments. Thus, even if your annuity value goes down in value, GMIB
    guarantees that the amount we use to determine the amount of the annuity
    payments will go up in value by the prescribed amount. You should select
    GMIB only if you are prepared to delay your annuity payments for the
    required waiting period and if you anticipate needing annuity payments.
..   Guaranteed Minimum Withdrawal Benefit. This benefit is designed for someone
    who wants to access the annuity's value through withdrawals over time,
    rather than by annuitizing. This benefit guarantees that a specified amount
    will be available for withdrawal over time, even if the value of the
    annuity itself has declined.
..   Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits also are
    designed for someone who wants to access the annuity's value through
    withdrawals over time, rather than by annuitizing. These benefits differ,
    however, in that the withdrawal amounts are guaranteed for life (or until
    the second to die of spouses). The way that we establish the guaranteed
    amount that, in turn, determines the amount of the annual lifetime payments
    varies among these benefits. Under our Highest Daily Lifetime Seven
    benefit, for example, the guaranteed amount generally is equal to your
    annuity value, appreciated at seven percent annually.

 Please refer to the benefit descriptions that follow for a complete
 description of the terms, conditions and limitations of each optional benefit.
 Investment restrictions apply if you elect certain optional living benefits.
 You should consult with your Financial Professional to determine if any of
 these optional benefits may be appropriate for you based on your financial
 needs. There are many factors to consider, but we note that among them you may
 want to evaluate the tax implications of these different approaches to meeting
 your needs, both between these benefits and in comparison to other potential
 solutions to your needs (e.g., comparing the tax implications of the
 withdrawal benefit and annuity payments).


                                      40



 GUARANTEED RETURN OPTION Plus/SM/ (GRO Plus/SM/)


 The Guaranteed Return Option Plus described below is only being offered in
 those jurisdictions where we have received regulatory approval, and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. The program can be elected by new
 purchasers on the Issue Date of their Annuity, and can be elected by existing
 Annuity Owners on either the anniversary of the Issue Date of their Annuity or
 on a date other than that anniversary, as described below under "Election of
 the Program". The Guaranteed Return Option Plus is not available if you elect
 any other optional living benefit, the Highest Daily Value Death Benefit, or
 the Dollar Cost Averaging program if it involves transfers out of the Fixed
 Allocations.


 We offer a program that, after a seven-year period following commencement of
 the program (we refer to the end of that period and any applicable subsequent
 period as the "maturity date") and on each anniversary of the maturity date
 thereafter while the program remains in effect, guarantees your Account Value
 will not be less than your Account Value on the effective date of your program
 (called the "Protected Principal Value"). The program also offers you the
 opportunity to elect a second, enhanced guaranteed amount at a later date if
 your Account Value has increased, while preserving the guaranteed amount
 established on the effective date of your program. The enhanced guaranteed
 amount (called the "Enhanced Protected Principal Value") guarantees that,
 after a separate period following election of the enhanced guarantee and on
 each anniversary thereafter while this enhanced guarantee amount remains in
 effect, your Account Value will not be less than your Account Value on the
 effective date of your election of the enhanced guarantee.

 The program monitors your Account Value daily and, if necessary,
 systematically transfers amounts between the Sub-accounts you choose and Fixed
 Allocations used to support the Protected Principal Value(s). The program may
 be appropriate if you wish to protect a principal amount against market
 downturns as of a specific date in the future, but also wish to invest in the
 Sub-accounts to participate in market performance. There is an additional
 charge if you elect the Guaranteed Return Option Plus program.

 The guarantees provided by the program exist only on the applicable maturity
 date(s) and on each anniversary of the maturity date(s) thereafter. However,
 due to the ongoing monitoring of your Account Value and the transfer of
 Account Value between the Sub-accounts and the Fixed Allocations to support
 our future guarantees, the program may provide some protection from
 significant market losses if you choose to surrender your Annuity or begin
 receiving annuity payments prior to a maturity date. For this same reason, the
 program may limit your ability to benefit from market increases while it is in
 effect.

 Key Feature - Protected Principal Value/Enhanced Protected Principal Value
 The Guaranteed Return Option Plus offers a base guarantee as well as the
 option of electing an enhanced guarantee at a later date.


       .   Base Guarantee: Under the base guarantee, Prudential Annuities
           guarantees that on the maturity date and on each anniversary of the
           maturity date thereafter that the program remains in effect, your
           Account Value will be no less than the Protected Principal Value. On
           the maturity date and on each anniversary after the maturity date
           that the program remains in effect, if your Account Value is below
           the Protected Principal Value, Prudential Annuities will apply
           additional amounts to your Annuity from its general account to
           increase your Account Value to be equal to the Protected Principal
           Value.

       .   Enhanced Guarantee: On any anniversary following commencement of the
           program, you can establish an enhanced guaranteed amount based on
           your current Account Value. Under the enhanced guarantee, Prudential
           Annuities guarantees that at the end of a specified period following
           the election of the enhanced guarantee (also referred to as its
           "maturity date"), and on each anniversary of the maturity date
           thereafter that the enhanced guaranteed amount remains in effect,
           your Account Value will be no less than the Enhanced Protected
           Principal Value. You can elect an enhanced guarantee more than once;
           however, a subsequent election supersedes the prior election of an
           enhanced guarantee. Election of an enhanced guarantee does not
           impact the base guarantee. In addition, you may elect an "auto
           step-up" feature that will automatically create an enhanced
           guarantee (or increase your enhanced guarantee, if previously
           elected) on each anniversary of the program (and create a new
           maturity period for the new enhanced guarantee) if the Account Value
           as of that anniversary exceeds the Protected Principal Value or
           Enhanced Protected Principal Value by 7% or more. You may also elect
           to terminate an enhanced guarantee. If you elect to terminate the
           enhanced guarantee, the base guarantee will remain in effect. If you
           have elected the enhanced guarantee, on the guarantee's maturity
           date and on each anniversary of the maturity date thereafter that
           the enhanced guarantee amount remains in effect, if your Account
           Value is below the Enhanced Protected Principal Value, Prudential
           Annuities will apply additional amounts to your Annuity from its
           general account to increase your Account Value to be equal to the
           Enhanced Protected Principal Value.



                                      41




 Any amounts added to your Annuity to support our guarantee under the program
 will be applied on a pro rata basis to the Sub-accounts (after first
 transferring any amounts held in the Fixed Allocations pro rata to the
 Sub-accounts and then, if necessary, reallocating those assets according to
 our asset allocation mechanism). If our assumptions are correct and the
 operations relating to the administration of the program work properly, we do
 not expect that we will need to add additional amounts to your Annuity. The
 Protected Principal Value is referred to as the "Base Guarantee" and the
 Enhanced Protected Principal Value is referred to as the "Step-up Guarantee"
 in the rider we issue for this benefit.


 Withdrawals under your Annuity

 Withdrawals from your Annuity, while the program is in effect, will reduce the
 base guarantee under the program as well as any enhanced guarantee. Cumulative
 annual withdrawals up to 5% of the Protected Principal Value as of the
 effective date of the program (adjusted for any subsequent Purchase Payments
 and, with respect to Optimum Plus, any Credits applied to such Purchase
 Payments) will reduce the applicable guaranteed amount by the actual amount of
 the withdrawal (referred to as the "dollar-for-dollar limit"). If the amount
 withdrawn is greater than the dollar-for-dollar limit, the portion of the
 withdrawal equal to the dollar-for-dollar limit will be treated as described
 above, and the portion of the withdrawal in excess of the dollar-for-dollar
 limit will reduce the base guarantee and the enhanced guarantee
 proportionally, according to the formula as described in the rider for this
 benefit (see the examples of this calculation below). Withdrawals other than
 Systematic Withdrawals will be taken pro-rata from the Sub-accounts and any
 Fixed Allocations. Systematic Withdrawals will be taken pro-rata from the
 Sub-accounts and any Fixed Allocations up to growth attributable to the Fixed
 Allocations and thereafter pro-rata solely from the Sub-accounts. Withdrawals
 will be subject to all other provisions of your Annuity, including any
 Contingent Deferred Sales Charge and Market Value Adjustment that would apply.


 Charges for other optional benefits under your Annuity that are deducted as an
 annual charge in arrears will not reduce the applicable guaranteed amount
 under the Guaranteed Return Option Plus program and any third party investment
 advisory service will be treated as withdrawals and will reduce the applicable
 guaranteed amount.

 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the GRO Plus/SM/ program
 are October 13, 2004; 2.) an initial Purchase Payment of $250,000 (includes
 any Credits under Optimum Plus); 3.) a base guarantee amount of $250,000; and
 4.) a dollar-for-dollar limit of $12,500 (5% of $250,000). The values set
 forth here are purely hypothetical and do not reflect the charge for GRO Plus
 or other fees and charges.

 Example 1. Dollar-For-Dollar Reduction
 A $10,000 withdrawal is taken on November 29, 2004 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-For-Dollar and Proportional Reductions
 A second $10,000 withdrawal is taken on December 18, 2004 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from
 Example 1:
..   The base guarantee amount is first reduced by the Remaining Limit (from
    $240,000 to $237,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($180,000 - $2,500, or
       $177,500).

 The resulting base guarantee amount is: $237,500 X (1 - $7,500 / $177,500), or
 $227,464.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year.

 Example 3. Reset of the Dollar-For-Dollar Limit
 A $10,000 withdrawal is made on December 19, 2005 (second Annuity Year). The
 Remaining Limit has been reset to the dollar-for-dollar limit of $12,500. As
 the amount withdrawn is less than the dollar-for-dollar limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., reduced
    by $10,000, from $227,464.79 to $217,464.79).
..   The Remaining Limit for the balance of the second Annuity Year is also
    reduced by the amount withdrawn (from $12,500 to $2,500).

 Key Feature - Allocation of Account Value
 Account Value is transferred to and maintained in Fixed Allocations to the
 extent we, in our sole discretion, deem it is necessary to support our
 guarantee(s) under the program. We monitor fluctuations in your Account Value
 each Valuation Day, as well as the prevailing interest rates on Fixed
 Allocations, the remaining duration(s) until the applicable maturity date(s)
 and the amount of Account Value allocated to Fixed Allocation(s) relative to a
 "reallocation trigger", which determines whether Account Value must be

                                      42



 transferred to or from Fixed Allocation(s). While you are not notified when
 your Account Value reaches a reallocation trigger, you will receive a
 confirmation statement indicating the transfer of a portion of your Account
 Value either to or from Fixed Allocation(s).

       .   If your Account Value is greater than or equal to the reallocation
           trigger, your Account Value in the Sub-accounts will remain
           allocated according to your most recent instructions. If a portion
           of Account Value was previously allocated to a Fixed Allocation to
           support the applicable guaranteed amount, all or a portion of those
           amounts may be transferred from the Fixed Allocation and
           re-allocated to the Sub-accounts pro-rata according to your most
           recent allocation instructions (including the model allocations
           under any asset allocation program you may have elected). A Market
           Value Adjustment will apply when we reallocate Account Value from a
           Fixed Allocation to the Sub-accounts, which may result in a decrease
           or increase in your Account Value.

       .   If your Account Value is less than the reallocation trigger, a
           portion of your Account Value in the Sub-accounts will be
           transferred from the Sub-accounts pro-rata according to your
           allocations to a new Fixed Allocation(s) to support the applicable
           guaranteed amount. The new Fixed Allocation(s) will have a Guarantee
           Period equal to the time remaining until the applicable maturity
           date(s). The Account Value allocated to the new Fixed Allocation(s)
           will be credited with the fixed interest rate(s) then being credited
           to a new Fixed Allocation(s) maturing on the applicable maturity
           date(s) (rounded to the next highest yearly duration). The Account
           Value will remain invested in each applicable Fixed Allocation until
           the applicable maturity date unless, at an earlier date, your
           Account Value is greater than or equal to the reallocation trigger
           and, therefore, amounts can be transferred to the Sub-accounts while
           maintaining the guaranteed protection under the program (as
           described above).

 If a significant amount of your Account Value is systematically transferred to
 Fixed Allocations to support the Protected Principal Value and/or the Enhanced
 Protected Principal Value during periods of market declines, low interest
 rates, and/or as the program nears its maturity date, less of your Account
 Value may be available to participate in the investment experience of the
 Sub-accounts if there is a subsequent market recovery. During periods closer
 to the maturity date of the base guarantee or any enhanced guarantee, or any
 anniversary of such maturity date(s), a significant portion of your Account
 Value may be allocated to Fixed Allocations to support any applicable
 guaranteed amount(s). If your Account Value is less than the reallocation
 trigger and new Fixed Allocations must be established during periods where the
 interest rate(s) being credited to such Fixed Allocations is low, a larger
 portion of your Account Value may need to be transferred to Fixed Allocations
 to support the applicable guaranteed amount(s), causing less of your Account
 Value to be available to participate in the investment experience of the
 Sub-accounts.

 Separate Fixed Allocations may be established in support of the Protected
 Principal Value and the Enhanced Protected Principal Value (if elected). There
 may also be circumstances when a Fixed Allocation will be established only in
 support of the Protected Principal Value or the Enhanced Protected Principal
 Value. If you elect an enhanced guarantee, it is more likely that a portion of
 your Account Value may be allocated to Fixed Allocations and will remain
 allocated for a longer period of time to support the Enhanced Protected
 Principal Value, even during a period of positive market performance and/or
 under circumstances where Fixed Allocations would not be necessary to support
 the Protected Principal Value. Further, there may be circumstances where Fixed
 Allocations in support of the Protected Principal Value or Enhanced Protected
 Principal Value are transferred to the Sub-accounts differently than each
 other because of the different guarantees they support.


 Prudential Annuities uses an allocation mechanism based on assumptions of
 expected and maximum market volatility, interest rates and time left to the
 maturity of the program to determine the reallocation trigger. The allocation
 mechanism is used to determine the allocation of Account Value between Fixed
 Allocations and the Sub-accounts you choose. Prudential Annuities reserves the
 right to change the allocation mechanism and the reallocation trigger at its
 discretion, subject to regulatory approval where required. Changes to the
 allocation mechanism and/or the reallocation trigger may be applied to
 existing programs where allowed by law.


 Election of the Program
 The Guaranteed Return Option Plus program can be elected at the time that you
 purchase your Annuity, or on any Valuation Day thereafter (prior to
 annuitization). If you elect the program after the Issue Date of your Annuity,
 the program will be effective as of the Valuation Day that we receive the
 required documentation in good order at our home office, and the guaranteed
 amount will be based on your Account Value as of that date. If you previously
 elected the Guaranteed Return Option program and wish to elect the Guaranteed
 Return Option Plus program, your prior Guaranteed Return Option program will
 be terminated. Termination of the Guaranteed Return Option for the purpose of
 electing the Guaranteed Return Option Plus will be treated as any other
 termination of the Guaranteed Return Option (see below), including the
 termination of any guaranteed amount, and application of any applicable Market
 Value Adjustment when amounts are transferred to the Sub-accounts as a result
 of the termination. The Guaranteed Return Option Plus program will then be
 added to your Annuity based on the current Account Value.

 Termination of the Program
 You can elect to terminate the enhanced guarantee but maintain the protection
 provided by the base guarantee. You also can terminate the Guaranteed Return
 Option Plus program entirely. If you terminate the program entirely, you can
 subsequently elect to participate in the program again (based on the Account
 Value on that date) by furnishing the documentation we require. In a rising
 market, you could, for example, terminate the program on a given Valuation Day
 and two weeks later reinstate the program with a

                                      43



 higher base guarantee (and a new maturity date). However, your ability to
 reinstate the program is limited by the following: (A) in any Annuity Year, we
 do not permit more than two program elections (including any election made
 effective on the Annuity issue date and any election made by a surviving
 spouse) and (B) a program reinstatement cannot be effected on the same
 Valuation Day on which a program termination was effected. Upon termination,
 any Account Value in the Fixed Allocations will be transferred to the
 Sub-accounts pro-rata based on the Account Values in such Sub-accounts, or in
 accordance with any effective asset allocation program. A Market Value
 Adjustment will apply.

 The program will terminate automatically upon: (a) the death of the Owner or
 the Annuitant (in an entity owned contract); (b) as of the date Account Value
 is applied to begin annuity payments; or (c) upon full surrender of the
 Annuity. If you elect to terminate the program, the Guaranteed Return Option
 Plus will no longer provide any guarantees. The surviving spouse may elect the
 benefit at any time, subject to the limitations described above, after the
 death of the Annuity Owner. The surviving spouse's election will be effective
 on the Valuation Day that we receive the required documentation in good order
 at our home office, and the Account Value on that Valuation Day will be the
 Protected Principal Value.





 Special Considerations under the Guaranteed Return Option Plus
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the Sub-accounts. No Fixed Allocations may be in effect as
       of the date that you elect to participate in the program. However, the
       reallocation trigger may transfer Account Value to Fixed Allocations as
       of the effective date of the program under some circumstances.
   .   You cannot allocate any portion of Purchase Payments (including any
       Credits applied to such Purchase Payments under Optimum Plus) or
       transfer Account Value to or from a Fixed Allocation while participating
       in the program; however, all or a portion of any Purchase Payments
       (including any Credits applied to such Purchase Payments under Optimum
       Plus) may be allocated by us to Fixed Allocations to support the amount
       guaranteed. You cannot participate in any dollar cost averaging program
       that transfers Account Value from a Fixed Allocation to a Sub-account.
   .   Transfers from Fixed Allocations made as a result of the allocation
       mechanism under the program will be subject to the Market Value
       Adjustment formula under an Annuity; however, the 0.10% liquidity factor
       in the formula will not apply. A Market Value Adjustment may be either
       positive or negative. Transfer amounts will be taken from the most
       recently established Fixed Allocation.
   .   Transfers from the Sub-accounts to Fixed Allocations or from Fixed
       Allocations to the Sub-accounts under the program will not count toward
       the maximum number of free transfers allowable under an Annuity.

   .   Any amounts applied to your Account Value by Prudential Annuities on the
       maturity date or any anniversary of the maturity date will not be
       treated as "investment in the contract" for income tax purposes.

   .   Low interest rates may require allocation to Fixed Allocations even when
       the current Account Value exceeds the guarantee.
   .   As the time remaining until the applicable maturity date gradually
       decreases the program will become increasingly sensitive to moves to
       Fixed Allocations.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option. Should we prohibit access to any investment
       option, any transfers required to move Account Value to eligible
       investment options will not be counted in determining the number of free
       transfers during an Annuity Year. We may also require that you allocate
       your Account Value according to an asset allocation model.

 Charges under the Program

 We currently deduct a charge equal to 0.25% of the average daily net assets of
 the Sub-accounts for participation in the Guaranteed Return Option Plus
 program. The annual charge is deducted daily. The charge is deducted to
 compensate Prudential Annuities for: (a) the risk that your Account Value on
 the maturity date is less than the amount guaranteed; and (b) administration
 of the program.


 If you elect the Enhanced Guarantee under the program, and on the date you
 elect to step-up, the charges under the program have changed for new
 purchases, your program may be subject to the new charge level.


 GUARANTEED RETURN OPTION (GRO)(R)

 The Guaranteed Return Option described below is offered only in those
 jurisdictions where we have not yet received regulatory approval for the
 Guaranteed Return Option Plus as of the date the election of the option is
 made. Certain terms and conditions may differ between jurisdictions. The
 program can be elected by new purchasers on the Issue Date of their Annuity,
 and can be elected by existing Annuity Owners on either the anniversary of the
 Issue Date of their Annuity or on a date other than that anniversary, as
 described below under "Election of the Program". The Guaranteed Return Option
 is not available if you elect any other optional living benefit, the Highest
 Daily Value Death Benefit, or the Dollar Cost Averaging program if it involves
 transfers out of the Fixed Allocations.



                                      44



 We offer a program that, after a seven-year period following commencement of
 the program (we refer to the end of that period as the "maturity date")
 guarantees your Account Value will not be less than your Account Value on the
 effective date of your program (called the "Protected Principal Value").

 The program monitors your Account Value daily and, if necessary,
 systematically transfers amounts between the Sub-accounts you choose and the
 Fixed Allocation used to support the Protected Principal Value. The program
 may be appropriate if you wish to protect a principal amount against market
 downturns as of a specific date in the future, but also wish to invest in the
 Sub-accounts to participate in market performance. There is an additional
 charge if you elect the Guaranteed Return Option program.

 The guarantee provided by the program exists only on the applicable maturity
 date. However, due to the ongoing monitoring of your Account Value and the
 transfer of Account Value between the Sub-accounts and the Fixed Allocation to
 support our future guarantee, the program may provide some protection from
 significant market losses if you choose to surrender your Annuity or begin
 receiving annuity payments prior to a maturity date. For this same reason, the
 program may limit your ability to benefit from market increases while it is in
 effect.

 Key Feature - Protected Principal Value

 Under the GRO option, Prudential Annuities guarantees that on the maturity
 date, your Account Value will be no less than the Protected Principal Value.
 On the maturity date if your Account Value is below the Protected Principal
 Value, Prudential Annuities will apply additional amounts to your Annuity from
 its general account to increase your Account Value to be equal to the
 Protected Principal Value. Any amounts added to your Annuity to support our
 guarantee under the program will be applied to the Fixed Allocation first and
 then to the Sub-accounts pro rata, based on your most recent allocation
 instructions in accordance with the allocation mechanism we use under the
 program. We will notify you of any amounts added to your Annuity under the
 program. However, if when we add such an amount to your Annuity, all of your
 Account Value is allocated to the Fixed Allocations, then we will add the
 amount to the AST Money Market Portfolio Sub-account. If our assumptions are
 correct and the operations relating to the administration of the program work
 properly, we do not expect that we will need to add additional amounts to an
 Annuity. The Protected Principal Value is generally referred to as the
 "Guaranteed Amount" in the rider we issue for this benefit.

 Withdrawals from your Annuity, while the program is in effect, will reduce the
 Protected Principal Value proportionally. The proportion will be equal to the
 proportionate reduction in the Account Value due to the withdrawal as of that
 date. Withdrawals will be taken pro rata from the Sub-accounts and any Fixed
 Allocations. Systemic withdrawals will be taken pro rata from the Sub-accounts
 and any Fixed Allocations up to growth attributable to the Fixed Allocations
 and thereafter pro rata solely from the Sub-accounts. Withdrawals will be
 subject to all other provisions of your Annuity, including any Market Value
 Adjustment that would apply.


 Key Feature - Allocation of Account Value
 Account Value is transferred to and maintained in a Fixed Allocation to the
 extent we, in our sole discretion, deem it is necessary to support our
 guarantee under the program. We monitor fluctuations in your Account Value
 each Valuation Day, as well as the prevailing interest rate on the Fixed
 Allocation, the remaining duration until the applicable maturity date and the
 amount of Account Value allocated to the Fixed Allocation relative to a
 "reallocation trigger", which determines whether Account Value must be
 transferred to or from the Fixed Allocation while you are not notified when
 your Account Value reaches a reallocation trigger, you will receive a
 confirmation statement indicating the transfer of a portion of your Account
 Value either to or from the Fixed Allocation.

       .   If your Account Value is greater than or equal to the reallocation
           trigger, your Account Value in the Sub-accounts will remain
           allocated according to your most recent instructions. If a portion
           of Account Value was previously allocated to the Fixed Allocation to
           support the guaranteed amount, all or a portion of those amounts may
           be transferred from the Fixed Allocation and re-allocated to the
           Sub-accounts pro-rata according to your most recent allocation
           instructions (including the model allocations under any asset
           allocation program you may have elected). A Market Value Adjustment
           will apply when we reallocate Account Value from the Fixed
           Allocation to the Sub-accounts, which may result in a decrease or
           increase in your Account Value.

       .   If your Account Value is less than the reallocation trigger, a
           portion of your Account Value in the Sub-accounts will be
           transferred from your Sub-accounts pro-rata according to your
           allocations to a new Fixed Allocation to support the guaranteed
           amount. The new Fixed Allocation will have a Guarantee Period equal
           to the time remaining until the applicable maturity date. The
           Account Value allocated to the new Fixed Allocation will be credited
           with the fixed interest rate then being credited to a new Fixed
           Allocation maturing on the applicable maturity date (rounded to the
           next highest yearly duration). The Account Value will remain
           invested in the Fixed Allocation until the maturity date unless, at
           an earlier date, your Account Value is greater than or equal to the
           reallocation trigger and, therefore, amounts can be transferred to
           the Sub-accounts while maintaining the guaranteed protection under
           the program (as described above).

 If a significant amount of your Account Value is systematically transferred to
 the Fixed Allocation to support the Protected Principal Value during periods
 of market declines, low interest rates, and/or as the program nears its
 maturity date, less of

                                      45



 your Account Value may be available to participate in the investment
 experience of the Sub-accounts if there is a subsequent market recovery.
 During periods closer to the maturity date of the guarantee a significant
 portion of your Account Value may be allocated to the Fixed Allocation to
 support any applicable guaranteed amount. If your Account Value is less than
 the reallocation trigger and a new Fixed Allocation must be established during
 periods where the interest rate being credited to such Fixed Allocation is
 low, a larger portion of your Account Value may need to be transferred to the
 Fixed Allocation to support the guaranteed amount, causing less of your
 Account Value to be available to participate in the investment experience of
 the Sub-accounts.


 Prudential Annuities uses an allocation mechanism based on assumptions of
 expected and maximum market volatility, interest rates and time left to the
 maturity of the program to determine the reallocation trigger. The allocation
 mechanism is used to determine the allocation of Account Value between the
 Fixed Allocation and the Sub-accounts you choose. Prudential Annuities
 reserves the right to change the allocation mechanism and the reallocation
 trigger at its discretion, subject to regulatory approval where required.
 Changes to the allocation mechanism and/or the reallocation trigger may be
 applied to existing programs where allowed by law.


 Election of the Program
 The Guaranteed Return Option can be elected at the time that you purchase your
 Annuity, or on any Valuation Day thereafter (prior to annuitization). If you
 elect the program after the Issue Date of your Annuity, the program will be
 effective as of the Valuation Day that we receive the required documentation
 in good order at our home office, and the Protected Principal Value will be
 based on your Account Value as of that date.

 Restart of the Program
 Once each Annuity Year you may request to restart the Program. Such a request
 is an election by you to terminate the existing Program and start a new one.
 Restarts only take effect on anniversaries of the Issue Date. To make such a
 request for a restart, you must notify us. If we accept your request, we then
 terminate the existing Program as of that valuation period, if it is an
 anniversary of the Issue Date, or, if not, as of the next following
 anniversary of the Issue Date. The new Program starts at that time. The
 initial Protected Principal Value for the new Program is the Account Value as
 of the effective date of the new Program. Unless you tell us otherwise, the
 duration of the new Program will be the same as that for the existing Program.
 However, if we do not then make that duration available, you must elect from
 those we make available at that time.

 As part of terminating the existing Program, we transfer any amounts in Fixed
 Allocations, subject to a Market Value Adjustment, to the Sub-accounts on a
 pro-rata basis. If your entire Account Value was then in Fixed Allocations,
 you must first provide us instructions as to how to allocate the transferred
 Account Value among the Sub-accounts.

 Termination of the Program
 The Annuity Owner also can terminate the Guaranteed Return Option program.
 Upon termination, any Account Value in the Fixed Allocation will be
 transferred to the Sub-accounts pro-rata based on the Account Values in such
 Sub-accounts, or in accordance with any effective asset allocation program. A
 Market Value Adjustment will apply.

 The program will terminate automatically upon: (a) the death of the Owner or
 the Annuitant (in an entity owned contract); (b) as of the date Account Value
 is applied to begin annuity payments; or (c) upon full surrender of your
 Annuity. If you elect to terminate the program, the Guaranteed Return Option
 will no longer provide any guarantees. If the surviving spouse assumes your
 Annuity, he/ she may re-elect the benefit on any anniversary of the Issue Date
 of the Annuity or, if the deceased Owner had not previously elected the
 benefit, may elect the benefit at any time. The surviving spouse's election
 will be effective on the Valuation Day that we receive the required
 documentation in good order at our home office, and the Account Value on that
 Valuation Day will be the Protected Principal Value.

 The charge for the Guaranteed Return Option program will no longer be deducted
 from your Account Value upon termination of the program.

 Special Considerations under the Guaranteed Return Option
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the Sub-accounts. The Fixed Allocation may not be in effect
       as of the date that you elect to participate in the program. However,
       the reallocation trigger may transfer Account Value to the Fixed
       Allocation as of the effective date of the program under some
       circumstances.
   .   Annuity Owners cannot allocate any portion of Purchase Payments
       (including any Credits applied to such Purchase Payments under Optimum
       Plus) or transfer Account Value to or from the Fixed Allocation while
       participating in the program; however, all or a portion of any Purchase
       Payments (including any Credits applied to such Purchase Payments under
       Optimum Plus) may be allocated by us to the Fixed Allocation to support
       the amount guaranteed. You cannot participate in any dollar cost
       averaging program that transfers Account Value from a Fixed Allocation
       to a Sub-account.
   .   Transfers from the Fixed Allocation made as a result of the allocation
       mechanism under the program will be subject to the Market Value
       Adjustment formula under an Annuity; however, the 0.10% liquidity factor
       in the formula will not apply. A Market Value Adjustment may be either
       positive or negative. Transfer amounts will be taken from the most
       recently established Fixed Allocation.

                                      46



   .   Transfers from the Sub-accounts to the Fixed Allocation or from the
       Fixed Allocation to the Sub-accounts under the program will not count
       toward the maximum number of free transfers allowable under an Annuity.

   .   Any amounts applied to your Account Value by Prudential Annuities on the
       maturity date or any anniversary of the maturity date will not be
       treated as "investment in the contract" for income tax purposes.

   .   Low interest rates may require allocation to the Fixed Allocation even
       when the current Account Value exceeds the guarantee.
   .   As the time remaining until the applicable maturity date gradually
       decreases the program will become increasingly sensitive to moves to the
       Fixed Allocation.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option. Should we prohibit access to any investment
       option, any transfers required to move Account Value to eligible
       investment options will not be counted in determining the number of free
       transfers during an Annuity Year. We may also require that you allocate
       your Account Value according to an asset allocation model.

 Charges under the Program

 We deduct a charge equal to 0.25% of the average daily net assets of the
 Sub-accounts for participation in the Guaranteed Return Option program. The
 annual charge is deducted daily. The charge is deducted to compensate
 Prudential Annuities for: (a) the risk that your Account Value on the maturity
 date is less than the amount guaranteed; and (b) administration of the program.

 GUARANTEED RETURN OPTION Plus 2008/SM/ (GRO Plus 2008/SM/)

 The GRO Plus 2008 benefit described below is only being offered in those
 jurisdictions where we have received regulatory approval, and will be offered
 subsequently in other jurisdictions when we receive regulatory approval in
 those jurisdictions. Upon our receipt of approval in a given State, we will
 offer only GRO Plus 2008 for new elections, rather than the existing versions
 of GRO. Certain terms and conditions may differ between jurisdictions once
 approved. You can elect this benefit on the Issue Date of your Annuity, or at
 any time thereafter (unless you previously participated in either this benefit
 or Highest Daily GRO, in which case your election must be on an Annuity
 Anniversary). GRO Plus 2008 is not available if you participate in any other
 optional living benefit. However, GRO Plus 2008 may be elected together with
 any optional death benefit, other than the Highest Daily Value Death Benefit .

 Under GRO Plus 2008, we guarantee that the Account Value on the date that the
 benefit is added to your Annuity (adjusted for subsequent Purchase Payments
 and withdrawals as detailed below) will not be any less than that original
 value on the seventh anniversary of benefit election and each anniversary
 thereafter. We refer to this initial guarantee as the "base guarantee." In
 addition to the base guarantee, GRO Plus 2008 offers the possibility of an
 enhanced guarantee. You may lock in an enhanced guarantee once per "benefit
 year" (i.e., a year beginning on the date you acquired the benefit and each
 anniversary thereafter) if your Account Value on the Valuation Day exceeds the
 amount of any outstanding base guarantee or enhanced guarantee. We guarantee
 that the Account Value locked-in by that enhanced guarantee will not be any
 less seven years later, and each anniversary of that date thereafter. In
 addition, you may elect an automatic enhanced guarantee feature under which,
 if Account Value on a benefit anniversary exceeds the highest existing
 guarantee by 7% or more, we guarantee that such Account Value will not be any
 less seven benefit anniversaries later and each benefit anniversary
 thereafter. You may maintain only one enhanced guarantee in addition to your
 base guarantee. Thus, when a new enhanced guarantee is created, it cancels any
 existing enhanced guarantee. However, the fact that an enhanced guarantee was
 effected automatically on a benefit anniversary does not prevent you from
 "manually" locking-in an enhanced guarantee during the ensuing benefit year.
 Please note that whenever an enhanced guarantee is created, we reserve the
 right to increase your charge for GRO Plus 2008 if we have increased the
 charge for new elections of the benefit generally. You may not lock in an
 enhanced guarantee, either manually or through our optional automatic program,
 within seven years of the date by which annuity payments must commence under
 the terms of your Annuity (please see "How and When Do I Choose The Annuity
 Payment Option?" for further information on your maximum Annuity Date).

 In general, we refer to a date on which the Account Value is guaranteed to be
 present as the "maturity date". If the Account Value on the maturity date is
 less than the guaranteed amount, we will contribute funds from our general
 account to bring your Account Value up to the guaranteed amount. If the
 maturity date is not a Valuation Day, then we would contribute such an amount
 on the next Valuation Day. We will allocate any such amount to each
 Sub-account (other than the "Current AST bond portfolio Sub-account" described
 below) in accordance with your current allocations instructions. Regardless of
 whether we need to contribute funds at the end of a guarantee period, we will
 at that time transfer all amounts held within the Current AST bond portfolio
 Sub-account associated with the maturing guarantee to your other Sub-accounts,
 on a pro rata basis. If the entire Account Value is invested in an AST bond
 portfolio Sub-account, we will allocate according to your current allocation
 instructions.

 We increase both the base guarantee and any enhanced guarantee by the amount
 of each Purchase Payment (and associated credits) made subsequent to the date
 that the guarantee was established. For example, if the effective date of the
 benefit was January 1, 2009 and the Account Value was $100,000 on that date,
 then a $30,000 Purchase Payment made on March 30, 2010 would increase the base
 guarantee amount to $130,000. As illustrated in the examples below, additional
 Purchase Payments also increase an amount we refer to as the
 "dollar-for-dollar corridor."


                                      47




 The dollar-for-dollar corridor is equal to 5% of the base guarantee amount
 (i.e., 5% of the Account Value at benefit election). Thereafter, the
 dollar-for-dollar corridor is adjusted only for subsequent Purchase Payments
 (i.e., 5% of the Purchase Payment is added to the corridor amount) and "excess
 withdrawals" (as described below). Thus, the creation of any enhanced
 guarantee has no impact on the dollar-for-dollar corridor. Each "benefit
 year", withdrawals that you make that are equal to or less than the
 dollar-for-dollar corridor reduce both the amount of the dollar-for-dollar
 corridor for that benefit year plus the base guarantee amount and the amount
 of any enhanced guarantee by the exact amount of the withdrawal. However, if
 you withdraw more than the dollar-for-dollar corridor in a given benefit year,
 we use the portion of the withdrawal that exceeded the dollar-for-dollar
 corridor to effect a proportional reduction to both the dollar-for-dollar
 corridor itself and each guarantee amount. We calculate a proportional
 reduction by (i) identifying the amount of the withdrawal that exceeded the
 dollar-for-dollar corridor (the "excess withdrawal") (ii) subtracting the
 dollar-for-dollar amount from the Account Value prior to the withdrawal
 (iii) dividing the excess withdrawal by the amount in (ii), and (iv) reducing
 each guarantee amount, and the dollar-for-dollar corridor itself, by the
 percentage derived in (iii). See examples of this calculation below.

 Any partial withdrawals in payment of any third party investment advisory
 service will be treated as withdrawals, and will reduce each guarantee amount
 and the dollar-for-dollar corridor in the manner indicated above.

 EXAMPLES
 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the GRO Plus/SM/ 2008
 program are October 13, 2008; 2.) an initial Purchase Payment of $250,000
 (includes any Credits); 3.) a base guarantee amount of $250,000; and 4.) a
 dollar-for-dollar limit of $12,500 (5% of $250,000). The values set forth here
 are purely hypothetical and do not reflect the charge for GRO Plus 2008 or
 other fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 29, 2008 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The base guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 18, 2008 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from
 Example 1:
..   the base guarantee amount is first reduced by the Remaining Limit (from
    $240,000 to $237,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($180,000 - $2,500, or
       $177,500).

 The resulting base guarantee amount is: $237,500 X (1 - $7,500 / $177,500), or
 $227,464.79.

 The Remaining Limit is set to zero (0) for the balance of the first Annuity
 Year.

 Key Feature - Allocation of Account Value
 To allow us to make these guarantees, we monitor your Account Value according
 to the formula that is set forth in the schedule supplement to the rider.
 Because the formula is made part of your schedule supplement, the formula
 applicable to you may not be altered once you elect the benefit. However, we
 do reserve the right to amend the formula for newly-issued Annuities that
 elect GRO Plus 2008 and for existing Annuities that elect the benefit in the
 future. This required allocation mechanism helps us manage our financial
 exposure under GRO Plus 2008, by moving assets out of certain Sub-accounts in
 the event of securities market declines. In essence, we seek to preserve the
 value of these assets, by transferring them to a more stable option (i.e., one
 or more specified bond portfolios of Advanced Series Trust). We refer to these
 bond portfolios collectively as the "AST bond portfolios." The formula also
 contemplates the transfer of assets from an AST bond portfolio to the other
 Sub-accounts in certain other scenarios. The formula itself is the same as
 that used for our Highest Daily GRO benefit, and is set forth in Appendix G to
 this prospectus. A summary description of each AST Bond Portfolio appears
 within the prospectus section entitled "What Are The Investment Objectives and
 Policies Of The Portfolios? Upon the initial transfer of your Account Value
 into an AST Bond Portfolio, we will send a prospectus for that Portfolio to
 you along with your confirmation. In addition, you can find a copy of the AST
 Bond Portfolio prospectus by going to www.prudentialannuities.com.

 Each AST bond portfolio is unique, in that its underlying investments
 generally mature at different times. For example, there would be an AST bond
 portfolio whose underlying investments generally mature in 2015, an AST bond
 portfolio whose underlying investments generally mature in 2016, and so forth.
 We will introduce new AST bond portfolios in subsequent years, to correspond
 generally to the length of new guarantee periods that are created under this
 benefit (and the Highest Daily GRO benefit). If you


                                      48




 have elected GRO Plus 2008, you may invest in an AST bond portfolio only by
 operation of the asset transfer formula, and thus you may not allocate
 Purchase Payments to such a Portfolio. Please see this prospectus and the
 prospectus for the Advanced Series Trust for more information about each AST
 bond portfolio used with this benefit.

 Although we employ several AST bond portfolios for purposes of the benefit,
 the formula described in the next paragraph operates so that your Account
 Value may be allocated to only one AST bond portfolio Sub-account at one time.
 In the description of the formula in the next paragraph, we refer to the AST
 bond portfolio Sub-account in which you are invested immediately prior to any
 potential asset transfer as the "Current AST bond portfolio Sub-account." The
 formula may dictate that a transfer out of the Current AST Bond Portfolio
 Sub-account be made, or alternatively may mandate a transfer into another AST
 bond portfolio Sub-account. Any transfer into an AST bond portfolio
 Sub-account will be directed to the AST bond portfolio Sub-account associated
 with the "current liability" (we refer to that Sub-account as the "Transfer
 AST bond portfolio Sub-account"). Note that if the Current AST bond portfolio
 Sub-account is associated with the current liability, then that Sub-account
 would be the Transfer AST bond portfolio Sub-account, and we would simply
 transfer additional assets into the Sub-account if such a transfer is dictated
 by the formula. As indicated, the AST bond portfolios are employed with this
 benefit to help us mitigate the financial risks under our guarantee. Thus, in
 accordance with the formula, applicable to you under the benefit, we determine
 which AST bond portfolio your Account Value is transferred to, and under what
 circumstances a transfer is made.

 In general, the asset transfer formula works as follows (please see Appendix
 G). On each Valuation Day, the formula automatically performs an analysis with
 respect to each guarantee amount that is outstanding. For each outstanding
 guarantee, the formula begins by determining the present value on that
 Valuation Day that, if appreciated at the applicable "discount rate", would
 equal the applicable guarantee amount on the maturity date. As detailed in the
 formula, the discount rate is an interest rate determined by taking a
 benchmark index used within the financial services industry and then reducing
 the rate determined by that index by a prescribed adjustment. Once selected,
 we do not change the applicable benchmark index (although we do reserve the
 right to use a new benchmark index if the original benchmark is discontinued).
 The greatest of each such present value is referred to as the "current
 liability" in the formula. The formula compares the current liability to the
 amount of your Account Value held within the Current AST bond portfolio
 Sub-account and to your Account Value held within the other Sub-accounts. If
 the current liability, reduced by the amount held within the Current AST bond
 portfolio Sub-account, and divided by the amount held within your other
 Sub-accounts, exceeds an upper target value (currently, 0.85), then the
 formula will make a transfer into the Transfer AST bond portfolio Sub-account,
 in the amount dictated by the formula. If the current liability, reduced by
 the amount held within the Current AST bond portfolio Sub-account, and divided
 by the amount within your other Sub-accounts, is less than a lower target
 value (currently, 0.79), then the formula will transfer Account Value within
 the Current AST bond portfolio Sub-account into the other Sub-accounts (other
 than the Transfer AST bond portfolio Sub-account), in the amount dictated by
 the formula.

 If a significant amount of your Account Value is systematically transferred to
 an AST bond portfolio Sub-account to support the guarantee amounts during
 periods of market declines, low interest rates, and/or as the guarantee nears
 its maturity date, less of your Account Value may be available to participate
 in the investment experience of the other Sub-accounts if there is a
 subsequent market recovery. During periods closer to the maturity date of the
 guarantee, a significant portion of your Account Value may be allocated to an
 AST bond portfolio Sub-account to support any applicable guaranteed amount(s).

 Election/Cancellation of the Program
 GRO Plus 2008 can be elected on the Issue Date of your Annuity, or at any time
 thereafter (unless you previously participated in either this benefit or
 Highest Daily GRO, in which case your election must be on an Annuity
 Anniversary). If you elect the benefit after the Issue Date of your Annuity,
 the benefit will be effective as of the Valuation Day that we receive the
 required documentation in good order at our home office, and the base
 guarantee amount will equal the Account Value on that day. You may elect GRO
 Plus 2008 only if the oldest of the Owner and Annuitant is 84 or younger on
 the date of election (80 or younger, in New York). If you currently
 participate in one of the original versions of GRO, you may terminate that
 benefit at any time and elect GRO Plus 2008.

 You may cancel the GRO Plus 2008 benefit at any time. Upon cancellation, we
 will transfer any Account Value that is held in an AST bond portfolio
 Sub-account to the other Sub-accounts, according to your current allocation
 instructions. GRO Plus 2008 will terminate automatically upon: (a) the death
 of the Owner or the Annuitant (in an entity owned contract), unless the
 Annuity is continued by the surviving spouse; (b) as of the date Account Value
 is applied to begin annuity payments; (c) as of the anniversary of benefit
 election that immediately precedes the contractually-mandated latest annuity
 date, or (d) upon full surrender of the Annuity. If you elect to terminate the
 program, GRO Plus 2008 will no longer provide any guarantees. The charge for
 the GRO Plus 2008 program will no longer be deducted from your Account Value
 upon termination of the program.

 Special Considerations under GRO Plus 2008
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the permitted Sub-accounts. No fixed interest rate
       allocations may be in effect as of the date that you elect to
       participate in the program.


                                      49




   .   You cannot participate in any dollar cost averaging program that
       transfers Account Value from a fixed interest rate option to a
       Sub-account.
   .   Transfers between an AST bond portfolio Sub-account and your other
       Sub-accounts under the program will not count toward the maximum number
       of free transfers allowable under the Annuity.
   .   Any amounts applied to your Account Value by us on a maturity date will
       not be treated as "investment in the contract" for income tax purposes.
   .   As the time remaining until the applicable maturity date gradually
       decreases, the program may become increasingly sensitive to moves to an
       AST bond portfolio Sub-account.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. Moreover, if you are invested
       in prohibited investment options and seek to acquire the benefit, we
       will ask you to reallocate to permitted investment options as a
       prerequisite to acquiring the benefit. Should we prohibit access to any
       investment option, any transfers required to move Account Value to
       eligible investment options will not be counted in determining the
       number of free transfers during an Annuity Year. We may also require
       that you allocate your Account Value according to an asset allocation
       model.

 Charges under the Program
 We deduct a charge equal to 0.35% of the average daily net assets of the
 Sub-accounts for participation in the GRO Plus 2008 program. The annual charge
 is deducted daily. The charge is deducted to compensate us for: (a) the risk
 that your Account Value on a maturity date is less than the amount guaranteed
 and (b) administration of the program. We reserve the right to increase this
 fee for newly-issued contracts or new elections of the benefit.

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

 The Highest Daily Guaranteed Return Option described below is only being
 offered in those jurisdictions where we have received regulatory approval, and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. You can elect this benefit on the Issue
 Date of your Annuity, or at any time thereafter (unless you previously
 participated in this benefit or a prior version of GRO, in which case your
 election must be on an Annuity Anniversary). Highest Daily GRO is not
 available if you participate in any other living benefit. However, Highest
 Daily GRO may be elected together with any optional death benefit, other than
 the Highest Daily Value Death Benefit .

 Highest Daily GRO creates a series of separate guarantees, each of which is
 based on the highest Account Value attained on a day during the applicable
 time period. As each year of your participation in the benefit passes, we
 create a new guarantee. Each guarantee then remains in existence until the
 date on which it matures (unless the benefit terminates sooner). We refer to
 each date on which the specified Account Value is guaranteed as the "maturity
 date" for that guarantee.

 The guarantees provided by the program exist only on the applicable maturity
 date(s). However, due to the ongoing monitoring of your Account Value, and the
 transfer of Account Value to support our future guarantees, the program may
 provide some protection from significant market losses if you choose to
 surrender your Annuity or begin receiving annuity payments prior to a maturity
 date. For this same reason, the program may limit your ability to benefit from
 market increases while it is in effect.

 The initial guarantee is created on the day that the Highest Daily GRO benefit
 is added to your Annuity. We guarantee that your Account Value on the tenth
 anniversary of that day (we refer to each such anniversary as a "benefit
 anniversary") will not be less than your Account Value on the day that the
 Highest Daily GRO benefit was added to your Annuity. Each benefit anniversary
 thereafter, we create a new guarantee. With respect to each such subsequent
 guarantee, we identify the highest Account Value that occurred between the
 date of that benefit anniversary and the date on which Highest Daily GRO was
 added to your Annuity. We guarantee that your Account Value ten years after
 that benefit anniversary will be no less than the highest daily Account Value
 that occurred during that time period. The following example illustrates the
 time period over which we identify the highest daily Account Value for
 purposes of each subsequent guarantee under the benefit. If the date of
 benefit election were January 1, 2009, we would create a guarantee on
 January 1, 2012 based on the highest Account Value achieved between January 1,
 2009 and January 1, 2012, and that guarantee would mature on January 1, 2022.
 As described below, we adjust each of the guarantee amounts for purchase
 payments and withdrawals.

 In general, we refer to a date on which the Account Value is guaranteed to be
 present as the "maturity date". If the Account Value on the maturity date is
 less than the guaranteed amount, we will contribute funds from our general
 account to bring your Account Value up to the guaranteed amount. If the
 maturity date is not a Valuation Day, then we would contribute such an amount
 on the next Valuation Day. We will allocate any such amount to each
 Sub-account (other than the "Current AST bond portfolio Sub-account" described
 below) in accordance with your current allocations instructions. Regardless of
 whether we need to contribute funds at the end of a guarantee period, we will
 at that time transfer all amounts held within the AST bond portfolio
 Sub-account associated with the maturing guarantee to your other Sub-accounts,
 on a pro rata basis. If the entire account value is invested in the AST bond
 portfolio Sub-account, we will allocate according to your current allocation
 instructions.


                                      50




 We increase the amount of each guarantee that has not yet reached its maturity
 date, as well as the highest daily Account Value that we calculate to
 establish a guarantee, by the amount of each Purchase Payment (and associated
 Credits) made prior to the applicable maturity date. For example, if the
 effective date of the benefit was January 1, 2009, and there was an initial
 guaranteed amount that was set at $100,000 maturing January 1, 2019, and a
 second guaranteed amount that was set at $120,000 maturing January 1, 2020,
 then a $30,000 Purchase Payment made on March 30, 2010 would increase the
 guaranteed amounts to $130,000 and $150,000, respectively. As illustrated in
 the examples below, additional Purchase Payments also increase an amount we
 refer to as the "dollar-for-dollar corridor."

 We reflect the effect of withdrawals by reference to an amount called the
 "dollar-for-dollar corridor." The dollar-for-dollar corridor is set initially
 to equal 5% of the initial guaranteed amount (i.e., 5% of the Account Value at
 benefit election). Each "benefit year" (i.e., a year that begins on the date
 of election of Highest Daily GRO and each anniversary thereafter), withdrawals
 that you make that are equal to or less than the dollar-for-dollar corridor
 reduce (i) the amount of the dollar-for-dollar corridor for that benefit year
 (ii) the amount of each outstanding guarantee amount, and (iii) the highest
 daily Account Value that we calculate to establish a guarantee, by the exact
 amount of the withdrawal. However, if you withdraw more than the
 dollar-for-dollar corridor in a given benefit year, we use the portion of the
 withdrawal that exceeded the dollar-for-dollar corridor to effect a
 proportional reduction to both the dollar-for-dollar corridor itself and each
 outstanding guaranteed amount, as well as the highest daily Account Value that
 we calculate to establish a guarantee. We calculate a proportional reduction
 by (i) identifying the amount of the withdrawal that exceeded the
 dollar-for-dollar corridor (the "excess withdrawal") (ii) subtracting the
 dollar-for-dollar amount from the Account Value prior to the withdrawal
 (iii) dividing the excess withdrawal by the amount in (ii), and (iv) reducing
 each guaranteed amount, as well as the highest daily Account Value that we
 calculate to establish a guarantee and the dollar for dollar corridor itself,
 by the percentage derived in (iii). See examples of this calculation below.

 Any partial withdrawals in payment of any third party investment advisory
 service will be treated as withdrawals, and will reduce each applicable
 guaranteed amount and the dollar-for-dollar corridor in the manner indicated
 above.

 EXAMPLES
 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the Highest Daily GRO
 program are October 13, 2008; 2.) an initial Purchase Payment of $250,000
 (includes any Credits); 3.) an initial guarantee amount of $250,000; and 4.) a
 dollar-for-dollar limit of $12,500 (5% of $250,000). The values set forth here
 are purely hypothetical and do not reflect the charge for Highest Daily GRO or
 other fees and charges.

 Example 1. Dollar-for-dollar reduction
 A $10,000 withdrawal is taken on November 29, 2008 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Dollar-for-dollar Limit:
..   The initial guarantee amount is reduced by the amount withdrawn (i.e., by
    $10,000, from $250,000 to $240,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-for-dollar and proportional reductions
 A second $10,000 withdrawal is taken on December 18, 2008 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $180,000. As the amount withdrawn exceeds the Remaining Limit of $2,500 from
 Example 1:
..   the initial guarantee amount is first reduced by the Remaining Limit (from
    $240,000 to $237,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($180,000 - $2,500, or
       $177,500).

 The resulting initial guarantee amount is: $237,500 X (1 - $7,500 / $177,500),
 or $227,464.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year.

 The resulting dollar-for-dollar corridor for the next year is $11,373.24
 (i.e., 5% of $227,464.79).

 The resulting dollar-for-dollar corridor for the next Annuity Year is
 calculated by multiplying the prior dollar-for-dollar corridor by the same
 ratio by which we reduce the Guarantee Amount above: $12,500 X (1 - $7,500 /
 $177,500), or $11,971.83.

 Key Feature - Allocation of Account Value
 To allow us to make these guarantees, we monitor your Account Value according
 to the formula that is set forth in the schedule supplement to the rider.
 Because the formula is made part of your schedule supplement, the formula may
 not be altered. However, we do reserve the right to amend the formula for
 newly-issued annuity contracts that elect Highest Daily GRO and for existing
 contracts that elect the benefit post-issue. This required allocation
 mechanism helps us manage our financial exposure under Highest Daily GRO, by
 moving assets out of certain Sub-accounts in certain scenarios. In essence, we
 seek to preserve the value of these assets, by transferring them to a more
 stable option (i.e., one of a specified group of bond portfolios within
 Advanced Series Trust) (collectively, the "AST Bond Portfolios"). The formula
 also contemplates the transfer of assets from the AST Bond Portfolios to the
 other Sub-accounts in other scenarios.


                                      51




 For purposes of operating the Highest Daily GRO formula, we have included as
 investment options within this Annuity several AST bond portfolios. Each AST
 bond portfolio is unique, in that its underlying investments generally mature
 at the same time as each outstanding maturity date that exists under the
 benefit. For example, there would be an AST bond portfolio whose underlying
 investments generally mature in 2018 (corresponding to all guarantees that
 mature in 2018), an AST Bond Portfolio whose underlying investments generally
 mature in 2019 (corresponding to all guarantees that mature in 2019), and so
 forth. We will introduce new AST bond portfolios in subsequent years, to
 correspond generally to the length of new guarantee periods that are created
 under this benefit. If you have elected Highest Daily GRO, you may invest in
 an AST bond portfolio only by operation of the asset transfer formula, and
 thus you may not allocate Purchase Payments to such a Portfolio. Please see
 this prospectus and the prospectus for the Advanced Series Trust for more
 information about each AST bond portfolio used with this benefit. A summary
 description of each AST Bond Portfolio appears within the prospectus section
 entitled "What Are The Investment Objectives and Policies Of The Portfolios?"
 Upon the initial transfer of your Account Value into an AST Bond Portfolio, we
 will send a prospectus for that Portfolio to you along with your confirmation.
 In addition, you can find a copy of the AST Bond Portfolio prospectus by going
 to www.prudentialannuities.com

 Although we employ several AST bond portfolios for purposes of the benefit,
 the formula described in the next paragraph operates so that your Account
 Value may be allocated to only one AST bond portfolio Sub-account at one time.
 In the description of the formula in the next paragraph, we refer to the AST
 bond portfolio Sub-account in which you are invested immediately prior to any
 potential asset transfer as the "Current AST bond portfolio Sub-account." The
 formula may dictate that a transfer out of the Current AST bond portfolio
 Sub-account be made, or alternatively may mandate a transfer into an AST bond
 portfolio Sub-account. Any transfer into an AST bond portfolio Sub-account
 will be directed to the AST bond portfolio Sub-account associated with the
 "current liability" (we refer to that Sub-account as the "Transfer AST bond
 portfolio Sub-account"). Note that if the Current AST bond portfolio
 Sub-account is associated with the current liability, then that Sub-account
 would be the Transfer AST bond portfolio Sub-account, and we would simply
 transfer additional assets into the Sub-account if dictated by the formula.

 In general, the asset transfer formula works as follows. On each Valuation
 Day, the formula automatically performs an analysis with respect to each
 guarantee that is outstanding. For each outstanding guarantee, the formula
 begins by determining the present value on that Valuation Day that, if
 appreciated at the applicable "discount rate", would equal the applicable
 guarantee amount on the maturity date. As detailed in the formula, the
 discount rate is an interest rate determined by taking a benchmark index used
 within the financial services industry and then reducing that interest rate by
 a prescribed adjustment. Once selected, we do not change the applicable
 benchmark index (although we do reserve the right to use a new benchmark index
 if the original benchmark is discontinued). The greatest of each such present
 value is referred to as the "current liability" in the formula. The formula
 compares the current liability to the amount of your Account Value held within
 the Current AST bond portfolio Sub-account and to your Account Value held
 within the other Sub-accounts. If the current liability, reduced by the amount
 held within the Current AST bond portfolio Sub-account, and divided by the
 amount held within your other Sub-accounts, exceeds an upper target value
 (currently, 0.85), then the formula will make a transfer into the Transfer AST
 bond portfolio Sub-account, in the amount dictated by the formula. If the
 current liability, reduced by the amount held within the Current AST bond
 portfolio Sub-account, and divided by the amount within your other
 Sub-accounts, is less than a lower target value (currently, 0.79), then the
 formula will transfer Account Value within the Current AST bond portfolio
 Sub-account into the other Sub-accounts (other than the Transfer AST bond
 portfolio Sub-account), in the amount dictated by the formula.

 If a significant amount of your Account Value is systematically transferred to
 an AST bond portfolio Sub-account to support the guarantee amounts during
 periods of market declines, low interest rates, and/or as the guarantee nears
 its maturity date, less of your Account Value may be available to participate
 in the investment experience of the other Sub-accounts if there is a
 subsequent market recovery. During periods closer to the maturity date of the
 guarantee, a significant portion of your Account Value may be allocated to an
 AST bond portfolio Sub-account to support any applicable guaranteed amount(s).

 Election/Cancellation of the Program
 Highest Daily GRO can be elected on the Issue Date of your Annuity, or at any
 time thereafter (unless you previously participated in either this benefit or
 GRO Plus 2008, in which case your election must be on an Annuity Anniversary).
 If you elect the benefit after the Issue Date of your Annuity, the benefit
 will be effective as of the Valuation Day that we receive the required
 documentation in good order at our home office, and the initial guaranteed
 amount will equal the Account Value on that day. You may elect Highest Daily
 GRO only if the oldest of the Owner and Annuitant is 84 or younger on the date
 of election (80 or younger, in New York). If you currently participate in one
 of the original versions of GRO, you may terminate that benefit at any time
 and elect Highest Daily GRO.

 You may cancel Highest Daily GRO at any time. Upon cancellation, we will
 transfer any Account Value that is held in an AST bond portfolio Sub-account
 to the other Sub-accounts, according to your current allocation instructions.
 Highest Daily GRO will terminate automatically upon: (a) the death of the
 Owner or the Annuitant (in an entity owned contract), unless the Annuity is
 continued by the surviving spouse; (b) as of the date Account Value is applied
 to begin annuity payments; (c) as of the anniversary of benefit election that
 immediately precedes the contractually-mandated latest annuity date, or
 (d) upon full surrender of the Annuity. If you elect to terminate the program,
 Highest Daily GRO will no longer provide any guarantees. The charge for the
 Highest Daily GRO program will no longer be deducted from your Account Value
 upon termination of the program.


                                      52




 Special Considerations under Highest Daily GRO
 This program is subject to certain rules and restrictions, including, but not
 limited to the following:
   .   Upon inception of the program, 100% of your Account Value must be
       allocated to the permitted Sub-accounts. No fixed interest rate
       allocations may be in effect as of the date that you elect to
       participate in the program.
   .   You cannot participate in any dollar cost averaging program that
       transfers Account Value from a fixed interest rate option to a
       Sub-account.
   .   Transfers from the other Sub-accounts to an AST bond portfolio
       Sub-account or from an AST bond portfolio Sub-account to the other
       Sub-accounts under the program will not count toward the maximum number
       of free transfers allowable under the Annuity.
   .   Any amounts applied to your Account Value by us on a maturity date will
       not be treated as "investment in the contract" for income tax purposes.
   .   As the time remaining until the applicable maturity date gradually
       decreases, the program may become increasingly sensitive to moves to an
       AST bond portfolio Sub-account.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. Moreover, if you are invested
       in prohibited investment options and seek to acquire the benefit, we
       will ask you to reallocate to permitted investment options as a
       prerequisite to acquiring the benefit. Should we prohibit access to any
       investment option, any transfers required to move Account Value to
       eligible investment options will not be counted in determining the
       number of free transfers during an Annuity Year. We may also require
       that you allocate your Account Value according to an asset allocation
       model.

 Charges under the Program
 We deduct an annual charge equal to 0.35% of the average daily net assets of
 the Sub-accounts (including each AST bond portfolio Sub-account) for
 participation in the Highest Daily GRO program. The charge is deducted daily.
 The charge is deducted to compensate us for: (a) the risk that your Account
 Value on the maturity date is less than the amount guaranteed and
 (b) administration of the program. We reserve the right to increase this fee
 for newly-issued contracts or new elections of the benefit.

 GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB)

 The Guaranteed Minimum Withdrawal Benefit program described below is only
 being offered in those jurisdictions where we have received regulatory
 approval and will be offered subsequently in other jurisdictions when we
 receive regulatory approval in those jurisdictions. Certain terms and
 conditions may differ between jurisdictions once approved. Currently, the
 program can only be elected by new purchasers on the Issue Date of their
 Annuity. We may offer the program to existing Annuity Owners in the future,
 subject to our eligibility rules and restrictions. The Guaranteed Minimum
 Withdrawal Benefit program is not available if you elect any other optional
 living benefit.

 We offer a program that guarantees your ability to withdraw amounts equal to
 an initial principal value (called the "Protected Value"), regardless of the
 impact of market performance on your Account Value, subject to our program
 rules regarding the timing and amount of withdrawals. The program may be
 appropriate if you intend to make periodic withdrawals from your Annuity and
 wish to ensure that market performance will not affect your ability to protect
 your principal. You are not required to make withdrawals as part of the
 program - the guarantee is not lost if you withdraw less than the maximum
 allowable amount of principal each year under the rules of the program. There
 is an additional charge if you elect the GMWB program; however, the charge may
 be waived under certain circumstances described below.

 Key Feature - Protected Value
 The Protected Value is the total amount that we guarantee will be available to
 you through withdrawals from your Annuity and/or benefit payments, regardless
 of the impact of market performance on your Account Value. The Protected Value
 is reduced with each withdrawal you make until the Protected Value is reduced
 to zero. When the Protected Value is reduced to zero due to your withdrawals,
 the GMWB program terminates. Additionally, the Protected Value is used to
 determine the maximum annual amount that you can withdraw from your Annuity,
 called the Protected Annual Withdrawal Amount, without triggering an
 adjustment in the Protected Value on a proportional basis. The Protected Value
 is referred to as the "Benefit Base" in the rider we issue for this benefit.

 The Protected Value is determined as of the date you make your first
 withdrawal under your Annuity following your election of the GMWB program. The
 initial Protected Value is equal to the greater of (A) the Account Value on
 the date you elect the GMWB program, plus any additional Purchase Payments
 (plus any Credits applied to such Purchase Payments under Optimum Plus) before
 the date of your first withdrawal; or (B) the Account Value as of the date of
 the first withdrawal from your Annuity. The Protected Value may be enhanced by
 increases in your Account Value due to market performance during the period
 between your election of the GMWB program and the date of your first
 withdrawal.
   .   If you elect the GMWB program at the time you purchase your Annuity, the
       Account Value will be your initial Purchase Payment (plus any Credits
       applied to such Purchase Payments under Optimum Plus).


                                      53




   .   If we offer the GMWB program to existing Annuity Owners, the Account
       Value on the anniversary of the Issue Date of your Annuity following
       your election of the GMWB program will be used to determine the initial
       Protected Value.
   .   If you make additional Purchase Payments after your first withdrawal,
       the Protected Value will be increased by the amount of the additional
       Purchase Payment (plus any Credits applied to such Purchase Payments
       under Optimum Plus).

 You may elect to step-up your Protected Value if, due to positive market
 performance, your Account Value is greater than the Protected Value. You are
 eligible to step-up the Protected Value on or after the 5/th/ Annuity
 anniversary following the first withdrawal under the GMWB program. The
 Protected Value can be stepped up again on or after the 5/th/ Annuity
 anniversary following the preceding step-up. If you elect to step-up the
 Protected Value, you must do so during the 30-day period prior to your
 eligibility date. If you elect to step-up the Protected Value under the
 program, and on the date you elect to step-up, the charges under the GMWB
 program have changed for new purchasers, your program may be subject to the
 new charge going forward.

 Upon election of the step-up, we reset the Protected Value to be equal to the
 then current Account Value. For example, assume your initial Protected Value
 was $100,000 and you have made cumulative withdrawals of $40,000, reducing the
 Protected Value to $60,000. On the date you are eligible to step-up the
 Protected Value, your Account Value is equal to $75,000. You could elect to
 step-up the Protected Value to $75,000 on the date you are eligible. Upon
 election of the step-up, we also reset the Protected Annual Withdrawal Amount
 (discussed immediately below) to be equal to the greater of (A) the Protected
 Annual Withdrawal Amount immediately prior to the reset; and (B) 7% of the
 Protected Value immediately after the reset.

 Key Feature - Protected Annual Withdrawal Amount
 The initial Protected Annual Withdrawal Amount is equal to 7% of the Protected
 Value. Under the GMWB program, if your cumulative withdrawals each Annuity
 Year are less than or equal to the Protected Annual Withdrawal Amount, your
 Protected Value will be reduced on a "dollar-for-dollar" basis (the Protected
 Value is reduced by the actual amount of the withdrawal, including any CDSC or
 MVA that may apply). Cumulative withdrawals in any Annuity Year that exceed
 the Protected Annual Withdrawal Amount trigger a proportional adjustment to
 both the Protected Value and the Protected Annual Withdrawal Amount, as
 described in the rider for this benefit (see the examples of this calculation
 below). The Protected Annual Withdrawal Amount is referred to as the "Maximum
 Annual Benefit" in the rider we issue for this benefit.

 The GMWB program does not affect your ability to make withdrawals under your
 Annuity or limit your ability to request withdrawals that exceed the Protected
 Annual Withdrawal Amount. You are not required to withdraw all or any portion
 of the Protected Annual Withdrawal Amount each Annuity Year.

 If, cumulatively, you withdraw an amount less than the Protected Annual
 Withdrawal Amount in any Annuity Year, you cannot carry-over the unused
 portion of the Protected Annual Withdrawal Amount to subsequent Annuity Years.
 However, because the Protected Value is only reduced by the actual amount of
 withdrawals you make under these circumstances, any unused Protected Annual
 Withdrawal Amount may extend the period of time until the remaining Protected
 Value is reduced to zero.
..   Additional Purchase Payments will increase the Protected Annual Withdrawal
    Amount by 7% of the applicable Purchase Payment (and any Credits we apply
    to such Purchase Payments under Optimum Plus).
..   If the Protected Annual Withdrawal Amount after an adjustment exceeds the
    Protected Value, the Protected Annual Withdrawal Amount will be set equal
    to the Protected Value.

 The following examples of dollar-for-dollar and proportional reductions and
 the reset of the Maximum Annual Benefit assume that: 1.) the Issue Date and
 the effective date of the GMWB program are October 13, 2005; 2.) an initial
 Purchase Payment of $250,000 (includes any Credits in the case of Optimum
 Plus); 3.) a Protected Value of $250,000; and 4.) a Protected Annual
 Withdrawal Amount of $17,500 (7% of $250,000). The values set forth here are
 purely hypothetical and do not reflect the charge for GMWB or any other fees
 and charges.

 Example 1. Dollar-For-Dollar Reduction
 A $10,000 withdrawal is taken on November 13, 2005 (in the first Annuity
 Year). No prior withdrawals have been taken. As the amount withdrawn is less
 than the Protected Annual Withdrawal Amount:
..   The Protected Value is reduced by the amount withdrawn (i.e., by $10,000,
    from $250,000 to $240,000).
..   The remaining Protected Annual Withdrawal Amount for the balance of the
    first Annuity Year is also reduced by the amount withdrawn (from $17,500 to
    $7,500).

 Example 2. Dollar-For-Dollar and Proportional Reductions
 A second $10,000 withdrawal is taken on December 13, 2005 (still within the
 first Annuity Year). The Account Value immediately before the withdrawal is
 $220,000. As the amount withdrawn exceeds the remaining Protected Annual
 Withdrawal Amount of $7,500 from Example 1:
..   The Protected Value is first reduced by the remaining Protected Annual
    Withdrawal Amount (from $240,000 to $232,500);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the remaining Protected Annual Withdrawal
       Amount ($10,000 - $7,500, or $2,500).
    -- B is the Account Value less the remaining Protected Annual Withdrawal
       Amount ($220,000 - $7,500, or $212,500).


                                      54




 The resulting Protected Value is: $232,500 X (1 - $2,500 / $212,500), or
 $229,764.71.

..   The Protected Annual Withdrawal Amount is also reduced by the ratio of A to
    B: The resulting Protected Annual Withdrawal Amount is: $17,500 X (1 -
    $2,500 / $212,500), or $17,294.12;
..   The remaining Protected Annual Withdrawal Amount is set to zero (0) for the
    balance of the first Annuity Year.

 Example 3. Reset of the Maximum Annual Benefit
 A $10,000 withdrawal is made on October 13, 2006 (second Annuity Year). The
 remaining Protected Annual Withdrawal Amount has been reset to the Protected
 Annual Withdrawal Amount of $17,294.12 from Example 2. As the amount withdrawn
 is less than the remaining Protected Annual Withdrawal Amount:
..   the Protected Value is reduced by the amount withdrawn (i.e., reduced by
    $10,000, from $229,764.71 to $219,764.71).
..   the remaining Protected Annual Withdrawal Amount for the balance of the
    second Annuity Year is also reduced by the amount withdrawn (from
    $17,294.12 to $7,294.12).

 BENEFITS UNDER THE GMWB PROGRAM
   .   In addition to any withdrawals you make under the GMWB program, market
       performance may reduce your Account Value. If your Account Value is
       equal to zero, and you have not received all of your Protected Value in
       the form of withdrawals from your Annuity, we will continue to make
       payments equal to the remaining Protected Value in the form of fixed,
       periodic payments until the remainder of the Protected Value is paid, at
       which time the rider terminates. The fixed, periodic payments will each
       be equal to the Protected Annual Withdrawal Amount, except for the last
       payment which may be equal to the remaining Protected Value. We will
       determine the duration for which periodic payments will continue by
       dividing the Protected Value by the Protected Annual Withdrawal Amount.
       You will not have the right to make additional Purchase Payments or
       receive the remaining Protected Value in a lump sum. You can elect the
       frequency of payments, subject to our rules then in effect.
   .   If the death benefit under your Annuity becomes payable before you have
       received all of your Protected Value in the form of withdrawals from
       your Annuity, your Beneficiary has the option to elect to receive the
       remaining Protected Value as an alternate death benefit payout in lieu
       of the amount payable under any other death benefit provided under your
       Annuity. The remaining Protected Value will be payable in the form of
       fixed, periodic payments. Your beneficiary can elect the frequency of
       payments, subject to our rules then in effect. We will determine the
       duration for which periodic payments will continue by dividing the
       Protected Value by the Protected Annual Withdrawal Amount.
   .   The Protected Value is not equal to the Account Value for purposes of
       the Annuity's other death benefit options. The GMWB program does not
       increase or decrease the amount otherwise payable under the Annuity's
       other death benefit options. Generally, the GMWB program would be of
       value to your Beneficiary only when the Protected Value at death exceeds
       any other amount available as a death benefit.
   .   If you elect to begin receiving annuity payments before you have
       received all of your Protected Value in the form of withdrawals from
       your Annuity, an additional annuity payment option will be available
       that makes fixed annuity payments for a certain period, determined by
       dividing the Protected Value by the Protected Annual Withdrawal Amount.
       If you elect to receive annuity payments calculated in this manner, the
       assumed interest rate used to calculate such payments will be 0%, which
       is less than the assumed interest rate on other annuity payment options
       we offer. This 0% assumed interest rate results in lower annuity
       payments than what would have been paid if the assumed interest rate was
       higher than 0%. You can also elect to terminate the GMWB program and
       begin receiving annuity payments based on your then current Account
       Value (not the remaining Protected Value) under any of the available
       annuity payment options.

 Other Important Considerations
   .   Withdrawals under the GMWB program are subject to all of the terms and
       conditions of your Annuity, including any CDSC and MVA that may apply.
   .   Withdrawals made while the GMWB program is in effect will be treated,
       for tax purposes, in the same way as any other withdrawals under your
       Annuity.
   .   The GMWB program does not directly affect your Annuity's Account Value
       or Surrender Value, but any withdrawal will decrease the Account Value
       by the amount of the withdrawal. If you surrender your Annuity, you will
       receive the current Surrender Value, not the Protected Value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the GMWB program. The GMWB program
       provides a guarantee that if your Account Value declines due to market
       performance, you will be able to receive your Protected Value in the
       form of periodic benefit payments.
   .   We currently limit the Sub-accounts in which you may allocate Account
       Value if you participate in this program. We reserve the right to
       transfer any Account Value in a prohibited investment option to an
       eligible investment option. Should we prohibit access to any investment
       option, any transfers required to move Account Value to eligible
       investment options will not be counted in determining the number of free
       transfers during an Annuity Year. We may also require that you allocate
       your Account Value according to an asset allocation model.


                                      55




 Election of the Program
 Currently, the GMWB program can only be elected at the time that you purchase
 your Annuity. In the future, we may offer existing Annuity Owners the option
 to elect the GMWB program after the Issue Date of their Annuity, subject to
 our eligibility rules and restrictions. If you elect the GMWB program after
 the Issue Date of your Annuity, the program will be effective as of the next
 anniversary date. Your Account Value as of such anniversary date will be used
 to calculate the initial Protected Value and the initial Protected Annual
 Withdrawal Amount. We reserve the right to restrict the maximum amount of
 Protected Value that may be covered under the GMWB program under this Annuity
 or any other annuities that you own that are issued by Prudential Annuities or
 its affiliated companies.

 Termination of the Program
 The program terminates automatically when your Protected Value reaches zero
 based on your withdrawals. You may terminate the program at any time by
 notifying us. If you terminate the program, any guarantee provided by the
 benefit will terminate as of the date the termination is effective. The
 program terminates upon your surrender of your Annuity, upon due proof of
 death (unless your surviving spouse elects to continue your Annuity and the
 GMWB program or your Beneficiary elects to receive the amounts payable under
 the GMWB program in lieu of the death benefit) or upon your election to begin
 receiving annuity payments.

 The charge for the GMWB program will no longer be deducted from your Account
 Value upon termination of the program.

 Charges under the Program
 Currently, we deduct a charge equal to 0.35% of the average daily net assets
 of the Sub-accounts per year to purchase the GMWB program. The annual charge
 is deducted daily.
..   If, during the seven years following the effective date of the program, you
    do not make any withdrawals, and do not make any additional Purchase
    Payments after a five-year period following the effective date of the
    program, the program will remain in effect; however, we will waive the
    annual charge going forward. If you make an additional Purchase Payment
    following the waiver of the annual charge, we will begin charging for the
    program. After year seven (7) following the effective date of the program,
    withdrawals will not cause a charge to be re-imposed.
..   If you elect to step-up the Protected Value under the program, and on the
    date you elect to step-up, the charges under the program have changed for
    new purchasers, your program may be subject to the new charge level for the
    benefit.

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


 GUARANTEED MINIMUM INCOME BENEFIT (GMIB)

 The Guaranteed Minimum Income Benefit program described below is only being
 offered in those jurisdictions where we have received regulatory approval, and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Currently, the program can only be
 elected by new purchasers on the Issue Date of their Annuity. We may offer the
 program to existing Annuity Owners in the future, subject to our eligibility
 rules and restrictions. The Guaranteed Minimum Income Benefit program is not
 available if you elect any other optional living benefit.

 We offer a program that, after a seven-year waiting period, guarantees your
 ability to begin receiving income from your Annuity in the form of annuity
 payments based on a guaranteed minimum value (called the "Protected Income
 Value") that increases after the waiting period begins, regardless of the
 impact of market performance on your Account Value. The program may be
 appropriate for you if you anticipate using your Annuity as a future source of
 periodic fixed income payments for the remainder of your life and wish to
 ensure that the basis upon which your income payments will be calculated will
 achieve at least a minimum amount despite fluctuations in market performance.
 There is an additional charge if you elect the GMIB program.

 Key Feature - Protected Income Value
 The Protected Income Value is the minimum amount that we guarantee will be
 available (net of any applicable tax charge), after a waiting period of at
 least seven years, as a basis to begin receiving fixed annuity payments. The
 Protected Income Value is initially established on the effective date of the
 GMIB program and is equal to your Account Value on such date. Currently, since
 the GMIB program may only be elected at issue, the effective date is the Issue
 Date of your Annuity. The Protected Income Value is

                                      56



 increased daily based on an annual growth rate of 5%, subject to the
 limitations described below. The Protected Income Value is referred to as the
 "Protected Value" in the rider we issue for this benefit. The 5% annual growth
 rate is referred to as the "Roll-Up Percentage" in the rider we issue for this
 benefit.

 The Protected Income Value is subject to a limit of 200% (2X) of the sum of
 the Protected Income Value established on the effective date of the GMIB
 program, or the effective date of any step-up value, plus any additional
 Purchase Payments (and any Credit that is applied to such Purchase Payments in
 the case of Optimum Plus) made after the waiting period begins ("Maximum
 Protected Income Value"), minus the sum of any reductions in the Protected
 Income Value due to withdrawals you make from your Annuity after the waiting
 period begins.
   .   Subject to the maximum age/durational limits described immediately
       below, we will no longer increase the Protected Income Value by the 5%
       annual growth rate once you reach the Maximum Protected Income Value.
       However, we will increase the Protected Income Value by the amount of
       any additional Purchase Payments after you reach the Maximum Protected
       Income Value. Further, if you make withdrawals after you reach the
       Maximum Protected Income Value, we will reduce the Protected Income
       Value and the Maximum Protected Income Value by the proportional impact
       of the withdrawal on your Account Value.
   .   Subject to the Maximum Protected Income Value, we will no longer
       increase the Protected Income Value by the 5% annual growth rate after
       the later of the anniversary date on or immediately following the
       Annuitant's 80/th/ birthday or the 7/th/ anniversary of the later of the
       effective date of the GMIB program or the effective date of the most
       recent step-up. However, we will increase the Protected Income Value by
       the amount of any additional Purchase Payments (and any Credit that is
       applied to such Purchase Payments in the case of Optimum Plus). Further,
       if you make withdrawals after the Annuitant reaches the maximum
       age/duration limits, we will reduce the Protected Income Value and the
       Maximum Protected Income Value by the proportional impact of the
       withdrawal on your Account Value.
   .   Subject to the Maximum Protected Income Value, if you make an additional
       Purchase Payment, we will increase the Protected Income Value by the
       amount of the Purchase Payment (and any Credit that is applied to such
       Purchase Payment in the case of Optimum Plus) and will apply the 5%
       annual growth rate on the new amount from the date the Purchase Payment
       is applied.
   .   As described below, after the waiting period begins, cumulative
       withdrawals each Annuity Year that are up to 5% of the Protected Income
       Value on the prior anniversary of your Annuity will reduce the Protected
       Income Value by the amount of the withdrawal. Cumulative withdrawals
       each Annuity Year in excess of 5% of the Protected Income Value on the
       prior anniversary of your Annuity will reduce the Protected Income Value
       proportionately. All withdrawals after the Maximum Protected Income
       Value is reached will reduce the Protected Income Value proportionately.
       The 5% annual growth rate will be applied to the reduced Protected
       Income Value from the date of the withdrawal.

 Stepping-Up the Protected Income Value - You may elect to "step-up" or "reset"
 your Protected Income Value if your Account Value is greater than the current
 Protected Income Value. Upon exercise of the step-up provision, your initial
 Protected Income Value will be reset equal to your current Account Value. From
 the date that you elect to step-up the Protected Income Value, we will apply
 the 5% annual growth rate to the stepped-up Protected Income Value, as
 described above. You can exercise the step-up provision twice while the GMIB
 program is in effect, and only while the Annuitant is less than age 76.
   .   A new seven-year waiting period will be established upon the effective
       date of your election to step-up the Protected Income Value. You cannot
       exercise your right to begin receiving annuity payments under the GMIB
       program until the end of the new waiting period. In light of this
       waiting period upon resets, it is not recommended that you reset your
       GMIB if the required beginning date under IRS minimum distribution
       requirements would commence during the 7 year waiting period. See "Tax
       Considerations" section in this prospectus for additional information on
       IRS requirements.
   .   The Maximum Protected Income Value will be reset as of the effective
       date of any step-up. The new Maximum Protected Income Value will be
       equal to 200% of the sum of the Protected Income Value as of the
       effective date of the step-up plus any subsequent Purchase Payments (and
       any Credit that is applied to such Purchase Payments in the case of
       Optimum Plus), minus the impact of any withdrawals after the date of the
       step-up.
   .   When determining the guaranteed annuity purchase rates for annuity
       payments under the GMIB program, we will apply such rates based on the
       number of years since the most recent step-up.
   .   If you elect to step-up the Protected Income Value under the program,
       and on the date you elect to step-up, the charges under the GMIB program
       have changed for new purchasers, your program may be subject to the new
       charge going forward.
   .   A step-up will increase the dollar-for-dollar limit on the anniversary
       of the Issue Date of the Annuity following such step-up.

 Impact of Withdrawals on the Protected Income Value - Cumulative withdrawals
 each Annuity Year up to 5% of the Protected Income Value will reduce the
 Protected Income Value on a "dollar-for-dollar" basis (the Protected Income
 Value is reduced by the actual amount of the withdrawal). Cumulative
 withdrawals in any Annuity Year in excess of 5% of the Protected Income Value
 will reduce the Protected Income Value proportionately (see the examples of
 this calculation below). The 5% annual withdrawal amount is determined on each
 anniversary of the Issue Date (or on the Issue Date for the first Annuity
 Year) and applies to any withdrawals during the Annuity Year. This means that
 the amount available for withdrawals each Annuity Year on a
 "dollar-for-dollar" basis is adjusted on each Annuity anniversary to reflect
 changes in the Protected Income Value during the prior Annuity Year.

                                      57



 The following examples of dollar-for-dollar and proportional reductions assume
 that: 1.) the Issue Date and the effective date of the GMIB program are
 October 13, 2005; 2.) an initial Purchase Payment of $250,000 (includes any
 Credits in the case of Optimum Plus); 3.) an initial Protected Income Value of
 $250,000; and 4.) a dollar-for-dollar limit of $12,500 (5% of $250,000). The
 values set forth here are purely hypothetical and do not reflect the charge
 for GMIB or any other fees and charges.

 Example 1. Dollar-For-Dollar Reduction
 A $10,000 withdrawal is taken on November 13, 2005 (in the first Annuity
 Year). No prior withdrawals have been taken. Immediately prior to the
 withdrawal, the Protected Income Value is $251,038.10 (the initial value
 accumulated for 31 days at an annual effective rate of 5%). As the amount
 withdrawn is less than the dollar-for-dollar limit:
..   The Protected Income Value is reduced by the amount withdrawn (i.e., by
    $10,000, from $251,038.10 to $241,038.10).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first Annuity Year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-For-Dollar and Proportional Reductions
 A second $10,000 withdrawal is taken on December 13, 2005 (still within the
 first Annuity Year). Immediately before the withdrawal, the Account Value is
 $220,000 and the Protected Income Value is $242,006.64. As the amount
 withdrawn exceeds the Remaining Limit of $2,500 from Example 1:
..   The Protected Income Value is first reduced by the Remaining Limit (from
    $242,006.64 to $239,506.64);
..   The result is then further reduced by the ratio of A to B, where:

    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).
    -- B is the Account Value less the Remaining Limit ($220,000 - $2,500, or
       $217,500).

 The resulting Protected Income Value is: $239,506.64 X (1 - $7,500 /
 $217,500), or $231,247.79.

..   The Remaining Limit is set to zero (0) for the balance of the first Annuity
    Year.

 Example 3. Reset of the Dollar-For-Dollar Limit
 A $10,000 withdrawal is made on the first anniversary of the Issue Date,
 October 13, 2006 (second Annuity Year). Prior to the withdrawal, the Protected
 Income Value is $240,838.37. The Remaining Limit is reset to 5% of this
 amount, or $12,041.92. As the amount withdrawn is less than the
 dollar-for-dollar limit:
..   The Protected Income Value is reduced by the amount withdrawn (i.e.,
    reduced by $10,000, from $240,838.37 to $230,838.37).
..   The Remaining Limit for the balance of the second Annuity Year is also
    reduced by the amount withdrawn (from $12,041.92 to $2,041.92).

 Key Feature - GMIB Annuity Payments
 You can elect to apply the Protected Income Value to one of the available GMIB
 Annuity Payment Options on any anniversary date following the initial waiting
 period, or any subsequent waiting period established upon your election to
 step-up the Protected Income Value. Once you have completed the waiting
 period, you will have a 30-day period each year, prior to the Annuity
 anniversary, during which you may elect to begin receiving annuity payments
 under one of the available GMIB Annuity Payment Options. You must elect one of
 the GMIB Annuity Payment Options by the anniversary of the Annuity's Issue
 Date on or immediately following the Annuitant's or your 95/th/ birthday or
 whichever is sooner, except for Annuities used as a funding vehicle for an
 IRA, SEP IRA or 403(b), in which case you must elect one of the GMIB Annuity
 Payment Options by the anniversary of the Annuity's Issue Date on or
 immediately following the Annuitant's 92/nd/ birthday.

 Your Annuity or state law may require you to begin receiving annuity payments
 at an earlier date.

 The amount of each GMIB Annuity Payment will be determined based on the age
 and, where permitted by law, sex of the Annuitant by applying the Protected
 Income Value (net of any applicable tax charge that may be due) to the GMIB
 Annuity Payment Option you choose. We use special annuity purchase rates to
 calculate the amount of each payment due under the GMIB Annuity Payment
 Options. These special rates for the GMIB Annuity Payment Options are
 calculated using an assumed interest rate factor that provides for lower
 growth in the value applied to produce annuity payments than if you elected an
 annuity payment option that is not part of the GMIB program. These special
 rates also are calculated using other factors such as "age setbacks" (use of
 an age lower than the Annuitant's actual age) that result in lower payments
 than would result if you elected an annuity payment option that is not part of
 the GMIB program. Use of an age setback entails a longer assumed life for the
 Annuitant which in turn results in lower annuity payments.

 On the date that you elect to begin receiving GMIB Annuity Payments, we
 guarantee that your payments will be calculated based on your Account Value
 and our then current annuity purchase rates if the payment amount calculated
 on this basis would be higher than it would be based on the Protected Income
 Value and the special GMIB annuity purchase rates.

                                      58



 GMIB Annuity Payment Option 1 - Payments for Life with a Certain Period
 Under this option, monthly annuity payments will be made until the death of
 the Annuitant. If the Annuitant dies before having received 120 monthly
 annuity payments, the remainder of the 120 monthly annuity payments will be
 made to the Beneficiary.

 GMIB Annuity Payment Option 2 - Payments for Joint Lives with a Certain Period
 Under this option, monthly annuity payments will be made until the death of
 both the Annuitant and the Joint Annuitant. If the Annuitant and the Joint
 Annuitant die before having received 120 monthly annuity payments, the
 remainder of the 120 monthly annuity payments will be made to the Beneficiary.
..   If the Annuitant dies first, we will continue to make payments until the
    later of the death of the Joint Annuitant and the end of the period
    certain. However, if the Joint Annuitant is still receiving annuity
    payments following the end of the certain period, we will reduce the amount
    of each subsequent payment to 50% of the original payment amount.
..   If the Joint Annuitant dies first, we will continue to make payments until
    the later of the death of the Annuitant and the end of the period certain.

 You cannot withdraw your Account Value or the Protected Income Value under
 either GMIB Annuity Payment Option once annuity payments have begun. We may
 make other payout frequencies available, such as quarterly, semi-annually or
 annually.

 Other Important Considerations

..   You should note that GMIB is designed to provide a type of insurance that
    serves as a safety net only in the event your Account Value declines
    significantly due to negative investment performance. If your Account Value
    is not significantly affected by negative investment performance, it is
    unlikely that the purchase of the GMIB will result in your receiving larger
    annuity payments than if you had not purchased GMIB. This is because the
    assumptions that we use in computing the GMIB, such as the annuity purchase
    rates, (which include assumptions as to age-setbacks and assumed interest
    rates), are more conservative than the assumptions that we use in computing
    annuity payout options outside of GMIB. Therefore, you may generate higher
    income payments if you were to annuitize a lower Account Value at the
    current annuity purchase rates, than if you were to annuitize under the
    GMIB with a higher Protected Value than your Account Value but, at the
    annuity purchase rates guaranteed under the GMIB. The GMIB program does not
    directly affect an Annuity's Account Value, Surrender Value or the amount
    payable under either the basic Death Benefit provision of the Annuity or
    any optional Death Benefit provision. If you surrender your Annuity, you
    will receive the current Surrender Value, not the Protected Income Value.
    The Protected Income Value is only applicable if you elect to begin
    receiving annuity payments under one of the GMIB annuity options after the
    waiting period.
..   Each Annuity offers other annuity payment options that you can elect which
    do not impose an additional charge, but which do not offer to guarantee a
    minimum value on which to make annuity payments.
..   Where allowed by law, we reserve the right to limit subsequent Purchase
    Payments if we determine, at our sole discretion, that based on the timing
    of your Purchase Payments and withdrawals, your Protected Income Value is
    increasing in ways we did not intend. In determining whether to limit
    Purchase Payments, we will look at Purchase Payments which are
    disproportionately larger than your initial Purchase Payment and other
    actions that may artificially increase the Protected Income Value.
..   We currently limit the Sub-accounts in which you may allocate Account Value
    if you participate in this program. We reserve the right to transfer any
    Account Value in a prohibited investment option to an eligible investment
    option. Should we prohibit access to any investment option, any transfers
    required to move Account Value to eligible investment options will not be
    counted in determining the number of free transfers during an Annuity Year.
    We may also require that you allocate your Account Value according to an
    asset allocation model.
..   If you change the Annuitant after the effective date of the GMIB program,
    the period of time during which we will apply the 5% annual growth rate may
    be changed based on the age of the new Annuitant. If the new Annuitant
    would not be eligible to elect the GMIB program based on his or her age at
    the time of the change, then the GMIB program will terminate.
..   Annuity payments made under the GMIB program are subject to the same tax
    treatment as any other annuity payment.
..   At the time you elect to begin receiving annuity payments under the GMIB
    program or under any other annuity payment option we make available, the
    protection provided by an Annuity's basic Death Benefit or any optional
    Death Benefit provision you elected will no longer apply.

 Election of the Program
 Currently, the GMIB program can only be elected at the time that you purchase
 your Annuity. The Annuitant must be age 75 or less as of the effective date of
 the GMIB program. In the future, we may offer existing Annuity Owners the
 option to elect the GMIB program after the Issue Date of their Annuity,
 subject to our eligibility rules and restrictions. If you elect the GMIB
 program after the Issue Date of your Annuity, the program will be effective as
 of the date of election. Your Account Value as of that date will be used to
 calculate the Protected Income Value as of the effective date of the program.

 Termination of the Program
 The GMIB program cannot be terminated by the Owner once elected. The GMIB
 program automatically terminates as of the date your Annuity is fully
 surrendered, on the date the Death Benefit is payable to your Beneficiary
 (unless your surviving spouse elects

                                      59



 to continue your Annuity), or on the date that your Account Value is
 transferred to begin making annuity payments. The GMIB program may also be
 terminated if you designate a new Annuitant who would not be eligible to elect
 the GMIB program based on his or her age at the time of the change.

 Upon termination of the GMIB program we will deduct the charge from your
 Account Value for the portion of the Annuity Year since the prior anniversary
 of the Annuity's Issue Date (or the Issue Date if in the first Annuity Year).

 Charges under the Program
 Currently, we deduct a charge equal to 0.50% per year of the average Protected
 Income Value for the period the charge applies. Because the charge is
 calculated based on the average Protected Income Value, it does not increase
 or decrease based on changes to the Annuity's Account Value due to market
 performance. The dollar amount you pay each year will increase in any year the
 Protected Income Value increases, and it will decrease in any year the
 Protected Income Value decreases due to withdrawal, irrespective of whether
 your Account Value increases or decreases.

 The charge is deducted annually in arrears each Annuity Year on the
 anniversary of the Issue Date of an Annuity. We deduct the amount of the
 charge pro-rata from the Account Value allocated to the Sub-accounts and the
 Fixed Allocations. No MVA will apply to Account Value deducted from a Fixed
 Allocation. If you surrender your Annuity, begin receiving annuity payments
 under the GMIB program or any other annuity payment option we make available
 during an Annuity Year, or the GMIB program terminates, we will deduct the
 charge for the portion of the Annuity Year since the prior anniversary of the
 Annuity's Issue Date (or the Issue Date if in the first Annuity Year). No
 charge applies after the Annuity Date.


 LIFETIME FIVE/SM/ INCOME BENEFIT (LIFETIME FIVE/SM/)

 The Lifetime Five Income Benefit program described below is only being offered
 in those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Lifetime Five can be elected only where
 the Annuitant and the Owner are the same person or, if the Annuity Owner is an
 entity, where there is only one Annuitant. Currently, if you elect Lifetime
 Five and subsequently terminate the benefit, there may be a restriction on
 your ability to re-elect Lifetime Five and elect another of our lifetime
 withdrawal benefits. The Annuitant must be at least 45 years old when the
 program is elected. The Lifetime Five Income Benefit program is not available
 if you elect any other optional living benefit. As long as your Lifetime Five
 Income Benefit is in effect, you must allocate your Account Value in
 accordance with the then permitted and available option(s) with this program.
 Currently, you are required to enroll and maintain your Account Value in the
 asset allocation program if you elect this benefit.


 We offer a program that guarantees your ability to withdraw amounts equal to a
 percentage of an initial principal value (called the "Protected Withdrawal
 Value"), regardless of the impact of market performance on your Account Value,
 subject to our program rules regarding the timing and amount of withdrawals.
 There are two options - one is designed to provide an annual withdrawal amount
 for life (the "Life Income Benefit") and the other is designed to provide a
 greater annual withdrawal amount as long as there is Protected Withdrawal
 Value (adjusted as described below) (the "Withdrawal Benefit"). If there is no
 Protected Withdrawal Value, the withdrawal benefit will be zero. You do not
 choose between these two options; each option will continue to be available as
 long as your Annuity has an Account Value and the Lifetime Five is in effect.
 Certain benefits under Lifetime Five may remain in effect even if the Account
 Value of your Annuity is zero. The program may be appropriate if you intend to
 make periodic withdrawals from your Annuity and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the program.

 Key Feature - Protected Withdrawal Value
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your Annuity following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of (A) the Account
 Value on the date you elect Lifetime Five, plus any additional Purchase
 Payments, as applicable, each growing at 5% per year from the date of your
 election of the program, or application of the Purchase Payment to your
 Annuity, until the date of your first withdrawal or the 10/th/ anniversary of
 the benefit effective date, if earlier (B) the Account Value on the date of
 the first withdrawal from your Annuity, prior to the withdrawal, and (C) the
 highest Account Value on each Annuity anniversary, plus subsequent Purchase
 Payments prior to the first withdrawal or the 10th anniversary of the benefit
 effective date, if earlier. With respect to (A) and (C) above, after the 10th
 anniversary of the benefit effective date, each value is increased by the
 amount of any subsequent Purchase Payments. With respect to Optimum Plus,
 Credits are added to Purchase Payments for purposes of calculating the
 Protected Withdrawal Value, the Annual Income Amount and the Annual Withdrawal
 Amount (see below for a description of Annual Income Amount and Annual
 Withdrawal Amount).

   .   If you elect the Lifetime Five program at the time you purchase your
       Annuity, the Account Value will be your initial Purchase Payment.

                                      60



   .   For existing Owners who are electing the Lifetime Five benefit, the
       Account Value on the date of your election of the Lifetime Five program
       will be used to determine the initial Protected Withdrawal Value.
   .   If you make additional Purchase Payments after your first withdrawal,
       the Protected Withdrawal Value will be increased by the amount of each
       additional Purchase Payment.

 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 dollar-for-dollar basis up to 7% per Annuity Year of the Protected Withdrawal
 Value and on the greater of a dollar-for-dollar basis or a pro rata basis for
 withdrawals in an Annuity Year in excess of that amount until the Protected
 Withdrawal Value is reduced to zero. At that point the Annual Withdrawal
 Amount will be zero until such time (if any) as the Annuity reflects a
 Protected Withdrawal Value (for example, due to a step-up or additional
 Purchase Payments being made into the Annuity).

 Step-Up of the Protected Withdrawal Value
 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Account Value is greater than the Protected
 Withdrawal Value.

 If you elected the Lifetime Five program on or after March 20, 2006:
   .   you are eligible to step-up the Protected Withdrawal Value on or after
       the 1/st/ anniversary of the first withdrawal under the Lifetime Five
       program
   .   the Protected Withdrawal Value can be stepped up again on or after the
       1/st/ anniversary of the preceding step-up

 If you elected the Lifetime Five program prior to March 20, 2006 and that
 original election remains in effect:
   .   you are eligible to step-up the Protected Withdrawal Value on or after
       the 5/th/ anniversary of the first withdrawal under the Lifetime Five
       program
   .   the Protected Withdrawal Value can be stepped up again on or after the
       5/th/ anniversary of the preceding step-up

 In either scenario (i.e., elections before or after March 20, 2006) if you
 elect to step-up the Protected Withdrawal Value under the program, and on the
 date you elect to step-up, the charges under the Lifetime Five program have
 changed for new purchasers, your program may be subject to the new charge at
 the time of step-up. Upon election of the step-up, we increase the Protected
 Withdrawal Value to be equal to the then current Account Value. For example,
 assume your initial Protected Withdrawal Value was $100,000 and you have made
 cumulative withdrawals of $40,000, reducing the Protected Withdrawal Value to
 $60,000. On the date you are eligible to step-up the Protected Withdrawal
 Value, your Account Value is equal to $75,000. You could elect to step-up the
 Protected Withdrawal Value to $75,000 on the date you are eligible. If your
 current Annual Income Amount and Annual Withdrawal Amount are less than they
 would be if we did not reflect the step-up in Protected Withdrawal Value, then
 we will increase these amounts to reflect the step-up as described below.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

 If you elected the Lifetime Five program on or after March 20, 2006 and have
 also elected the Auto Step-Up feature:
   .   the first Auto Step-Up opportunity will occur on the 1/st/ Annuity
       Anniversary that is at least one year after the later of (1) the date of
       the first withdrawal under the Lifetime Five program or (2) the most
       recent step-up
   .   your Protected Withdrawal Value will only be stepped-up if 5% of the
       Account Value is greater than the Annual Income Amount by any amount
   .   if at the time of the first Auto Step-Up opportunity, 5% of the Account
       Value is not greater than the Annual Income Amount, an Auto Step-Up
       opportunity will occur on each successive Annuity Anniversary until a
       step-up occurs
   .   once a step-up occurs, the next Auto Step-Up opportunity will occur on
       the 1/st/ Annuity Anniversary that is at least one year after the most
       recent step-up

 If you elected the Lifetime Five program prior to March 20, 2006 and have also
 elected the Auto Step-Up feature:
   .   the first Auto Step-Up opportunity will occur on the Annuity Anniversary
       that is at least 5 years after the later of (1) the date of the first
       withdrawal under the Lifetime Five Program benefit or (2) the most
       recent step-up
   .   your Protected Withdrawal Value will only be stepped-up if 5% of the
       Account Value is greater than the Annual Income Amount by 5% or more
   .   if at the time of the first Auto Step-Up opportunity, 5% of the Account
       Value does not exceed the Annual Income Amount by 5% or more, an Auto
       Step-Up opportunity will occur on each successive Annuity Anniversary
       until a step-up occurs
   .   once a step-up occurs, the next Auto Step-Up opportunity will occur on
       the Annuity Anniversary that is at least 5 years after the most recent
       step-up

 In either scenario (i.e., elections before or after March 20, 2006), if on the
 date that we implement an Auto Step-Up to your Protected Withdrawal Value, the
 charge for Lifetime Five has changed for new purchasers, you may be subject to
 the new charge at the time of such step-up. Subject to our rules and
 restrictions, you will still be permitted to manually step-up the Protected
 Withdrawal Value even if you elect the Auto Step-Up feature.

                                      61



 Key Feature - Annual Income Amount under the Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under the Lifetime Five program, if your cumulative
 withdrawals in an Annuity Year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent Annuity
 Years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that Annuity Year. If your cumulative withdrawals
 are in excess of the Annual Income Amount ("Excess Income"), your Annual
 Income Amount in subsequent years will be reduced (except with regard to
 required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. A withdrawal can be considered
 Excess Income under the Life Income Benefit even though it does not exceed the
 Annual Withdrawal Amount under the Withdrawal Benefit. When you elect a
 step-up (or an auto step-up is effected), your Annual Income Amount increases
 to equal 5% of your Account Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional Purchase Payments. The amount of the increase is equal to
 5% of any additional Purchase Payments (and any associated Credit with respect
 to Optimum Plus). Any increase will be added to your Annual Income Amount
 beginning on the day that the step-up is effective or the Purchase Payment is
 made. A determination of whether you have exceeded your Annual Income Amount
 is made at the time of each withdrawal; therefore a subsequent increase in the
 Annual Income Amount will not offset the effect of a withdrawal that exceeded
 the Annual Income Amount at the time the withdrawal was made.

 Key Feature - Annual Withdrawal Amount under the Withdrawal Benefit
 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under the Lifetime Five program, if your cumulative
 withdrawals each Annuity Year are less than or equal to the Annual Withdrawal
 Amount, your Protected Withdrawal Value will be reduced on a dollar-for-dollar
 basis. If your cumulative withdrawals are in excess of the Annual Withdrawal
 Amount ("Excess Withdrawal"), your Annual Withdrawal Amount will be reduced
 (except with regard to required minimum distributions) by the result of the
 ratio of the Excess Withdrawal to the Account Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any CDSC that may apply. When
 you elect a step-up (or an auto step-up is effected), your Annual Withdrawal
 Amount increases to equal 7% of your Account Value after the step-up if such
 amount is greater than your Annual Withdrawal Amount. Your Annual Withdrawal
 Amount also increases if you make additional Purchase Payments. The amount of
 the increase is equal to 7% of any additional Purchase Payments (and any
 associated Credit with respect to Optimum Plus). A determination of whether
 you have exceeded your Annual Withdrawal Amount is made at the time of each
 withdrawal; therefore, a subsequent increase in the Annual Withdrawal Amount
 will not offset the effect of a withdrawal that exceeded the Annual Withdrawal
 Amount at the time the withdrawal was made.

 The Lifetime Five program does not affect your ability to make withdrawals
 under your Annuity or limit your ability to request withdrawals that exceed
 the Annual Income Amount and the Annual Withdrawal Amount. You are not
 required to withdraw all or any portion of the Annual Withdrawal Amount or
 Annual Income Amount in each Annuity Year.

       .   If, cumulatively, you withdraw an amount less than the Annual
           Withdrawal Amount under the Withdrawal Benefit in any Annuity Year,
           you cannot carry-over the unused portion of the Annual Withdrawal
           Amount to subsequent Annuity Years. However, because the Protected
           Withdrawal Value is only reduced by the actual amount of withdrawals
           you make under these circumstances, any unused Annual Withdrawal
           Amount may extend the period of time until the remaining Protected
           Withdrawal Value is reduced to zero.

       .   If, cumulatively, you withdraw an amount less than the Annual Income
           Amount under the Life Income Benefit in any Annuity Year, you cannot
           carry-over the unused portion of the Annual Income Amount to
           subsequent Annuity Years. However, because the Protected Withdrawal
           Value is only reduced by the actual amount of withdrawals you make
           under these circumstances, any unused Annual Income Amount may
           extend the period of time until the remaining Protected Withdrawal
           Value is reduced to zero.

 Examples of Withdrawal
 The following examples of dollar-for-dollar and proportional reductions of the
 Protected Withdrawal Value, Annual Withdrawal Amount and Annual Income Amount
 assume: 1.) the Issue Date and the Effective Date of the Lifetime Five program
 are February 1, 2005; 2.) an initial Purchase Payment of $250,000; 3.) the
 Account Value on February 1, 2006 is equal to $265,000; and 4.) the first
 withdrawal occurs on March 1, 2006 when the Account Value is equal to
 $263,000;. The values set forth here are purely hypothetical, and do not
 reflect the charge for Lifetime Five or any other fees and charges.

 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05/(393/365)/ = $263,484.33
 (b)Account Value on March 1, 2006 (the date of the first withdrawal) = $263,000
 (c)Account Value on February 1, 2006 (the first Annuity Anniversary) = $265,000

                                      62



 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

 Example 1. Dollar-For-Dollar reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:
..   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
    $10,000 = $8,550 Annual Withdrawal Amount for future Annuity Years remains
    at $18,550
..   Remaining Annual Income Amount for current Annuity Year = $13,250 - $10,000
    = $3,250.
..   Annual Income Amount for future Annuity Years remains at $13,250
..   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-For-Dollar and Proportional Reductions
 (a)If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:
   .   Remaining Annual Withdrawal Amount for current Annuity Year = $18,550 -
       $15,000 = $3,550
   .   Annual Withdrawal Amount for future Annuity Years remains at $18,550
   .   Remaining Annual Income Amount for current Annuity Year = $0

 Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
 $1,750) reduces Annual Income Amount for future Annuity Years.


   .   Reduction to Annual Income Amount = Excess Income/ Account Value before
       Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
       $13,250 = $93. Annual Income Amount for future Annuity Years = $13,250 -
       $93 = $13,157

   .   Protected Withdrawal Value is reduced by $15,000 from $265,000 to
       $250,000

 (b)If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:
   .   Remaining Annual Withdrawal Amount for current Annuity Year = $0
   .   Excess of withdrawal over the Annual Withdrawal Amount ($25,000 -
       $18,550 = $6,450) reduces Annual Withdrawal Amount for future Annuity
       Years.

   .   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Account Value
       before Excess Withdrawal X Annual Withdrawal Amount = $6,450/($263,000 -
       $18,550) X $18,550 = $489


 Annual Withdrawal Amount for future Annuity Years = $18,550 - $489 = $18,061

   .   Remaining Annual Income Amount for current Annuity Year = $0

 Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
 $11,750) reduces Annual Income Amount for future Annuity Years.

   .   Reduction to Annual Income Amount = Excess Income/ Account Value before
       Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
       $13,250 = $623
   .   Annual Income Amount for future Annuity Years = $13,250 - $623 = $12,627
   .   Protected Withdrawal Value is first reduced by the Annual Withdrawal
       Amount ($18,550) from $265,000 to $246,450. It is further reduced by the
       greater of a dollar-for-dollar reduction or a proportional reduction.
       Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450

   .   Proportional reduction = Excess Withdrawal/Account Value before Excess
       Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
       $246,450 = $6,503. Protected Withdrawal Value = $246,450 - max {$6,450,
       $6,503} = $239,947


 BENEFITS UNDER THE LIFETIME FIVE PROGRAM
   .   If your Account Value is equal to zero, and the cumulative withdrawals
       in the current Annuity Year are greater than the Annual Withdrawal
       Amount, the Lifetime Five program will terminate. To the extent that
       your Account Value was reduced to zero as a result of cumulative
       withdrawals that are equal to or less than the Annual Income Amount and
       amounts are still payable under both the Life Income Benefit and the
       Withdrawal Benefit, you will be given the choice of receiving the
       payments under the Life Income Benefit or under the Withdrawal Benefit.
       Thus, in that scenario, the remaining amounts under the Life Income
       Benefit and the Withdrawal Benefit would be payable even though your
       Account Value was reduced to zero. Once you make this election we will
       make an additional payment for that Annuity Year equal to either the
       remaining Annual Income Amount or Annual Withdrawal Amount for the
       Annuity Year, if any, depending on the option you choose. In subsequent
       Annuity Years we make payments that equal either the Annual Income
       Amount or the Annual Withdrawal Amount as described in this Prospectus.
       You will not be able to change the option after

                                      63



      your election and no further Purchase Payments will be accepted under
       your Annuity. If you do not make an election, we will pay you annually
       under the Life Income Benefit. To the extent that cumulative withdrawals
       in the current Annuity Year that reduced your Account Value to zero are
       more than the Annual Income Amount but less than or equal to the Annual
       Withdrawal Amount and amounts are still payable under the Withdrawal
       Benefit, you will receive the payments under the Withdrawal Benefit. In
       the year of a withdrawal that reduced your Account Value to zero, we
       will make an additional payment to equal any remaining Annual Withdrawal
       Amount and make payments equal to the Annual Withdrawal Amount in each
       subsequent year (until the Protected Withdrawal Value is depleted). Once
       your Account Value equals zero no further Purchase Payments will be
       accepted under your Annuity.
   .   If annuity payments are to begin under the terms of your Annuity or if
       you decide to begin receiving annuity payments and there is any Annual
       Income Amount due in subsequent Annuity Years or any remaining Protected
       Withdrawal Value, you can elect one of the following three options:

 (1)apply your Account Value to any annuity option available; or
 (2)request that, as of the date annuity payments are to begin, we make annuity
    payments each year equal to the Annual Income Amount. We make such annuity
    payments until the Annuitant's death; or
 (3)request that, as of the date annuity payments are to begin, we pay out any
    remaining Protected Withdrawal Value as annuity payments. Each year such
    annuity payments will equal the Annual Withdrawal Amount or the remaining
    Protected Withdrawal Value if less. We make such annuity payments until the
    earlier of the Annuitant's death or the date the Protected Withdrawal Value
    is depleted.

 We must receive your request in a form acceptable to us at our office.

   .   In the absence of an election when mandatory annuity payments are to
       begin, we will make annual annuity payments as a single life fixed
       annuity with five payments certain using the greater of the annuity
       rates then currently available or the annuity rates guaranteed in your
       Annuity. The amount that will be applied to provide such annuity
       payments will be the greater of:

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

   .   If no withdrawal was ever taken, we will determine a Protected
       Withdrawal Value and calculate an Annual Income Amount and an Annual
       Withdrawal Amount as if you made your first withdrawal on the date the
       annuity payments are to begin.

 Other Important Considerations
   .   Withdrawals under the Lifetime Five program are subject to all of the
       terms and conditions of your Annuity, including any applicable CDSC.
   .   Withdrawals made while the Lifetime Five program is in effect will be
       treated, for tax purposes, in the same way as any other withdrawals
       under your Annuity. The Lifetime Five program does not directly affect
       your Annuity's Account Value or Surrender Value, but any withdrawal will
       decrease the Account Value by the amount of the withdrawal (plus any
       applicable CDSC). If you surrender your Annuity, you will receive the
       current Surrender Value, not the Protected Withdrawal Value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the Lifetime Five program. The
       Lifetime Five program provides a guarantee that if your Account Value
       declines due to market performance, you will be able to receive your
       Protected Withdrawal Value or Annual Income Amount in the form of
       periodic benefit payments.
   .   In general, you must allocate your Account Value in accordance with the
       then available investment option(s) that we may prescribe in order to
       elect and maintain the benefit. If, subsequent to your election of the
       benefit, we change our requirements for how Account Value must be
       allocated under the benefit, the new requirement will apply only to new
       elections of the benefit, and we will not compel you to re-allocate your
       Account Value in accordance with our newly-adopted requirements.
       Subsequent to any change in requirements, transfers of Account Value and
       allocation of additional Purchase Payments may be subject to the new
       investment limitations.

 Election of the Program
 The Lifetime Five program can be elected at the time that you purchase your
 Annuity. We also offer existing Owners the option to elect the Lifetime Five
 program after the Issue Date of their Annuity, subject to our eligibility
 rules and restrictions. Your Account Value as the date of election will be
 used as a basis to calculate the initial Protected Withdrawal Value, the
 initial Protected Annual Withdrawal Amount, and the Annual Income Amount.


 Currently, if you terminate the program, you generally will only be permitted
 to re-elect Lifetime Five or elect another lifetime withdrawal benefit on any
 anniversary of the Issue Date that is at least 90 calendar days from the date
 the benefit was last terminated.


                                      64



 If you elected Lifetime Five prior to March 20, 2006, and you terminate the
 program, there will be no waiting period before you can re-elect the program
 or elect Highest Daily Lifetime Five or Spousal Lifetime Five provided that
 you had not previously elected Lifetime Five after the Issue Date and within
 the same Annuity Year that you terminated Lifetime Five. If you had previously
 elected Lifetime Five after the Issue Date and within the same Annuity Year
 that you terminate Lifetime Five, you will be able to re-elect the program or
 elect Highest Daily Lifetime Five or Spousal Lifetime Five on any date on or
 after the next anniversary of the Issue Date. However, once you choose to
 re-elect/elect, the waiting period described above will apply to subsequent
 re-elections. We reserve the right to limit the re-election/election frequency
 in the future. Before making any such change to the re-election/election
 frequency, we will provide prior notice to Owners who have an effective
 Lifetime Five Income Benefit.

 Termination of the Program
 The program terminates automatically when your Protected Withdrawal Value and
 Annual Income Amount equal zero. You may terminate the program at any time by
 notifying us. If you terminate the program, any guarantee provided by the
 benefit will terminate as of the date the termination is effective and certain
 restrictions on re-election of the benefit will apply as described above. The
 program terminates upon your surrender of your Annuity, upon the death of the
 Annuitant (but your surviving spouse may elect a new Lifetime Five if your
 spouse elects the spousal continuance option and your spouse would then be
 eligible to elect the benefit if he or she was a new purchaser), upon a change
 in ownership of your Annuity that changes the tax identification number of the
 Owner, upon change in the Annuitant or upon your election to begin receiving
 annuity payments. While you may terminate your program at any time, we may not
 terminate the program other than in the circumstances listed above. However,
 we may stop offering the program for new elections or re-elections at any time
 in the future.

 The charge for the Lifetime Five program will no longer be deducted from your
 Account Value upon termination of the program.

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

 As indicated, withdrawals made while this Benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit here.


 SPOUSAL LIFETIME FIVE/SM/ INCOME BENEFIT (SPOUSAL LIFETIME FIVE/SM/)

 The Spousal Lifetime Five program described below is only being offered in
 those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Currently, if you elect Spousal Lifetime
 Five and subsequently terminate the benefit, there may be a restriction on
 your ability to re-elect Spousal Lifetime Five or elect another lifetime
 withdrawal benefit. (See "Election of and Designations under the Program"
 below for details) Spousal Lifetime Five must be elected based on two
 Designated Lives, as described below. Each Designated Life must be at least 55
 years old when the benefit is elected. The Spousal Lifetime Five program is
 not available if you elect any other optional living benefit or optional death
 benefit. As long as your Spousal Lifetime Five Income Benefit is in effect,
 you must allocate your Account Value in accordance with the then permitted and
 available option(s) with this program. Currently, you are required to enroll
 and maintain your Account Value in the asset allocation program if you elect
 this benefit.


 We offer a program that guarantees until the later death of two natural
 persons that are each other's spouses at the time of election of Spousal
 Lifetime Five and at the first death of one of them (the "Designated Lives",
 each a "Designated Life") the ability to withdraw an annual amount ("Spousal
 Life Income Benefit") equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Account Value, subject to our program rules regarding the timing and
 amount of withdrawals. The Spousal Life Income Benefit may remain in effect
 even if the Account Value of the Annuity is zero. The program may be
 appropriate if you intend to make periodic withdrawals from your Annuity, wish
 to ensure that market performance will not affect your ability to receive
 annual payments, and wish either spouse to be able to continue the Spousal
 Life Income Benefit after the death of the first. You are not required to make
 withdrawals as part of the program - the guarantees are not lost if you
 withdraw less than the maximum allowable amount each year under the rules of
 the program.

                                      65



 Key Feature - Initial Protected withdrawal Value
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Spousal Life Income Benefit. The initial Protected
 Withdrawal Value is determined as of the date you make your first withdrawal
 under the Annuity following your election of Spousal Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of (A) the Account
 Value on the date you elect Spousal Lifetime Five, plus any additional
 Purchase Payments as applicable, each growing at 5% per year from the date of
 your election of the program, or application of the Purchase Payment to your
 Annuity, until the date of your first withdrawal or the 10/th/ anniversary of
 the benefit effective date, if earlier (B) the Account Value on the date of
 the first withdrawal from your Annuity, prior to the withdrawal, and (C) the
 highest Account Value on each Annuity anniversary, plus subsequent Purchase
 Payments prior to the first withdrawal or the 10th anniversary of the benefit
 effective date, if earlier. With respect to (A) and (C) above, after the 10th
 anniversary of the benefit effective date, each value is increased by the
 amount of any subsequent Purchase Payments. With respect to Optimum Plus,
 Credits are added to Purchase Payments for purposes of calculating the
 Protected Withdrawal Value and the Annual Income Amount (see below for a
 description of Annual Income Amount).

   .   If you elect the Spousal Lifetime Five program at the time you purchase
       your Annuity, the Account Value will be your initial Purchase Payment.
   .   For existing Owners who are electing the Spousal Lifetime Five benefit,
       the Account Value on the date of your election of the Spousal Lifetime
       Five program will be used to determine the initial Protected Withdrawal
       Value.

 Key Feature - Annual Income Amount under the Spousal Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under the Spousal Lifetime Five program, if your cumulative
 withdrawals in an Annuity Year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent Annuity
 Years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that Annuity Year. If, cumulatively, you withdraw
 an amount less than the Annual Income Amount under the Spousal Life Income
 Benefit in any Annuity Year, you cannot carry-over the unused portion of the
 Annual Income Amount to subsequent Annuity Years. If your cumulative
 withdrawals are in excess of the Annual Income Amount ("Excess Income"), your
 Annual Income Amount in subsequent years will be reduced (except with regard
 to required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. The Spousal Lifetime Five
 program does not affect your ability to make withdrawals under your Annuity or
 limit your ability to request withdrawals that exceed the Annual Income Amount.

 Step-Up of Annual Income Amount
 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Account Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of the first withdrawal under the Spousal Lifetime Five
 program. The Annual Income Amount can be stepped up again on or after the
 1/st/ anniversary of the preceding step-up. If you elect to step-up the Annual
 Income Amount under the program, and on the date you elect to step-up, the
 charges under the Spousal Lifetime Five program have changed for new
 purchasers, your program may be subject to the new charge at the time of such
 step-up. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Account Value after the step-up. Your Annual Income Amount
 also increases if you make additional Purchase Payments. The amount of the
 increase is equal to 5% of any additional Purchase Payments (plus any Credit
 with respect to Optimum Plus). Any increase will be added to your Annual
 Income Amount beginning on the day that the step-up is effective or the
 Purchase Payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force. If you elect this feature, the first
 Auto Step-Up opportunity will occur on the 1/st/ Annuity Anniversary that is
 at least one year after the later of (1) the date of the first withdrawal
 under the Spousal Lifetime Five program or (2) the most recent step-up. At
 this time, your Annual Income Amount will be stepped-up if 5% of your Account
 Value is greater than the Annual Income Amount by any amount. If 5% of the
 Account Value does not exceed the Annual Income Amount, then an Auto Step-Up
 opportunity will occur on each successive Annuity Anniversary until a step-up
 occurs. Once a step-up occurs, the next Auto Step-Up opportunity will occur on
 the 1/st/ Annuity Anniversary that is at least 1 year after the most recent
 step-up. If, on the date that we implement an Auto Step-Up to your Annual
 Income Amount, the charge for Spousal Lifetime Five has changed for new
 purchasers, you may be subject to the new charge at the time of such step-up.
 Subject to our rules and restrictions, you will still be permitted to manually
 step-up the Annual Income Amount even if you elect the Auto Step-Up feature.

 Examples of Withdrawals and Step-Up
 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Annual Income Amount assume:

 1) the Issue Date and the Effective Date of the Spousal Lifetime Five program
    are February 1, 2005; 2) an initial Purchase Payment of $250,000; 3) the
    Account Value on February 1, 2006 is equal to $265,000; 4) the first
    withdrawal occurs on

                                      66



    March 1, 2006 when the Account Value is equal to $263,000; and 5) the
    Account Value on February 1, 2010 is equal to $280,000. The values set
    forth here are purely hypothetical, and do not reflect the charge for the
    Spousal Lifetime Five or any other fees and charges.

 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05/(393/365)/ = $263,484.33
 (b)Account Value on March 1, 2006 (the date of the first withdrawal) = $263,000
 (c)Account Value on February 1, 2006 (the first Annuity Anniversary) = $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Income Amount is equal to $13,250 under the Spousal Life Income Benefit
 (5% of $265,000).

 Example 1. Dollar-For-Dollar Reduction
 If $10,000 was withdrawn (less than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current Annuity Year = $13,250 - $10,000
    = $3,250
..   Annual Income Amount for future Annuity Years remains at $13,250

 Example 2. Dollar-For-Dollar and Proportional Reductions
 (a)If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
    2006, then the following values would result:
..   Remaining Annual Income Amount for current Annuity Year = $0 Excess of
    withdrawal over the Annual Income Amount ($15,000 - $13,250 = $1,750)
    reduces Annual Income Amount for future Annuity Years.
..   Reduction to Annual Income Amount = Excess Income/ Account Value before
    Excess Income X Annual Income Amount = $1,750 / ($263,000 - $13,250) X
    $13,250 = $93
..   Annual Income Amount for future Annuity Years = $13,250 - $93 = $13,157

 Example 3. Step-Up of the Annual Income Amount
 If a step-up of the Annual Income Amount is requested on February 1, 2010 or
 the Auto Step-Up feature was elected, the step-up would occur because 5% of
 the Account Value, which is $14,000 (5% of $280,000), is greater than the
 Annual Income Amount of $13,250. The new Annual Income Amount will be equal to
 $14,000.

 BENEFITS UNDER THE SPOUSAL LIFETIME FIVE PROGRAM
 To the extent that your Account Value was reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the Annual Income Amount
 and amounts are still payable under the Spousal Life Income Benefit, we will
 make an additional payment for that Annuity Year equal to the remaining Annual
 Income Amount for the Annuity Year, if any. Thus, in that scenario, the
 remaining Annual Income Amount would be payable even though your Account Value
 was reduced to zero. In subsequent Annuity Years we make payments that equal
 the Annual Income Amount as described in this Prospectus. No further Purchase
 Payments will be accepted under your Annuity. We will make payments until the
 first of the Designated Lives to die, and will continue to make payments until
 the death of the second Designated Life as long as the Designated Lives were
 spouses at the time of the first death. To the extent that cumulative
 withdrawals in the current Annuity Year that reduced your Account Value to
 zero are more than the Annual Income Amount, the Spousal Life Income Benefit
 terminates and no additional payments will be made.
..   If annuity payments are to begin under the terms of your Annuity or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your Account Value to any annuity option available; or
       (2)request that, as of the date annuity payments are to begin, we make
          annuity payments each year equal to the Annual Income Amount. We will
          make payments until the first of the Designated Lives to die, and
          will continue to make payments until the death of the second
          Designated Life as long as the Designated Lives were spouses at the
          time of the first death.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a joint and survivor or single (as
    applicable) life fixed annuity with five payments certain using the same
    basis that is used to calculate the greater of the annuity rates then
    currently available or the annuity rates guaranteed in your Annuity. The
    amount that will be applied to provide such annuity payments will be the
    greater of:

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

                                      67



..   If no withdrawal was ever taken, we will determine an initial Protected
    Withdrawal Value and calculate an Annual Income Amount as if you made your
    first withdrawal on the date the annuity payments are to begin.

 Other Important Considerations
   .   Withdrawals under the Spousal Lifetime Five program are subject to all
       of the terms and conditions of the Annuity, including any CDSC.
   .   Withdrawals made while the Spousal Lifetime Five program is in effect
       will be treated, for tax purposes, in the same way as any other
       withdrawals under the Annuity. The Spousal Lifetime Five program does
       not directly affect the Annuity's Account Value or Surrender Value, but
       any withdrawal will decrease the Account Value by the amount of the
       withdrawal (plus any applicable CDSC). If you surrender your Annuity,
       you will receive the current Surrender Value, not the Protected
       Withdrawal Value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the Spousal Lifetime Five program.
       The Spousal Lifetime Five program provides a guarantee that if your
       Account Value declines due to market performance, you will be able to
       receive your Annual Income Amount in the form of periodic benefit
       payments.
   .   In general, you must allocate your Account Value in accordance with the
       then available investment option(s) that we may prescribe in order to
       elect and maintain the benefit. If, subsequent to your election of the
       benefit, we change our requirements for how Account Value must be
       allocated under the benefit, the new requirement will apply only to new
       elections of the benefit, and we will not compel you to re-allocate your
       Account Value in accordance with our newly-adopted requirements.
       Subsequent to any change in requirements, transfers of Account Value and
       allocation of additional Purchase Payments may be subject to the new
       investment limitations.
   .   There may be circumstances where you will continue to be charged the
       full amount for the Spousal Lifetime Five program even when the benefit
       is only providing a guarantee of income based on one life with no
       survivorship.
   .   In order for the Surviving Designated Life to continue the Spousal
       Lifetime Five program upon the death of an owner, the Designated Life
       must elect to assume ownership of the Annuity under the spousal
       continuation option. When the Annuity is owned by a Custodial Account,
       in order for Spousal Lifetime Five to be continued after the death of
       the first Designated Life (the Annuitant), the Custodial Account must
       elect to continue the Annuity and the second Designated Life (the
       Contingent Annuitant) will be named as the new Annuitant. See "Spousal
       Designations" and "Spousal - Assumption of Annuity" in this Prospectus.

 Election of and Designations under the Program
 Spousal Lifetime Five can only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the program and at the death of the first of the
 Designated Lives to die.

 Currently, the program may only be elected where the Owner, Annuitant and
 Beneficiary Designations are as follows:
   .   One Annuity Owner, where the Annuitant and the Owner are the same person
       and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
       beneficiary each must be at least 55 years old at the time of election;
       or
   .   Co-Annuity Owners, where the Owners are each other's spouses. The
       Beneficiary Designation must be the surviving spouse. The first named
       Owner must be the Annuitant. Both Owners must each be at least 55 years
       old at the time of election: or
   .   One Annuity Owner, where the Owner is a custodial account established to
       hold retirement assets for the benefit of the Annuitant pursuant to the
       provisions of Section 408(a) of the Internal Revenue Code (or any
       successor Code section thereto) ("Custodial Account"), the Beneficiary
       is the Custodial Account and the spouse of the Annuitant is the
       Contingent Annuitant. Both the Annuitant and Contingent Annuitant must
       each be at least 55 years old at the time of election.

 No Ownership changes or Annuitant changes will be permitted once this program
 is elected. However, if the Annuity is co-owned, the Owner that is not the
 Annuitant may be removed without affecting the benefit.

 The Spousal Lifetime Five program can be elected at the time that you purchase
 your Annuity. We also offer existing Owners the option to elect the Spousal
 Lifetime Five program after the Issue Date of their Annuity, subject to our
 eligibility rules and restrictions. Your Account Value as the date of election
 will be used as a basis to calculate the initial Protected Withdrawal Value
 and the Annual Income Amount.


 Currently, if you terminate the program, you may, for certain optional
 benefits, be permitted to elect another lifetime withdrawal benefit only on
 any anniversary of the Issue Date that is at least 90 calendar days from the
 date the benefit was last terminated.


 We reserve the right to further limit the election frequency in the future.
 Before making any such change to the election frequency, we will provide prior
 notice to Owners who have an effective Spousal Lifetime Five Income Benefit.

 Termination of the Program The program terminates automatically when your
 Annual Income Amount equals zero. You may terminate the program at any time by
 notifying us. If you terminate the program, any guarantee provided by the
 benefit will terminate as of the date the termination is effective and certain
 restrictions on re-election of the benefit will apply as described

                                      68



 above. We reserve the right to further limit the frequency election in the
 future. The program terminates upon your surrender of the Annuity, upon the
 first Designated Life to die if the Annuity is not continued, upon the second
 Designated Life to die or upon your election to begin receiving annuity
 payments. The charge for the Spousal Lifetime Five program will no longer be
 deducted from your Account Value upon termination of the program.

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

 As indicated, withdrawals made while this Benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit here.


 HIGHEST DAILY LIFETIME FIVE/SM/ INCOME BENEFIT (HD5/SM/)

 The Highest Daily Lifetime Five program described below is only being offered
 in those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Highest Daily Lifetime Five is offered as
 an alternative to Lifetime Five and Spousal Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Five and subsequently terminate the benefit, you
 will not be able to re-elect Highest Daily Lifetime Five, and may have a
 waiting period until you can elect another lifetime withdrawal benefit. See
 "Election of and Designations under the Program" below for details. The income
 benefit under Highest Daily Lifetime Five currently is based on a single
 "designated life" who is at least 55 years old on the date that the benefit is
 acquired. The Highest Daily Lifetime Five Benefit is not available if you
 elect any other optional living benefit, although you may elect any optional
 death benefit (other than the Highest Daily Value Death Benefit). Any DCA
 program that transfers Account Value from a Fixed Allocation is also not
 available as Fixed Allocations are not permitted with the benefit. As long as
 your Highest Daily Lifetime Five Benefit is in effect, you must allocate your
 Account Value in accordance with the then-permitted and available investment
 option(s) with this program. Currently, you are required to enroll and
 maintain your Account Value in the asset allocation program if you elect this
 benefit.


 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Total Annual Income
 Amount") equal to a percentage of an initial principal value (the "Total
 Protected Withdrawal Value") regardless of the impact of market performance on
 the Account Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your Annuity, and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the benefit. As discussed below, we require that you
 participate in our asset transfer program in order to participate in Highest
 Daily Lifetime Five, and in the Appendices to this prospectus, we set forth
 the formula under which we make those asset transfers.

 As discussed below, a key component of Highest Daily Lifetime Five is the
 Total Protected Withdrawal Value, which is an amount that is distinct from
 Account Value. Because each of the Total Protected Withdrawal Value and Total
 Annual Income Amount is determined in a way that is not solely related to
 Account Value, it is possible for Account Value to fall to zero, even though
 the Total Annual Income Amount remains. You are guaranteed to be able to
 withdraw the Total Annual Income Amount for the rest of your life, provided
 that you have not made "excess withdrawals." Excess withdrawals, as discussed
 below, will reduce your Total Annual Income Amount. Thus, you could experience
 a scenario in which your Account Value was zero, and, due to your excess
 withdrawals, your Total Annual Income Amount also was reduced to zero. In that
 scenario, no further amount would be payable under Highest Daily Lifetime Five.

 Key Feature - Total Protected Withdrawal Value
 The Total Protected Withdrawal Value is used to determine the amount of the
 annual payments under Highest Daily Lifetime Five. The Total Protected
 Withdrawal Value is equal to the greater of the Protected Withdrawal Value and
 any Enhanced Protected Withdrawal Value that may exist. We describe how we
 determine Enhanced Protected Withdrawal Value, and when we begin to calculate
 it, below. If you do not meet the conditions described below for obtaining
 Enhanced Protected Withdrawal Value then Total Protected Withdrawal Value is
 simply equal to Protected Withdrawal Value.

                                      69



 The Protected Withdrawal Value initially is equal to the Account Value on the
 date that you elect Highest Daily Lifetime Five. On each Valuation Day
 thereafter, until the earlier of the first withdrawal or ten years after the
 date of your election of the benefit, we recalculate the Protected Withdrawal
 Value. Specifically, on each such Valuation Day (the "Current Valuation Day"),
 the Protected Withdrawal Value is equal to the greater of:
   .   the Protected Withdrawal Value for the immediately preceding Valuation
       Day (the "Prior Valuation Day"), appreciated at the daily equivalent of
       5% annually during the calendar day(s) between the Prior Valuation Day
       and the Current Valuation Day (i.e., one day for successive Valuation
       Days, but more than one calendar day for Valuation Days that are
       separated by weekends and/or holidays), plus the amount of any Purchase
       Payment (including any associated credit) made on the Current Valuation
       Day; and
   .   the Account Value.

 If you have not made a withdrawal prior to the tenth anniversary of the date
 you elected Highest Daily Lifetime Five (which we refer to as the "Tenth
 Anniversary"), we will continue to calculate a Protected Withdrawal Value. On
 or after the Tenth Anniversary and up until the date of the first withdrawal,
 your Protected Withdrawal Value is equal to the greater of the Protected
 Withdrawal Value on the Tenth Anniversary or your Account Value.


 The Enhanced Protected Withdrawal Value is only calculated if you do not take
 a withdrawal prior to the Tenth Anniversary. Thus, if you do take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive Enhanced
 Protected Withdrawal Value. If so, then on or after the Tenth Anniversary up
 until the date of the first withdrawal, the Enhanced Protected Withdrawal
 Value is equal to the sum of:


 (a)200% of the Account Value on the date you elected Highest Daily Lifetime
    Five;
 (b)200% of all Purchase Payments (and any associated Credits) made during the
    one-year period after the date you elected Highest Daily Lifetime Five; and
 (c)100% of all Purchase Payments (and any associated Credits) made more than
    one year after the date you elected Highest Daily Lifetime Five, but prior
    to the date of your first withdrawal.

 We cease these daily calculations of the Protected Withdrawal Value and
 Enhanced Protected Withdrawal Value (and therefore, the Total Protected
 Withdrawal Value) when you make your first withdrawal. However, as discussed
 below, subsequent Purchase Payments (and any associated Credits) will increase
 the Total Annual Income Amount, while "excess" withdrawals (as described
 below) may decrease the Total Annual Income Amount.

 Key Feature - Total Annual Income Amount under the Highest Daily Lifetime Five
 Benefit
 The initial Total Annual Income Amount is equal to 5% of the Total Protected
 Withdrawal Value. For purposes of the asset transfer formula described below,
 we also calculate a Highest Daily Annual Income Amount, which is initially
 equal to 5% of the Protected Withdrawal Value. Under the Highest Daily
 Lifetime Five benefit, if your cumulative withdrawals in an Annuity Year are
 less than or equal to the Total Annual Income Amount, they will not reduce
 your Total Annual Income Amount in subsequent Annuity Years, but any such
 withdrawals will reduce the Total Annual Income Amount on a dollar-for-dollar
 basis in that Annuity Year. If your cumulative withdrawals are in excess of
 the Total Annual Income Amount ("Excess Income"), your Total Annual Income
 Amount in subsequent years will be reduced (except with regard to required
 minimum distributions) by the result of the ratio of the Excess Income to the
 Account Value immediately prior to such withdrawal (see examples of this
 calculation below). Reductions include the actual amount of the withdrawal,
 including any CDSC that may apply. A Purchase Payment that you make will
 increase the then-existing Total Annual Income Amount and Highest Daily Annual
 Income Amount by an amount equal to 5% of the Purchase Payment (including the
 amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Total Annual Income Amount if your
 Account Value increases subsequent to your first withdrawal. We begin
 examining the Account Value for purposes of this feature starting with the
 anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
 immediately after your first withdrawal under the benefit. Specifically, upon
 the first such Annuity Anniversary, we identify the Account Value on the
 Valuation Days corresponding to the end of each quarter that (i) is based on
 your Annuity Year, rather than a calendar year; (ii) is subsequent to the
 first withdrawal; and (iii) falls within the immediately preceding Annuity
 Year. If the end of any such quarter falls on a holiday or a weekend, we use
 the next Valuation Day. We multiply each of those quarterly Account Values by
 5%, adjust each such quarterly value for subsequent withdrawals and Purchase
 Payments, and then select the highest of those values. If the highest of those
 values exceeds the existing Total Annual Income Amount, we replace the
 existing amount with the new, higher amount. Otherwise, we leave the existing
 Total Annual Income Amount intact. In later years, (i.e., after the first
 Annuity Anniversary after the first withdrawal) we determine whether an
 automatic step-up should occur on each Annuity Anniversary, by performing a
 similar examination of the Account Values on the end of the four immediately
 preceding quarters. If, on the date that we implement a Highest Quarterly Auto
 Step-Up to your Total Annual Income Amount, the charge for Highest Daily
 Lifetime Five has changed for new purchasers, you may be subject to the new
 charge at the time of such step-up. Prior to increasing your charge for
 Highest Daily Lifetime Five upon a step-up, we would notify you, and give you
 the opportunity to cancel the automatic step-up feature. If you receive notice
 of a proposed step-up and accompanying fee increase, you should carefully
 evaluate whether the amount of the step-up justifies the increased fee to
 which you will be subject.

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 The Highest Daily Lifetime Five program does not affect your ability to make
 withdrawals under your annuity, or limit your ability to request withdrawals
 that exceed the Total Annual Income Amount. Under Highest Daily Lifetime Five,
 if your cumulative withdrawals in an Annuity Year are less than or equal to
 the Total Annual Income Amount, they will not reduce your Total Annual Income
 Amount in subsequent Annuity Years, but any such withdrawals will reduce the
 Total Annual Income Amount on a dollar-for-dollar basis in that Annuity Year.

 If, cumulatively, you withdraw an amount less than the Total Annual Income
 Amount in any Annuity Year, you cannot carry-over the unused portion of the
 Total Annual Income Amount to subsequent Annuity Years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Highest Daily
 Lifetime Five benefit or any other fees and charges. Assume the following for
 all three examples:
   .   The Issue Date is December 1, 2006
   .   The Highest Daily Lifetime Five benefit is elected on March 5, 2007.

 Dollar-For-Dollar Reductions
 On May 2, 2007, the Total Protected Withdrawal Value is $120,000, resulting in
 a Total Annual Income Amount of $6,000 (5% of $120,000). Assuming $2,500 is
 withdrawn from the Annuity on this date, the remaining Total Annual Income
 Amount for that Annuity Year (up to and including December 1, 2007) is $3,500.
 This is the result of a dollar-for-dollar reduction of the Total Annual Income
 Amount - $6,000 less $2,500 = $3,500.

 Proportional Reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2007 and the Account Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Total Annual
 Income Amount for that Annuity Year to $0. The remaining withdrawal amount -
 $1,500 - reduces the Total Annual Income Amount in future Annuity Years on a
 proportional basis based on the ratio of the excess withdrawal to the Account
 Value immediately prior to the excess withdrawal. (Note that if there were
 other withdrawals in that Annuity Year, each would result in another
 proportional reduction to the Total Annual Income Amount).

 Here is the calculation:



                                                              
   Account Value before withdrawal                               $110,000.00
   Less amount of "non" excess withdrawal                        $  3,500.00
   Account Value immediately before excess withdrawal of $1,500  $106,500.00
   Excess withdrawal amount                                      $  1,500.00
   Divided by Account Value immediately before excess withdrawal $106,500.00
   Ratio                                                                1.41%
   Total Annual Income Amount                                    $  6,000.00
   Less ratio of 1.41%                                           $     84.51
   Total Annual Income Amount for future Annuity Years           $  5,915.49



 Highest Quarterly Auto Step-Up
 On each Annuity Anniversary date, the Total Annual Income Amount is stepped-up
 if 5% of the highest quarterly value since your first withdrawal (or last
 Annuity Anniversary in subsequent years), adjusted for withdrawals and
 additional Purchase Payments, is higher than the Total Annual Income Amount,
 adjusted for excess withdrawals and additional Purchase Payments (plus any
 Credit with respect to Optimum Plus).

 Continuing the same example as above, the Total Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Annuity
 Year, the Total Annual Income Amount will be stepped-up if 5% of the highest
 quarterly Account Value, adjusted for withdrawals, is higher than $5,915.49.
 Here are the calculations for determining the quarterly values. Only the
 June 1 value is being adjusted for excess withdrawals as the September 1 and
 December 1 Valuation Days occur after the excess withdrawal on August 6.




                                Highest Quarterly Value
                                    (adjusted with       Adjusted Total Annual
                                withdrawal and Purchase Income Amount (5% of the
Date*             Account value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2007       $118,000.00        $118,000.00              $5,900.00
August 6, 2007     $110,000.00        $112,885.55              $5,644.28
September 1, 2007  $112,000.00        $112,885.55              $5,644.28
December 1, 2007   $119,000.00        $119,000.00              $5,950.00



                                      71



 *  In this example, the Annuity Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter -
    March 1, June 1, September 1, and December 1. In this example, we do not
    use the March 1 date as the first withdrawal took place after March 1. The
    Annuity Anniversary Date of December 1 is considered the fourth and final
    quarterly valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Total Annual Income Amount of
    $5,900.00. This amount is adjusted on August 6 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
   .   The Account Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Total Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.

 The adjusted Total Annual Income Amount is carried forward to the next
 quarterly anniversary date of September 1. At this time, we compare this
 amount to 5% of the Account Value on September 1. Since the June 1 adjusted
 Total Annual Income Amount of $5,644.28 is higher than $5,600.00 (5% of
 $112,000), we continue to carry $5,644.28 forward to the next and final
 quarterly anniversary date of December 1. The Account Value on December 1 is
 $119,000 and 5% of this amount is $5,950. Since this is higher than $5,644.28,
 the adjusted Total Annual Income Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of
 $5,950.00. Since this amount is higher than the current year's Total Annual
 Income Amount of $5,915.49 adjusted for excess withdrawals, the Total Annual
 Income Amount for the next Annuity Year, starting on December 2, 2007 and
 continuing through December 1, 2008, will be stepped-up to $5,950.00.

 Benefits under the Highest Daily Lifetime Five Program
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Total Annual
    Income Amount and amounts are still payable under Highest Daily Lifetime
    Five, we will make an additional payment, if any, for that Annuity Year
    equal to the remaining Total Annual Income Amount for the Annuity Year.
    Thus, in that scenario, the remaining Total Annual Income Amount would be
    payable even though your Account Value was reduced to zero. In subsequent
    Annuity Years we make payments that equal the Total Annual Income Amount as
    described in this section. We will make payments until the death of the
    single designated life. To the extent that cumulative withdrawals in the
    current Annuity Year that reduced your Account Value to zero are more than
    the Total Annual Income Amount, the Highest Daily Lifetime Five benefit
    terminates, and no additional payments will be made.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is a Total Annual
    Income Amount due in subsequent Annuity Years, you can elect one of the
    following two options:

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Total Annual Income Amount.
          We will make payments until the death of the single designated life.

 We must receive your request in a form acceptable to us at our office.

   .   In the absence of an election when mandatory annuity payments are to
       begin, we will make annual annuity payments in the form of a single life
       fixed annuity with ten payments certain, by applying the greater of the
       annuity rates then currently available or the annuity rates guaranteed
       in your Annuity. The amount that will be applied to provide such Annuity
       payments will be the greater of:

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

   .   If no withdrawal was ever taken, we will calculate the Total Annual
       Income Amount as if you made your first withdrawal on the date the
       annuity payments are to begin.
   .   Please note that if your Annuity has a maximum Annuity Date requirement,
       payments that we make under this benefit as of that date will be treated
       as annuity payments.

 Other Important Considerations
   .   Withdrawals under the Highest Daily Lifetime Five benefit are subject to
       all of the terms and conditions of the Annuity, including any CDSC.
   .   Withdrawals made while the Highest Daily Lifetime Five Benefit is in
       effect will be treated, for tax purposes, in the same way as any other
       withdrawals under the Annuity. The Highest Daily Lifetime Five Benefit
       does not directly affect the Account Value or surrender value, but any
       withdrawal will decrease the Account Value by the amount of the
       withdrawal (plus any applicable CDSC). If you surrender your Annuity you
       will receive the current surrender value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the Highest Daily Lifetime Five
       benefit. The Highest Daily Lifetime Five benefit provides a guarantee
       that if your Account Value declines due to market performance, you will
       be able to receive your Total Annual Income Amount in the form of
       periodic benefit payments.

                                      72




   .   Upon inception of the benefit, 100% of your Account Value must be
       allocated to the permitted sub-accounts. However, the asset transfer
       component of the benefit as described below may transfer Account Value
       to the Benefit Fixed Rate Account as of the effective date of the
       benefit in some circumstances.
   .   You cannot allocate Purchase Payments or transfer Account Value to a
       Fixed Allocation if you elect this benefit.
   .   Transfers to and from the Sub-accounts and the Benefit Fixed Rate Option
       triggered by the asset transfer component of the benefit will not count
       toward the maximum number of free transfers allowable under an Annuity.

   .   In general, you must allocate your Account Value in accordance with the
       then available investment option(s) that we may prescribe in order to
       elect and maintain the Highest Daily Lifetime Five benefit. If,
       subsequent to your election of the benefit, we change our requirements
       for how Account Value must be allocated under the benefit, the new
       requirement will apply only to new elections of the benefit, and we will
       not compel you to re-allocate your Account Value in accordance with our
       newly-adopted requirements. Subsequent to any change in requirements,
       transfers of Account Value and allocation of additional Purchase
       Payments may be subject to the new investment limitations.

   .   The charge for Highest Daily Lifetime Five is 0.60% annually, assessed
       on a daily basis against the Sub-accounts and as a reduction to the
       interest rate credited under the Benefit Fixed Rate Account. This charge
       is in addition to any other fees under the annuity.


 Election of and Designations under the Program
 For Highest Daily Lifetime Five, there must be either a single Owner who is
 the same as the Annuitant, or if the Annuity is entity-owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 55 years old.

 Any change of the Annuitant under the Annuity will result in cancellation of
 Highest Daily Lifetime Five. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Five, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner (b) both the new
 Owner and previous Owner are entities or (c) the previous Owner is a natural
 person and the new Owner is an entity.

 Highest Daily Lifetime Five can be elected at the time that you purchase your
 Annuity. However, with respect to Optimum Plus, you may elect this benefit at
 the time you purchase your Annuity only if the CDSC schedule for Optimum Plus
 Annuities issued on or after November 20, 2006 applies. (See "Summary of
 Contract Fees and Charges" section of the Prospectus). We also offer existing
 owners (i.e., those who have already acquired their Annuity) the option to
 elect Highest Daily Lifetime Five after the Issue Date, subject to our
 eligibility rules and restrictions. However, for existing Owners of Optimum
 Plus whose Annuities are subject to the CDSC schedule for Annuities issued
 prior to November 20, 2006, this benefit may only be elected on or after the
 first anniversary of the Issue Date.


 Currently, if you terminate the Highest Daily Lifetime Five benefit, you
 (a) will not be permitted to re-elect the benefit and (b) may be allowed to
 elect another lifetime withdrawal benefit only on any anniversary of the Issue
 Date that is at least 90 calendar days from the date the Highest Daily
 Lifetime Five Benefit was terminated. We reserve the right to further limit
 the election frequency in the future. Before making any such change to the
 election frequency, we will provide prior notice to Owners who have an
 effective Highest Daily Lifetime Five Benefit.


 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) upon your
 termination of the benefit (ii) upon your surrender of the Annuity (iii) upon
 your election to begin receiving annuity payments (iv) upon the death of the
 Annuitant (v) if both the Account Value and Total Annual Income Amount equal
 zero or (vi) if you fail to meet our requirements for issuing the benefit.

 Upon termination of Highest Daily Lifetime Five, we cease deducting the charge
 for the benefit. With regard to your investment allocations, upon termination
 we will: (i) leave intact amounts that are held in the variable investment
 options, and (ii) transfer all amounts held in the Benefit Fixed Rate Account
 (as defined below) to your variable investment options, based on your existing
 allocation instructions or (in the absence of such existing instructions) pro
 rata (i.e. in the same proportion as the current balances in your variable
 investment options). Upon termination, we may limit or prohibit investment in
 the Fixed Allocations.

 Return of Principal Guarantee

 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Account Value on that Tenth Anniversary (or the next Valuation
 Day, if that anniversary is not a Valuation Day), if the requirements set
 forth in this paragraph are met. On the Tenth Anniversary, we add:


 (a)your Account Value on the day that you elected Highest Daily Lifetime Five;
    and
 (b)the sum of each Purchase Payment you made (including any Credits with
    respect to Optimum Plus) during the one-year period after you elected the
    benefit.

                                      73



 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of your variable investment options and
 the Benefit Fixed Rate Account (described below), in the same proportion that
 each such investment option bears to your total Account Value, immediately
 prior to the application of the amount. Any such amount will not be considered
 a Purchase Payment when calculating your Total Protected Withdrawal Value,
 your death benefit, or the amount of any other or optional benefit that you
 may have selected, and therefore will have no direct impact on any such values
 at the time we add this amount. This potential addition to Account Value is
 available only if you have elected Highest Daily Lifetime Five and if you meet
 the conditions set forth in this paragraph. Thus, if you take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive the Return of
 Principal Guarantee.

 Asset Transfer Component of Highest Daily Lifetime Five
 As indicated above, we limit the sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime Five. For purposes of this
 benefit, we refer to those permitted sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Five, we require that you participate in our specialized asset transfer
 program, under which we may transfer Account Value between the Permitted
 Sub-accounts and a fixed interest rate account that is part of our general
 account (the "Benefit Fixed Rate Account"). We determine whether to make a
 transfer, and the amount of any transfer, under a non-discretionary formula,
 discussed below. The Benefit Fixed Rate Account is available only with this
 benefit, and thus you may not allocate Purchase Payments to the Benefit Fixed
 Rate Account. The interest rate that we pay with respect to the Benefit Fixed
 Rate Account is reduced by an amount that corresponds generally to the charge
 that we assess against your variable Sub-accounts for Highest Daily Lifetime
 Five. The Benefit Fixed Rate Account is not subject to the Investment Company
 Act of 1940 or the Securities Act of 1933.

 Under the asset transfer component of Highest Daily Lifetime Five, we monitor
 your Account Value daily and, if necessary, systematically transfer amounts
 between the Permitted Sub-accounts you have chosen and the Benefit Fixed Rate
 Account. Any transfer would be made in accordance with a formula, which is set
 forth in the schedule supplement to the endorsement for this benefit (and also
 appears in the Appendices to this prospectus). Speaking generally, the
 formula, which we apply each Valuation Day, operates as follows. The formula
 starts by identifying your Protected Withdrawal Value for that day and then
 multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 Highest Daily Annual Income Amount. Then, using our actuarial tables, we
 produce an estimate of the total amount we would target in our allocation
 model, based on the projected Highest Daily Annual Income Amount each year for
 the rest of your life. In the formula, we refer to that value as the "Target
 Value" or "L". If you have already made a withdrawal, your projected Highest
 Daily Annual Income Amount (and thus your Target Value) would take into
 account any automatic step-up that was scheduled to occur according to the
 step-up formula described above. Next, the formula subtracts from the Target
 Value the amount held within the Benefit Fixed Rate Account on that day, and
 divides that difference by the amount held within the Permitted Sub-accounts.
 That ratio, which essentially isolates the amount of your Target Value that is
 not offset by amounts held within the Benefit Fixed Rate Account, is called
 the "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage,
 (currently 83%) it means essentially that too much Target Value is not offset
 by assets within the Benefit Fixed Rate Account, and therefore we will
 transfer an amount from your Permitted Sub-accounts to the Benefit Fixed Rate
 Account. Conversely, if the Target Ratio falls below a certain percentage,
 (currently 77%) then a transfer from the Benefit Fixed Rate Account to the
 Permitted Sub-accounts would occur. Note that the formula is calculated with
 reference to the Highest Daily Annual Income Amount, rather than with
 reference to the Annual Income Amount.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Account Value to the Benefit Fixed Rate
 Account, because such a reduction will tend to increase the Target Ratio.
 Moreover, certain market return scenarios involving "flat" returns over a
 period of time also could result in the transfer of money to the Benefit Fixed
 Rate Account. In deciding how much to transfer, we use another formula, which
 essentially seeks to re-balance amounts held in the Permitted Sub-accounts and
 the Benefit Fixed Rate Account so that the Target Ratio meets a target, which
 currently is equal to 80%. Once you elect Highest Daily Lifetime Five, the
 ratios we use will be fixed. For newly issued annuities that elect Highest
 Daily Lifetime Five and existing annuities that elect Highest Daily Lifetime
 Five, however, we reserve the right to change the ratios.

 While you are not notified when your Annuity reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Account Value either to or from the Benefit Fixed Rate Account. The
 formula by which the reallocation triggers operate is designed primarily to
 mitigate the financial risks that we incur in providing the guarantee under
 Highest Daily Lifetime Five.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
   .   Not make any transfer; or
   .   If a portion of your Account Value was previously allocated to the
       Benefit Fixed Rate Account, transfer all or a portion of those amounts
       to the Permitted Sub-accounts, based on your existing allocation
       instructions or (in the absence of such existing instructions) pro rata
       (i.e., in the same proportion as the current balances in your variable
       investment options).

                                      74



      Amounts taken out of the Benefit Fixed Rate Account will be withdrawn for
       this purpose on a last-in, first-out basis (an amount renewed into a new
       guarantee period under the Benefit Fixed Rate Account will be deemed a
       new investment for purposes of this last-in, first-out rule); or
   .   Transfer all or a portion of your Account Value in the Permitted
       Sub-accounts pro-rata to the Benefit Fixed Rate Account. The interest
       that you earn on such transferred amount will be equal to the annual
       rate that we have set for that day, and we will credit the daily
       equivalent of that annual interest until the earlier of one year from
       the date of the transfer or the date that such amount in the Benefit
       Fixed Rate Account is transferred back to the Permitted Sub-accounts.

 If a significant amount of your Account Value is systematically transferred to
 the Benefit Fixed Rate Account during periods of market declines or low
 interest rates, less of your Account Value may be available to participate in
 the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. Under the reallocation formula that we employ, it
 is possible that over time a significant portion, and under certain
 circumstances all, of your Account Value may be allocated to the Benefit Fixed
 Rate Account. Note that if your entire Account Value is transferred to the
 Benefit Fixed Rate Account, then based on the way the formula operates, that
 value would remain in the Benefit Fixed Rate Account unless you made
 additional Purchase Payments to the Permitted Sub-Accounts, which could cause
 Account Value to transfer out of the Benefit Fixed Rate Account.

 Additional Tax Considerations
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the Required Minimum Distribution
 rules under the Code provide that you begin receiving periodic amounts from
 your annuity beginning after age 70 1/2. For a Tax Sheltered Annuity or a
 401(a) plan for which the participant is not a greater than 5 percent owner of
 the employer, this required beginning date can generally be deferred to
 retirement, if later. Roth IRAs are not subject to these rules during the
 owner's lifetime. The amount required under the Code may exceed the Total
 Annual Income Amount, which will cause us to increase the Total Annual Income
 Amount in any Annuity Year that Required Minimum Distributions due from your
 Annuity that are greater than such amounts. In addition, the amount and
 duration of payments under the annuity payment and death benefit provisions
 may be adjusted so that the payments do not trigger any penalty or excise
 taxes due to tax considerations such as Required Minimum Distribution
 provisions under the tax law. Please note, however, that any withdrawal you
 take prior to the Tenth Anniversary, even if withdrawn to satisfy required
 minimum distribution rules, will cause you to lose the ability to receive
 Enhanced Protected Withdrawal Value and an amount under the Return of
 Principal Guarantee.

 As indicated, withdrawals made while this Benefit is in effect will be
 treated, for tax purposes, in the same way as any other withdrawals under the
 Annuity. Please see the Tax Considerations section of the prospectus for a
 detailed discussion of the tax treatment of withdrawals. We do not address
 each potential tax scenario that could arise with respect to this Benefit
 here. However, we do note that if you participate in Highest Daily Lifetime
 Five through a non-qualified annuity, and your annuity has received Enhanced
 Protected Withdrawal Value and/or an additional amount under the Return of
 Principal Guarantee, as with all withdrawals, once all Purchase Payments are
 returned under the Annuity, all subsequent withdrawal amounts will be taxed as
 ordinary income.


 HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (HD7/SM/)

 Highest Daily Lifetime Seven is offered as an alternative to Lifetime Five,
 Spousal Lifetime Five, and Highest Daily Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Seven and subsequently terminate the benefit, you
 may have a waiting period until you can elect another lifetime withdrawal
 benefit. See "Election of and Designations under the Program" below for
 details. The income benefit under Highest Daily Lifetime Seven currently is
 based on a single "designated life" who is at least 55 years old on the date
 that the benefit is acquired. The Highest Daily Lifetime Seven Benefit is not
 available if you elect any other optional living benefit, although you may
 elect any optional death benefit, other than the Highest Daily Value Death
 Benefit. As long as your Highest Daily Lifetime Seven Benefit is in effect,
 you must allocate your Account Value in accordance with the then permitted and
 available investment option(s) with this program. For a more detailed
 description of the permitted investment options, see the Investment options
 section of this prospectus.

 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Annual Income Amount")
 equal to a percentage of an initial principal value (the "Protected Withdrawal
 Value") regardless of the impact of market performance on the Account Value,
 subject to our program rules regarding the timing and amount of withdrawals.
 The benefit may be appropriate if you intend to make periodic withdrawals from
 your Annuity, and wish to ensure that market performance will not affect your
 ability to receive annual payments. You are not required to make withdrawals
 as part of the program - the guarantees are not lost if you withdraw less than
 the maximum allowable amount each year under the rules of the benefit. As
 discussed below, we require that you participate in our asset transfer program
 in order to participate in Highest Daily Lifetime Seven, and in Appendix H to
 this prospectus, we set forth the formula under which we make those asset
 transfers.

 As discussed below, a key component of Highest Daily Lifetime Seven is the
 Protected Withdrawal Value. Because each of the Protected Withdrawal Value and
 Annual Income Amount is determined in a way that is not solely related to
 Account Value, it is


                                      75




 possible for the Account Value to fall to zero, even though the Annual Income
 Amount remains. You are guaranteed to be able to withdraw the Annual Income
 Amount for the rest of your life, provided that you have not made "excess
 withdrawals." Excess withdrawals, as discussed below, will reduce your Annual
 Income Amount. Thus, you could experience a scenario in which your Account
 Value was zero, and, due to your excess withdrawals, your Annual Income Amount
 also was reduced to zero. In that scenario, no further amount would be payable
 under Highest Daily Lifetime Seven.

 Key Feature - Protected Withdrawal Value
 The Protected Withdrawal Value is used to calculate the initial Annual Income
 Amount. On the effective date of the benefit , the Protected Withdrawal Value
 is equal to your Account Value. On each Valuation Day thereafter, until the
 earlier of the tenth anniversary of benefit election (the "Tenth Anniversary
 Date") or the date of the first withdrawal, the Protected Withdrawal Value is
 equal to the "Periodic Value" described in the next paragraph.

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 7% annually during
    the calendar day(s) between the Prior Valuation Day and the Current
    Valuation Day (i.e., one day for successive Valuation Days, but more than
    one calendar day for Valuation Days that are separated by weekends and/or
    holidays), plus the amount of any adjusted Purchase Payment made on the
    Current Valuation Day; and
 (2)the Account Value.

 If you make a withdrawal prior to the Tenth Anniversary Date, the Protected
 Withdrawal Value on the date of the withdrawal is equal to the greatest of:

 (1)the Account Value; or
 (2)the Periodic Value on the date of the withdrawal.

 If you have not made a withdrawal on or before the Tenth Anniversary Date,
 your Protected Withdrawal Value subsequent to the Tenth Anniversary Date is
 equal to the greatest of:

 (1)the Account Value; or
 (2)the Periodic Value on the Tenth Anniversary Date, increased for subsequent
    adjusted Purchase Payments; or
 (3)the sum of:
       (a)200% of the Account Value on the effective date of the benefit;
       (b)200% of all adjusted Purchase Payments made within one year after the
          effective date of the benefit; and
       (c)all adjusted Purchase Payments made after one year following the
          effective date of the benefit up to the date of the first withdrawal.

 On and after the date of your first withdrawal, your Protected Withdrawal
 Value is increased by the amount of any subsequent Purchase Payments, is
 reduced by withdrawals, including your first withdrawal (as described below),
 and is increased if you qualify for a step-up (as described below).
 Irrespective of these calculations, your Protected Withdrawal Value will
 always be at least equal to your Account Value.

 Key Feature - Annual Income Amount under the Highest Daily Lifetime Seven
 Benefit
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage depends on the age of the Annuitant on the
 date of the first withdrawal after election of the benefit. The percentages
 are: 5% for ages 74 and younger, 6% for ages 75-79, 7% for ages 80-84, and 8%
 for ages 85 and older. Under the Highest Daily Lifetime Seven benefit, if your
 cumulative withdrawals in an Annuity Year are less than or equal to the Annual
 Income Amount, they will not reduce your Annual Income Amount in subsequent
 Annuity Years, but any such withdrawals will reduce the Annual Income Amount
 on a dollar-for-dollar basis in that Annuity Year. If your cumulative
 withdrawals are in excess of the Annual Income Amount ("Excess Income"), your
 Annual Income Amount in subsequent years will be reduced (except with regard
 to required minimum distributions) by the result of the ratio of the Excess
 Income to the Account Value immediately prior to such withdrawal (see examples
 of this calculation below). Reductions include the actual amount of the
 withdrawal, including any CDSC that may apply. Withdrawals of any amount up to
 and including the Annual Income Amount will reduce the Protected Withdrawal
 Value by the amount of the withdrawal. Withdrawals of Excess Income will
 reduce the Protected Withdrawal Value by the same ratio as the reduction to
 the Annual Income Amount.

 A Purchase Payment that you make will (i) increase the then-existing Annual
 Income Amount by an amount equal to a percentage of the Purchase Payment
 (including the amount of any associated Credits) based on the age of the
 Annuitant at the time of the first


                                      76




 withdrawal (the percentages are: 5% for ages 74 and younger, 6% for ages
 75-79, 7% for ages 80-84, and 8% for ages 85 and older) and (ii) increase the
 Protected Withdrawal Value by the amount of the Purchase Payment (including
 the amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Annual Income Amount if your
 Account Value increases subsequent to your first withdrawal. We begin
 examining the Account Value for purposes of the Highest Quarterly Step-Up
 starting with the anniversary of the Issue Date of the Annuity (the "Annuity
 Anniversary") immediately after your first withdrawal under the benefit.
 Specifically, upon the first such Annuity Anniversary, we identify the Account
 Value on the Valuation Days corresponding to the end of each quarter that
 (i) is based on your Annuity Year, rather than a calendar year; (ii) is
 subsequent to the first withdrawal; and (iii) falls within the immediately
 preceding Annuity Year. If the end of any such quarter falls on a holiday or a
 weekend, we use the next Valuation Day. Having identified each of those
 quarter-end Account Values, we then multiply each such value by a percentage
 that varies based on the age of the Annuitant on the Annuity Anniversary as of
 which the step-up would occur. The percentages are 5% for ages 74 and younger,
 6% for ages 75-79, 7% for ages 80-84, and 8% for ages 85 and older. Thus, we
 multiply each quarterly value by the applicable percentage, adjust each such
 quarterly value for subsequent withdrawals and Purchase Payments, and then
 select the highest of those values. If the highest of those values exceeds the
 existing Annual Income Amount, we replace the existing amount with the new,
 higher amount. Otherwise, we leave the existing Annual Income Amount intact.
 In later years, (i.e., after the first Annuity Anniversary after the first
 withdrawal) we determine whether an automatic step-up should occur on each
 Annuity Anniversary, by performing a similar examination of the Account Values
 on the end of the four immediately preceding quarters. At the time that we
 increase your Annual Income Amount, we also increase your Protected Withdrawal
 Value to equal the highest quarterly value upon which your step-up was based.
 If, on the date that we implement a Highest Quarterly Auto Step-Up to your
 Annual Income Amount, the charge for Highest Daily Lifetime Seven has changed
 for new purchasers, you may be subject to the new charge at the time of such
 step-up. Prior to increasing your charge for Highest Daily Lifetime Seven upon
 a step-up, we would notify you, and give you the opportunity to cancel the
 automatic step-up feature. If you receive notice of a proposed step-up and
 accompanying fee increase, you should carefully evaluate whether the amount of
 the step-up justifies the increased fee to which you will be subject.

 The Highest Daily Lifetime Seven program does not affect your ability to make
 withdrawals under your Annuity, or limit your ability to request withdrawals
 that exceed the Annual Income Amount. Under Highest Daily Lifetime Seven, if
 your cumulative withdrawals in an Annuity Year are less than or equal to the
 Annual Income Amount, they will not reduce your Annual Income Amount in
 subsequent Annuity Years, but any such withdrawals will reduce the Annual
 Income Amount on a dollar-for-dollar basis in that Annuity Year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount in
 any Annuity Year, you cannot carry-over the unused portion of the Annual
 Income Amount to subsequent Annuity Years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Highest Daily
 Lifetime Seven benefit or any other fees and charges. Assume the following for
 all three examples:
   .   The Issue Date is December 1, 2007
   .   The Highest Daily Lifetime Seven benefit is elected on March 5, 2008
   .   The Annuitant was 70 years old when he/she elected the Highest Daily
       Lifetime Seven benefit.

 Dollar-for-dollar reductions
 On May 2, 2008, the Protected Withdrawal Value is $120,000, resulting in an
 Annual Income Amount of $6,000 (since the Annuitant is younger than 75 at the
 time of the 1/st/ withdrawal, the Annual Income Amount is 5% of the Protected
 Withdrawal Value, in this case 5% of $120,000). Assuming $2,500 is withdrawn
 from the Annuity on this date, the remaining Annual Income Amount for that
 Annuity Year (up to and including December 1, 2008) is $3,500. This is the
 result of a dollar-for-dollar reduction of the Annual Income Amount - $6,000
 less $2,500 = $3,500.

 Proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2008 and the Account Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Annual Income
 Amount for that Annuity Year to $0. The remaining withdrawal amount - $1,500 -
 reduces the Annual Income Amount in future Annuity Years on a proportional
 basis based on the ratio of the excess withdrawal to the Account Value
 immediately prior to the excess withdrawal. (Note that if there were other
 withdrawals in that Annuity Year, each would result in another proportional
 reduction to the Annual Income Amount).


                                      77




 Here is the calculation:




                                                              
   Account Value before withdrawal                               $110,000.00
   Less amount of "non" excess withdrawal                        $  3,500.00
   Account Value immediately before excess withdrawal of $1,500  $106,500.00
   Excess withdrawal amount                                      $  1,500.00
   Divided by Account Value immediately before excess withdrawal $106,500.00
   Ratio                                                                1.41%
   Annual Income Amount                                          $  6,000.00
   Less ratio of 1.41%                                           $     84.51
   Annual Income Amount for future Annuity Years                 $  5,915.49




 Highest Quarterly Auto Step-Up
 On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
 the appropriate percentage (based on the Annuitant's age on the Annuity
 Anniversary) of the highest quarterly value since your first withdrawal (or
 last Annuity Anniversary in subsequent years), adjusted for withdrawals and
 additional Purchase Payments, is higher than the Annual Income Amount,
 adjusted for excess withdrawals and additional Purchase Payments (plus any
 Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Annuity
 Year, the Annual Income Amount will be stepped-up if 5% (since the youngest
 Designated Life is younger than 75 on the date of the potential step-up) of
 the highest quarterly Account Value adjusted for withdrawals, is higher than
 $5,915.49. Here are the calculations for determining the quarterly values.
 Only the June 1 value is being adjusted for excess withdrawals as the
 September 1 and December 1 Valuation Days occur after the excess withdrawal on
 August 6.





                                Highest Quarterly Value
                                    (adjusted with          Adjusted Annual
                                withdrawal and Purchase Income Amount (5% of the
Date*             Account Value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2008       $118,000.00        $118,000.00              $5,900.00
August 6, 2008     $110,000.00        $112,885.55              $5,644.28
September 1, 2008  $112,000.00        $112,885.55              $5,644.28
December 1, 2008   $119,000.00        $119,000.00              $5,950.00




 *  In this example, the Annuity Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter -
    March 1, June 1, September 1, and December 1. In this example, we do not
    use the March 1 date as the first withdrawal took place after March 1. The
    Annuity Anniversary Date of December 1 is considered the fourth and final
    quarterly valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Annual Income Amount of $5,900.00.
    This amount is adjusted on August 6 to reflect the $5,000 withdrawal. The
    calculations for the adjustments are:
   .   The Account Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.
   .   The adjusted Annual Income Amount is carried forward to the next
       quarterly anniversary date of September 1. At this time, we compare this
       amount to 5% of the Account Value on September 1. Since the June 1
       adjusted Annual Income Amount of $5,644.28 is higher than $5,600.00 (5%
       of $112,000), we continue to carry $5,644.28 forward to the next and
       final quarterly anniversary date of December 1. The Account Value on
       December 1 is $119,000 and 5% of this amount is $5,950. Since this is
       higher than $5,644.28, the adjusted Annual Income Amount is reset to
       $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of
 $5,950.00. Since this amount is higher than the current year's Annual Income
 Amount of $5,915.49 adjusted for excess withdrawals, the Annual Income Amount
 for the next Annuity Year, starting on December 2, 2008 and continuing through
 December 1, 2009, will be stepped-up to $5,950.00.

 Benefits Under The Highest Daily Lifetime Seven Program
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount or as a result of the fee that we assess for Highest Daily Lifetime
    Seven, and amounts are still payable under Highest Daily Lifetime Seven, we
    will make an additional payment, if any, for that Annuity Year equal to the
    remaining Annual Income Amount for the Annuity Year. Thus, in that
    scenario, the remaining Annual Income Amount would be payable even though
    your Account Value was reduced to zero. In subsequent Annuity Years we make
    payments that equal the Annual Income Amount as described in this section.
    We will make payments until the death of the single designated life. To the
    extent that cumulative withdrawals in the current Annuity Year that reduced
    your Account Value to zero are more than the Annual Income Amount, the
    Highest Daily Lifetime Seven benefit terminates, and no additional payments
    are made. However, if a withdrawal in the latter scenario was taken to meet
    required minimum distribution requirements under the Annuity, then the
    benefit will not terminate, and we will continue to pay the Annual Income
    Amount in the form of a fixed annuity.


                                      78




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

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Annual Income Amount. We will
          make payments until the death of the single designated life.

 We must receive your request in a form acceptable to us at our office.

 In the absence of an election when mandatory annuity payments are to begin, we
 will make annual annuity payments in the form of a single life fixed annuity
 with ten payments certain, by applying the greater of the annuity rates then
 currently available or the annuity rates guaranteed in your Annuity. The
 amount that will be applied to provide such Annuity payments will be the
 greater of:

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

..   If no withdrawal was ever taken, we will calculate the Annual Income Amount
    as if you made your first withdrawal on the date the annuity payments are
    to begin.
..   Please note that payments that we make under this benefit after the Annuity
    Anniversary coinciding with or next following the annuitant's 95/th/
    birthday will be treated as annuity payments.

 Other Important Considerations
   .   Withdrawals under the Highest Daily Lifetime Seven benefit are subject
       to all of the terms and conditions of the Annuity, including any CDSC.
   .   Withdrawals made while the Highest Daily Lifetime Seven Benefit is in
       effect will be treated, for tax purposes, in the same way as any other
       withdrawals under the Annuity. The Highest Daily Lifetime Seven Benefit
       does not directly affect the Account Value or surrender value, but any
       withdrawal will decrease the Account Value by the amount of the
       withdrawal (plus any applicable CDSC). If you surrender your Annuity you
       will receive the current surrender value.
   .   You can make withdrawals from your Annuity while your Account Value is
       greater than zero without purchasing the Highest Daily Lifetime Seven
       benefit. The Highest Daily Lifetime Seven benefit provides a guarantee
       that if your Account Value declines due to market performance, you will
       be able to receive your Annual Income Amount in the form of periodic
       benefit payments.
   .   Upon inception of the benefit, 100% of your Account Value must be
       allocated to the permitted Sub-accounts.
   .   You cannot allocate Purchase Payments or transfer Account Value to the
       AST Investment Grade Bond Portfolio Sub-account (see description below)
       if you elect this benefit. A summary description of the AST Investment
       Grade Bond Portfolio appears within the prospectus section entitled
       "What Are The Investment Objectives and Policies of The Portfolios?".
       Upon the initial transfer of your Account Value into the AST Investment
       Grade Bond Portfolio, we will send a prospectus for that Portfolio to
       you, along with your confirmation. In addition, you can find a copy of
       the AST Investment Grade Bond Portfolio prospectus by going to
       www.prudentialannuities.com.
   .   Transfers to and from the elected Sub-accounts and an AST Investment
       Grade Bond Portfolio Sub-account triggered by the asset transfer
       component of the benefit will not count toward the maximum number of
       free transfers allowable under an Annuity.
   .   You must allocate your Account Value in accordance with the then
       available investment option(s) that we may prescribe in order to elect
       and maintain the Highest Daily Lifetime Seven benefit. If, subsequent to
       your election of the benefit, we change our requirements for how Account
       Value must be allocated under the benefit, the new requirement will
       apply only to new elections of the benefit, and we will not compel you
       to re-allocate your Account Value in accordance with our newly adopted
       requirements.
   .   The fee for Highest Daily Lifetime Seven is 0.60% annually of the
       Protected Withdrawal Value. We deduct this fee at the end of each
       quarter, where each such quarter is part of a year that begins on the
       effective date of the benefit or an anniversary thereafter. Thus, on
       each such quarter-end (or the next Valuation Day, if the quarter-end is
       not a Valuation Day), we deduct 0.15% of the Protected Withdrawal Value
       at the end of the quarter. We deduct the fee pro rata from each of your
       Sub-accounts including the AST Investment Grade Bond Portfolio
       Sub-account. Since this fee is based on the Protected Withdrawal Value
       the fee for Highest Daily Lifetime Seven may be greater than it would
       have been, had it been based on the Account Value alone. If the fee to
       be deducted exceeds the current Account Value, we will reduce the
       Account Value to zero, and continue the benefit as described above.

 Election of and Designations under the Program
 For Highest Daily Lifetime Seven, there must be either a single Owner who is
 the same as the Annuitant, or if the Annuity is entity owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 55 years old.



                                      79




 Any change of the Annuitant under the Annuity will result in cancellation of
 Highest Daily Lifetime Seven. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Seven, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner (b) ownership is
 transferred from a custodian to the Annuitant, or vice versa or (c) ownership
 is transferred from one entity to another entity.

 Highest Daily Lifetime Seven can be elected at the time that you purchase your
 Annuity or after the Issue Date, subject to our eligibility rules and
 restrictions.

 Currently, if you terminate the Highest Daily Lifetime Seven benefit, you
 generally will only be allowed to re-elect the benefit or elect the Spousal
 Lifetime Five Benefit, the Lifetime Five Income Benefit, or the Spousal
 Highest Daily Lifetime Seven Income Benefit on any anniversary of the Issue
 Date that is at least 90 calendar days from the date the Highest Daily
 Lifetime Seven Benefit was terminated. We reserve the right to further limit
 the election frequency in the future. Similarly, we generally will permit
 those who have terminated Lifetime Five, Spousal Lifetime Five, Highest Daily
 Lifetime Five or the Spousal Highest Daily Lifetime Seven to elect Highest
 Daily Lifetime Seven only on an anniversary of the Issue Date that is at least
 90 calendar days from the date that such benefit was terminated. We reserve
 the right to waive that requirement.

 Return of Principal Guarantee
 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Account Value on that Tenth Anniversary (or the next Valuation
 Day, if that anniversary is not a Valuation Day), if the requirements set
 forth in this paragraph are met. On the Tenth Anniversary, we add:

 a) your Account Value on the day that you elected Highest Daily Lifetime
    Seven; and
 b) the sum of each Purchase Payment you made (including any Credits) during
    the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of your variable investment options (other
 than a bond Sub-account used with this benefit), in the same proportion that
 each such Sub-account bears to your total Account Value, immediately before
 the application of the amount. Any such amount will not be considered a
 Purchase Payment when calculating your Protected Withdrawal Value, your death
 benefit, or the amount of any optional benefit that you may have selected, and
 therefore will have no direct impact on any such values at the time we add
 this amount. This potential addition to Account Value is available only if you
 have elected Highest Daily Lifetime Seven and if you meet the conditions set
 forth in this paragraph. Thus, if you take a withdrawal prior to the Tenth
 Anniversary, you are not eligible to receive the Return of Principal Guarantee.

 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) upon your
 termination of the benefit (ii) upon your surrender of the Annuity (iii) upon
 your election to begin receiving annuity payments (although if you have
 elected to the Annual Income Amount in the form of Annuity payments, we will
 continue to pay the Annual Income Amount) (iv) upon the death of the Annuitant
 (v) if both the Account Value and Annual Income Amount equal zero or (vi) if
 you cease to meet our requirements for issuing the benefit (see Elections and
 Designations under the Program).

 Upon termination of Highest Daily Lifetime Seven other than upon the death of
 the Annuitant, we impose any accrued fee for the benefit (i.e., the fee for
 the pro-rated portion of the year since the fee was last assessed), and
 thereafter we cease deducting the charge for the benefit. With regard to your
 investment allocations, upon termination we will: (i) leave intact amounts
 that are held in the variable investment options, and (ii) transfer all
 amounts held in the AST Investment Grade Bond Portfolio Sub-account to your
 variable investment options, based on your existing allocation instructions or
 (in the absence of such existing instructions) pro rata (i.e. in the same
 proportion as the current balances in your variable investment options).

 Asset Transfer Component of Highest Daily Lifetime Seven
 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Highest Daily Lifetime Seven. For purposes of this
 benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Seven, we require that you participate in our specialized asset transfer
 program, under which we may transfer Account Value between the Permitted
 Sub-accounts and a specified bond fund within the Advanced Series Trust (the
 "AST Investment Grade Bond Sub-account"). We determine whether to make a
 transfer, and the amount of any transfer, under a non-discretionary formula,
 discussed below. The AST Investment Grade Bond Sub-account is available only
 with this benefit, and thus you may not allocate Purchase Payments to the AST
 Investment Grade Bond Sub-account. Under the asset transfer component of
 Highest Daily Lifetime Seven, we monitor your Account Value daily and, if
 dictated by the formula, systematically transfer amounts between the Permitted
 Sub-accounts you have chosen and the AST Investment Grade Bond


                                      80




 Sub-account. Any transfer would be made in accordance with a formula, which is
 set forth in the Appendices to this prospectus. Speaking generally, the
 formula, which we apply each Valuation Day, operates as follows. The formula
 starts by identifying an income basis for that day and then multiplies that
 figure by 5%, to produce a projected (i.e., hypothetical) income amount. Note
 that we use 5% in the formula, irrespective of the Annuitant's attained age.
 Then we produce an estimate of the total amount we would target in our
 allocation model, based on the projected income amount and factors set forth
 in the formula. In the formula, we refer to that value as the "Target Value"
 or "L". If you have already made a withdrawal, your projected income amount
 (and thus your Target Value) would take into account any automatic step-up,
 any subsequent purchase payments, and any excess withdrawals. Next, the
 formula subtracts from the Target Value the amount held within the AST
 Investment Grade Bond Sub-account on that day, and divides that difference by
 the amount held within the Permitted Sub-accounts. That ratio, which
 essentially isolates the amount of your Target Value that is not offset by
 amounts held within the AST Investment Grade Bond Sub-account, is called the
 "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage
 (currently 83%), it means essentially that too much Target Value is not offset
 by assets within the AST Investment Grade Bond Sub-account, and therefore we
 will transfer an amount from your Permitted Sub-accounts to the AST Investment
 Grade Bond Sub-account. Conversely, if the Target Ratio falls below a certain
 percentage (currently 77%), then a transfer from the AST Investment Grade Bond
 Sub-account to the Permitted Sub-accounts would occur.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Account Value to the AST Investment Grade
 Bond Sub-account, because such a reduction will tend to increase the Target
 Ratio. Moreover, certain market return scenarios involving "flat" returns over
 a period of time also could result in the transfer of money to the AST
 Investment Grade Bond Sub-account. In deciding how much to transfer, we use
 another formula, which essentially seeks to re-balance amounts held in the
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account so that
 the Target Ratio meets a target, which currently is equal to 80%. Once you
 elect Highest Daily Lifetime Seven, the ratios we use will be fixed. For
 newly-issued Annuities that elect Highest Daily Lifetime Seven and existing
 Annuities that elect Highest Daily Lifetime Seven, however, we reserve the
 right to change the ratios.

 While you are not notified when your Annuity reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Account Value either to or from the AST Investment Grade Bond
 Sub-account. The formula by which the reallocation triggers operate is
 designed primarily to mitigate the financial risks that we incur in providing
 the guarantee under Highest Daily Lifetime Seven.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
   .   Not make any transfer; or
   .   If a portion of your Account Value was previously allocated to the AST
       Investment Grade Bond Sub-account, transfer all or a portion of those
       amounts to the Permitted Sub-accounts, based on your existing allocation
       instructions or (in the absence of such existing instructions) pro rata
       (i.e., in the same proportion as the current balances in your variable
       investment options). Amounts taken out of the AST Investment Grade Bond
       Sub-account will be withdrawn for this purpose on a last-in, first-out
       basis; or
   .   Transfer all or a portion of your Account Value in the Permitted
       Sub-accounts pro-rata to the AST Investment Grade Bond Sub-account.

 If a significant amount of your Account Value is systematically transferred to
 the AST Investment Grade Bond Sub-account during periods of market declines or
 low interest rates, less of your Account Value may be available to participate
 in the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. If your entire Account Value is transferred to the
 AST Investment Grade Bond Sub-account, then based on the way the formula
 operates, that value would remain in the AST Investment Grade Bond Sub-account
 unless you made additional Purchase Payments to the Permitted Sub-accounts,
 which could cause Account Value to transfer out of the AST Investment Grade
 Bond Sub-account.

 Additional Tax Considerations
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the Required Minimum Distribution
 rules under the Code provide that you begin receiving periodic amounts from
 your annuity beginning after age 70 1/2. For a Tax Sheltered Annuity or a
 401(a) plan for which the participant is not a greater than five (5) percent
 owner of the employer, this required beginning date can generally be deferred
 to retirement, if later. Roth IRAs are not subject to these rules during the
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 Annuity Year that Required Minimum Distributions due from your Annuity are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as Required Minimum Distribution provisions under the tax
 law. Please note, however, that any withdrawal you take prior to the Tenth
 Anniversary, even if withdrawn to satisfy required minimum distribution rules,
 will cause you to lose the ability to receive the Return of Principal
 Guarantee and the guaranteed amount described above under "KEY FEATURE -
 Protected Withdrawal Value".


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

 SPOUSAL HIGHEST DAILY LIFETIME SEVEN/SM/ INCOME BENEFIT (SHD7/SM/)

 Spousal Highest Daily Lifetime Seven is the spousal version of Highest Daily
 Lifetime Seven. Currently, if you elect Spousal Highest Daily Lifetime Seven
 and subsequently terminate the benefit, you will have a waiting period until
 you can elect another lifetime withdrawal benefit. See "Election of and
 Designations under the Program" below for details. Spousal Highest Daily
 Lifetime Seven must be elected based on two Designated Lives, as described
 below. Each Designated Life must be at least 59 1/2 years old when the benefit
 is elected. Spousal Highest Daily Lifetime Seven is not available if you elect
 any other optional living benefit or optional death benefit. As long as your
 Spousal Highest Daily Lifetime Seven Benefit is in effect, you must allocate
 your Account Value in accordance with the then permitted and available
 investment option(s) with this program. For a more detailed description of
 permitted investment options, see the Investment options section of this
 prospectus.

 We offer a benefit that guarantees until the later death of two natural
 persons who are each other's spouses at the time of election of the benefit
 and at the first death of one of them (the "Designated Lives", and each, a
 "Designated Life") the ability to withdraw an annual amount (the "Annual
 Income Amount") equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Account Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your Annuity, wish to ensure that market performance
 will not affect your ability to receive annual payments, and wish either
 spouse to be able to continue the Spousal Highest Daily Lifetime Seven benefit
 after the death of the first spouse. You are not required to make withdrawals
 as part of the program - the guarantees are not lost if you withdraw less than
 the maximum allowable amount each year under the rules of the benefit. As
 discussed below, we require that you participate in our asset transfer program
 in order to participate in Spousal Highest Daily Lifetime Seven, and in
 Appendix H to this prospectus, we set forth the formula under which we make
 those asset transfers.

 As discussed below, a key component of Spousal Highest Daily Lifetime Seven is
 the Protected Withdrawal Value. Because each of the Protected Withdrawal Value
 and Annual Income Amount is determined in a way that is not solely related to
 Account Value, it is possible for the Account Value to fall to zero, even
 though the Annual Income Amount remains. You are guaranteed to be able to
 withdraw the Annual Income Amount until the death of the second Designated
 Life, provided that there have not been "excess withdrawals." Excess
 withdrawals, as discussed below, will reduce your Annual Income Amount. Thus,
 you could experience a scenario in which your Account Value was zero, and, due
 to your excess withdrawals, your Annual Income Amount also was reduced to
 zero. In that scenario, no further amount would be payable under Spousal
 Highest Daily Lifetime Seven.

 Key Feature - Protected Withdrawal Value
 The Protected Withdrawal Value is used to calculate the initial Annual Income
 Amount. On the effective date of the benefit , the Protected Withdrawal Value
 is equal to your Account Value. On each Valuation Day thereafter, until the
 earlier of the tenth anniversary of benefit election (the "Tenth Anniversary
 Date") or the date of the first withdrawal, the Protected Withdrawal Value is
 equal to the "Periodic Value" described in the next paragraph.

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

 (1)the Periodic Value for the immediately preceding business day (the "Prior
    Valuation Day") appreciated at the daily equivalent of 7% annually during
    the calendar day(s) between the Prior Valuation Day and the Current
    Valuation Day (i.e., one day for successive Valuation Days, but more than
    one calendar day for Valuation Days that are separated by weekends and/or
    holidays), plus the amount of any adjusted Purchase Payment made on the
    Current Valuation Day; and
 (2)the Account Value.

 If you make a withdrawal prior to the Tenth Anniversary Date, the Protected
 Withdrawal Value on the date of the withdrawal is equal to the greatest of:

 (a)the Account Value; or
 (b)the Periodic Value on the date of the withdrawal.


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 If you have not made a withdrawal on or before the Tenth Anniversary Date,
 your Protected Withdrawal Value subsequent to the Tenth Anniversary Date is
 equal to the greatest of:

 (1)the Account Value; or
 (2)the Periodic Value on the Tenth Anniversary Date, increased for subsequent
    adjusted Purchase Payments; or
 (3)the sum of:
       (a)200% of the Account Value on the effective date of the benefit;
       (b)200% of all adjusted Purchase Payments made within one year after the
          effective date of the benefit; and
       (c)all adjusted Purchase Payments made after one year following the
          effective date of the benefit up to the date of the first withdrawal.

 On and after the date of your first withdrawal, your Protected Withdrawal
 Value is increased by the amount of any subsequent Purchase Payments, is
 reduced by withdrawals, including your first withdrawal (as described below),
 and is increased if you qualify for a step-up (as described below).
 Irrespective of these calculations, your Protected Withdrawal Value will
 always be at least equal to your Account Value.

 Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime
 Seven Benefit
 The Annual Income Amount is equal to a specified percentage of the Protected
 Withdrawal Value. The percentage depends on the age of the youngest Designated
 Life on the date of the first withdrawal after election of the benefit. The
 percentages are: 5% for ages 79 and younger, 6% for ages 80 to 84, 7% for ages
 85 to 89, and 8% for ages 90 and older. We use the age of the youngest
 Designated Life even if that Designated Life is no longer a participant under
 the Annuity due to death or divorce. Under the Spousal Highest Daily Lifetime
 Seven benefit, if your cumulative withdrawals in an Annuity Year are less than
 or equal to the Annual Income Amount, they will not reduce your Annual Income
 Amount in subsequent Annuity Years, but any such withdrawals will reduce the
 Annual Income Amount on a dollar-for-dollar basis in that Annuity Year. If
 your cumulative withdrawals are in excess of the Annual Income Amount ("Excess
 Income"), your Annual Income Amount in subsequent years will be reduced
 (except with regard to required minimum distributions) by the result of the
 ratio of the Excess Income to the Account Value immediately prior to such
 withdrawal (see examples of this calculation below). Reductions include the
 actual amount of the withdrawal, including any CDSC that may apply.
 Withdrawals of any amount up to and including the Annual Income Amount will
 reduce the Protected Withdrawal Value by the amount of the withdrawal.
 Withdrawals of Excess Income will reduce the Protected Withdrawal Value by the
 same ratio as the reduction to the Annual Income Amount. A Purchase Payment
 that you make will (i) increase the then-existing Annual Income Amount by an
 amount equal to a percentage of the Purchase Payment (including the amount of
 any associated Credits) based on the age of the Annuitant at the time of the
 first withdrawal (the percentages are: 5% for ages 79 and younger, 6% for ages
 80-84, 7% for ages 85-89, and 8% for ages 90 and older) and (ii) increase the
 Protected Withdrawal Value by the amount of the Purchase Payment (including
 the amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Annual Income Amount if your
 Account Value increases subsequent to your first withdrawal. We begin
 examining the Account Value for purposes of the Highest Quarterly Step-Up
 starting with the anniversary of the Issue Date of the Annuity (the "Annuity
 Anniversary") immediately after your first withdrawal under the benefit.
 Specifically, upon the first such Annuity Anniversary, we identify the Account
 Value on the Valuation Days corresponding to the end of each quarter that
 (i) is based on your Annuity Year, rather than a calendar year; (ii) is
 subsequent to the first withdrawal; and (iii) falls within the immediately
 preceding Annuity Year. If the end of any such quarter falls on a holiday or a
 weekend, we use the next Valuation Day. Having identified each of those
 quarter-end Account Values, we then multiply each such value by a percentage
 that varies based on the age of the youngest Designated Life on the Annuity
 Anniversary as of which the step-up would occur. The percentages are 5% for
 ages 79 and younger, 6% for ages 80-84, 7% for ages 85-89, and 8% for ages 90
 and older. Thus, we multiply each quarterly value by the applicable
 percentage, adjust each such quarterly value for subsequent withdrawals and
 Purchase Payments, and then select the highest of those values. If the highest
 of those values exceeds the existing Annual Income Amount, we replace the
 existing amount with the new, higher amount. Otherwise, we leave the existing
 Annual Income Amount intact. In later years, (i.e., after the first Annuity
 Anniversary after the first withdrawal) we determine whether an automatic
 step-up should occur on each Annuity Anniversary, by performing a similar
 examination of the Account Values on the end of the four immediately preceding
 quarters. At the time that we increase your Annual Income Amount, we also
 increase your Protected Withdrawal Value to equal the highest quarterly value
 upon which your step-up was based. If, on the date that we implement a Highest
 Quarterly Auto Step-Up to your Annual Income Amount, the charge for Spousal
 Highest Daily Lifetime Seven has changed for new purchasers, you may be
 subject to the new charge at the time of such step-up. Prior to increasing
 your charge for Spousal Highest Daily Lifetime Seven upon a step-up, we would
 notify you, and give you the opportunity to cancel the automatic step-up
 feature. If you receive notice of a proposed step-up and accompanying fee
 increase, you should carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject.


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 The Spousal Highest Daily Lifetime Seven program does not affect your ability
 to make withdrawals under your annuity, or limit your ability to request
 withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
 Lifetime Seven, if your cumulative withdrawals in an Annuity Year are less
 than or equal to the Annual Income Amount, they will not reduce your Annual
 Income Amount in subsequent Annuity Years, but any such withdrawals will
 reduce the Annual Income Amount on a dollar-for-dollar basis in that Annuity
 Year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount in
 any Annuity Year, you cannot carry-over the unused portion of the Annual
 Income Amount to subsequent Annuity Years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Spousal Highest
 Daily Lifetime Seven benefit or any other fees and charges. Assume the
 following for all three examples:
   .   The Issue Date is December 1, 2007
   .   The Spousal Highest Daily Lifetime Seven benefit is elected on March 5,
       2008.
   .   The youngest Designated Life was 70 years old when he/she elected the
       Spousal Highest Daily Lifetime Seven benefit.

 Dollar-for-dollar reductions
 On May 2, 2008, the Protected Withdrawal Value is $120,000, resulting in an
 Annual Income Amount of $6,000 (since the youngest Designated Life is younger
 than 80 at the time of the 1/st/ withdrawal, the Annual Income Amount is 5% of
 the Protected Withdrawal Value, in this case 5% of $120,000). Assuming $2,500
 is withdrawn from the Annuity on this date, the remaining Annual Income Amount
 for that Annuity Year (up to and including December 1, 2008) is $3,500. This
 is the result of a dollar-for-dollar reduction of the Annual Income Amount -
 $6,000 less $2,500 = $3,500.

 Proportional reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2008 and the Account Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Annual Income
 Amount for that Annuity Year to $0. The remaining withdrawal amount - $1,500 -
 reduces the Annual Income Amount in future Annuity Years on a proportional
 basis based on the ratio of the excess withdrawal to the Account Value
 immediately prior to the excess withdrawal. (Note that if there were other
 withdrawals in that Annuity Year, each would result in another proportional
 reduction to the Annual Income Amount).

 Here is the calculation:




                                                              
   Account Value before withdrawal                               $110,000.00
   Less amount of "non" excess withdrawal                        $  3,500.00
   Account Value immediately before excess withdrawal of $1,500  $106,500.00
   Excess withdrawal amount                                      $  1,500.00
   Divided by Account Value immediately before excess withdrawal $106,500.00
   Ratio                                                                1.41%
   Annual Income Amount                                          $  6,000.00
   Less ratio of 1.41%                                           $     84.51
   Annual Income Amount for future Annuity Years                 $  5,915.49




 Highest Quarterly Auto Step-Up
 On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
 the appropriate percentage (based on the youngest Designated Life's age on the
 Annuity Anniversary) of the highest quarterly value since your first
 withdrawal (or last Annuity Anniversary in subsequent years), adjusted for
 withdrawals and additional Purchase Payments, is higher than the Annual Income
 Amount, adjusted for excess withdrawals and additional Purchase Payments (plus
 any Credits).

 Continuing the same example as above, the Annual Income Amount for this
 Annuity Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Annuity
 Year, the Annual Income Amount will be stepped-up if 5% (since the youngest
 Designated Life is younger than 80 on the date of the potential step-up) of
 the highest quarterly Account Value adjusted for withdrawals, is higher than
 $5,915.49. Here are the calculations for determining the quarterly values.
 Only the June 1 value is being adjusted for excess withdrawals as the
 September 1 and December 1 Valuation Days occur after the excess withdrawal on
 August 6.


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                                Highest Quarterly Value
                                    (adjusted with          Adjusted Annual
                                withdrawal and Purchase Income Amount (5% of the
Date*             Account Value       Payments)**       Highest Quarterly Value)
- -----             ------------- ----------------------- ------------------------
                                               
June 1, 2008       $118,000.00        $118,000.00              $5,900.00
August 6, 2008     $110,000.00        $112,885.55              $5,644.28
September 1, 2008  $112,000.00        $112,885.55              $5,644.28
December 1, 2008   $119,000.00        $119,000.00              $5,950.00




 *  In this example, the Annuity Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter - March
    1, June 1, September 1, and December 1. In this example, we do not use the
    March 1 date as the first withdrawal took place after March 1. The Annuity
    Anniversary Date of December 1 is considered the fourth and final quarterly
    valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Annual Income Amount of $5,900.00.
    This amount is adjusted on August 6 to reflect the $5,000 withdrawal. The
    calculations for the adjustments are:
   .   The Account Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
       Amount for the Annuity Year), resulting in an adjusted Account Value of
       $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Account
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.

 The adjusted Annual Income Amount is carried forward to the next quarterly
 anniversary date of September 1. At this time, we compare this amount to 5% of
 the Account Value on September 1. Since the June 1 adjusted Annual Income
 Amount of $5,644.28 is higher than $5,600.00 (5% of $112,000), we continue to
 carry $5,644.28 forward to the next and final quarterly anniversary date of
 December 1. The Account Value on December 1 is $119,000 and 5% of this amount
 is $5,950. Since this is higher than $5,644.28, the adjusted Annual Income
 Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of
 $5,950.00. Since this amount is higher than the current year's Annual Income
 Amount of $5,915.49 adjusted for excess withdrawals, the Annual Income Amount
 for the next Annuity Year, starting on December 2, 2008 and continuing through
 December 1, 2009, will be stepped-up to $5,950.00.

 Benefits Under The Spousal Highest Daily Lifetime Seven Program
..   To the extent that your Account Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount or as a result of the fee that we assess for Spousal Highest Daily
    Lifetime Seven, and amounts are still payable under Spousal Highest Daily
    Lifetime Seven, we will make an additional payment, if any, for that
    Annuity Year equal to the remaining Annual Income Amount for the Annuity
    Year. Thus, in that scenario, the remaining Annual Income Amount would be
    payable even though your Account Value was reduced to zero. In subsequent
    Annuity Years we make payments that equal the Annual Income Amount as
    described in this section. We will make payments until the death of the
    first of the Designated Lives to die, and will continue to make payments
    until the death of the second Designated Life as long as the Designated
    Lives were spouses at the time of the first death. To the extent that
    cumulative withdrawals in the current Annuity Year that reduced your
    Account Value to zero are more than the Annual Income Amount, the Spousal
    Highest Daily Lifetime Seven benefit terminates, and no additional payments
    will be made. However, if a withdrawal in the latter scenario was taken to
    meet required minimum distribution requirements under the Annuity, then the
    benefit will not terminate, and we will continue to pay the Annual Income
    Amount in the form of a fixed annuity.
..   If Annuity payments are to begin under the terms of your Annuity, or if you
    decide to begin receiving Annuity payments and there is a Annual Income
    Amount due in subsequent Annuity Years, you can elect one of the following
    two options:

       (1)apply your Account Value to any Annuity option available; or
       (2)request that, as of the date Annuity payments are to begin, we make
          Annuity payments each year equal to the Annual Income Amount.

 We will make payments until the first of the Designated Lives to die, and will
 continue to make payments until the death of the second Designated Life as
 long as the Designated Lives were spouses at the time of the first death. If,
 due to death of a Designated Life or divorce prior to annuitization, only a
 single Designated Life remains, then Annuity payments will be made as a life
 annuity for the lifetime of the Designated Life.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a joint and survivor or single (as
    applicable) life fixed annuity with ten payments certain, by applying the
    greater of the annuity rates then currently available or the annuity rates
    guaranteed in your Annuity. The amount that will be applied to provide such
    Annuity payments will be the greater of:

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


                                      85




..   If no withdrawal was ever taken, we will calculate the Annual Income Amount
    as if you made your first withdrawal on the date the annuity payments are
    to begin.
..   Please note that payments that we make under this benefit after the Annuity
    Anniversary coinciding with or next following the older of the owner or
    Annuitant's 95/th/ birthday, will be treated as annuity payments.

 Other Important Considerations
   .   Withdrawals under the Spousal Highest Daily Lifetime Seven benefit are
       subject to all of the terms and conditions of the Annuity, including any
       CDSC.
   .   Withdrawals made while the Spousal Highest Daily Lifetime Seven Benefit
       is in effect will be treated, for tax purposes, in the same way as any
       other withdrawals under the Annuity. The Spousal Highest Daily Lifetime
       Seven Benefit does not directly affect the Account Value or surrender
       value, but any withdrawal will decrease the Account Value by the amount
       of the withdrawal (plus any applicable CDSC). If you surrender your
       Annuity you will receive the current surrender value.
   .   Upon inception of the benefit, 100% of your Account Value must be
       allocated to the permitted Sub-accounts.
   .   You cannot allocate Purchase Payments or transfer Account Value to the
       AST Investment Grade Bond Portfolio Sub-account (as described below) if
       you elect this benefit. A summary description of the AST Investment
       Grade Bond Portfolio appears within the prospectus section entitled
       "What Are The Investment Objectives and Policies of The Portfolios?".
       Upon the initial transfer of your Account Value into the AST Investment
       Grade Bond Portfolio, we will send a prospectus for that Portfolio to
       you, along with your confirmation. In addition, you can find a copy of
       the AST Investment Grade Bond Portfolio prospectus by going to
       www.prudentialannuities.com.
   .   You can make withdrawals from your Annuity without purchasing the
       Spousal Highest Daily Lifetime Seven benefit. The Spousal Highest Daily
       Lifetime Seven benefit provides a guarantee that if your Account Value
       declines due to market performance, you will be able to receive your
       Annual Income Amount in the form of periodic benefit payments.
   .   Transfers to and from the elected Sub-accounts and the AST Investment
       Grade Bond Portfolio Sub-account triggered by the asset transfer
       component of the benefit will not count toward the maximum number of
       free transfers allowable under an Annuity.
   .   You must allocate your Account Value in accordance with the then
       available investment option(s) that we may prescribe in order to elect
       and maintain the Spousal Highest Daily Lifetime Seven benefit. If,
       subsequent to your election of the benefit, we change our requirements
       for how Account Value must be allocated under the benefit, the new
       requirement will apply only to new elections of the benefit, and we will
       not compel you to re-allocate your Account Value in accordance with our
       newly adopted requirements.
   .   The fee for Spousal Highest Daily Lifetime Seven is 0.75% annually of
       the Protected Withdrawal Value. We deduct this fee at the end of each
       quarter, where each such quarter is part of a year that begins on the
       effective date of the benefit or an anniversary thereafter. Thus, on
       each such quarter-end (or the next Valuation Day, if the quarter-end is
       not a Valuation Day), we deduct 0.1875% of the Protected Withdrawal
       Value at the end of the quarter. We deduct the fee pro rata from each of
       your Sub-accounts including the AST Investment Grade Bond Sub-account.
       Since this fee is based on the Protected Withdrawal Value, the fee for
       Spousal Highest Daily Lifetime Seven may be greater than it would have
       been, had it been based on the Account Value alone. If the fee to be
       deducted exceeds the current Account Value, we will reduce the Account
       Value to zero, and continue the benefit as described above.

 Election of and Designations under the Program
 Spousal Highest Daily Lifetime Seven can only be elected based on two
 Designated Lives. Designated Lives must be natural persons who are each
 other's spouses at the time of election of the program and at the death of the
 first of the Designated Lives to die. Currently, Spousal Highest Daily
 Lifetime Seven only may be elected where the Owner, Annuitant, and Beneficiary
 designations are as follows:

..   One Annuity Owner, where the Annuitant and the Owner are the same person
    and the beneficiary is the Owner's spouse. The Owner/Annuitant and the
    beneficiary each must be at least 59 1/2 years old at the time of election;
    or
..   Co-Annuity Owners, where the Owners are each other's spouses. The
    beneficiary designation must be the surviving spouse, or the spouses named
    equally. One of the owners must be the Annuitant. Each Owner must each be
    at least 59 1/2 years old at the time of election; or
..   One Annuity Owner, where the Owner is a custodial account established to
    hold retirement assets for the benefit of the Annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the Annuitant is the Contingent
    Annuitant. Both the Annuitant and the Contingent Annuitant each must be at
    least 59 1/2 years old at the time of election.

 We do not permit a change of Owner under this benefit, except as follows:
 (a) if one Owner dies and the surviving spousal Owner assumes the Annuity or
 (b) if the Annuity initially is co-owned, but thereafter the Owner who is not
 the Annuitant is removed as Owner. We permit changes of beneficiary under this
 benefit. If the Designated Lives divorce, the Spousal Highest Daily Lifetime
 Seven benefit may not be divided as part of the divorce settlement or
 judgment. Nor may the divorcing spouse who retains ownership of the Annuity
 appoint a new Designated Life upon re-marriage.


                                      86




 Spousal Highest Daily Lifetime Seven can be elected at the time that you
 purchase your Annuity or after the Issue Date, subject to our eligibility
 rules and restrictions.

 Currently, if you terminate the Spousal Highest Daily Lifetime Seven benefit,
 you generally will only be allowed to re-elect the benefit or to elect the
 Lifetime Five Benefit, the Spousal Lifetime Five Benefit, or the Highest Daily
 Lifetime Seven Benefit on any anniversary of the Issue Date that is at least
 90 calendar days from the date the Spousal Highest Daily Lifetime Seven
 Benefit was terminated. We reserve the right to further limit the election
 frequency in the future. Similarly, we generally will permit those who have
 terminated Lifetime Five, Spousal Lifetime Five, Highest Daily Lifetime Five,
 or Highest Daily Lifetime Seven to elect Spousal Highest Daily Lifetime Seven
 only on an anniversary of the Issue Date that is at least 90 calendar days
 from the date that such benefit was terminated. We reserve the right to waive
 that requirement.

 Return of Principal Guarantee
 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Account Value on that Tenth Anniversary (or the next Valuation
 Day, if that anniversary is not a Valuation Day), if the requirements set
 forth in this paragraph are met. On the Tenth Anniversary, we add:

 a) your Account Value on the day that you elected Spousal Highest Daily
    Lifetime Seven; and
 b) the sum of each Purchase Payment you made (including any Credits) during
    the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Account Value on the Tenth
 Anniversary, we increase your Account Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Account Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Account Value under this
 provision will be allocated to each of your variable investment options (other
 than a bond Sub-account used with this benefit), in the same proportion that
 each such Sub-account bears to your total Account Value, immediately before
 the application of the amount. Any such amount will not be considered a
 Purchase Payment when calculating your Protected Withdrawal Value, your death
 benefit, or the amount of any optional benefit that you may have selected, and
 therefore will have no direct impact on any such values at the time we add
 this amount. This potential addition to Account Value is available only if you
 have elected Spousal Highest Daily Lifetime Seven and if you meet the
 conditions set forth in this paragraph. Thus, if you take a withdrawal prior
 to the Tenth Anniversary, you are not eligible to receive the Return of
 Principal Guarantee.

 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) if upon the death
 of the first Designated Life, the surviving Designated Life opts to take the
 death benefit under the Annuity (thus, the benefit does not terminate solely
 because of the death of the first Designated Life) (ii) upon the death of the
 second Designated Life, (iii) upon your termination of the benefit (although
 if you have elected to take annuity payments in the form of the Annual Income
 Amount, we will continue to pay the Annual Income Amount) (iv) upon your
 surrender of the Annuity (v) upon your election to begin receiving annuity
 payments (vi) if both the Account Value and Annual Income Amount equal zero or
 (vii) if you cease to meet our requirements for issuing the benefit (see
 Election of and Designations under the Program).

 Upon termination of Spousal Highest Daily Lifetime Seven other than upon death
 of a Designated Life, we impose any accrued fee for the benefit (i.e., the fee
 for the pro-rated portion of the year since the fee was last assessed), and
 thereafter we cease deducting the charge for the benefit. With regard to your
 investment allocations, upon termination we will: (i) leave intact amounts
 that are held in the variable investment options, and (ii) transfer all
 amounts held in the AST Investment Grade Bond Portfolio Sub-account (as
 defined below) to your variable investment options, based on your existing
 allocation instructions or (in the absence of such existing instructions) pro
 rata (i.e. in the same proportion as the current balances in your variable
 investment options).

 Asset Transfer Component of Spousal Highest Daily Lifetime Seven
 As indicated above, we limit the Sub-accounts to which you may allocate
 Account Value if you elect Spousal Highest Daily Lifetime Seven. For purposes
 of this benefit, we refer to those permitted Sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Spousal Highest Daily
 Lifetime Seven, we require that you participate in our specialized asset
 transfer program, under which we may transfer Account Value between the
 Permitted Sub-accounts and a specified bond fund within the Advanced Series
 Trust (the "AST Investment Grade Bond Sub-account"). We determine whether to
 make a transfer, and the amount of any transfer, under a non-discretionary
 formula, discussed below. The AST Investment Grade Bond Sub-account is
 available only with this benefit, and thus you may not allocate Purchase
 Payments to the AST Investment Grade Bond Sub-account. Under the asset
 transfer component of Spousal Highest Daily Lifetime Seven, we monitor your
 Account Value daily and, if dictated by the formula, systematically transfer
 amounts between the Permitted Sub-accounts you have chosen and the AST
 Investment Grade Bond Sub-account. Any transfer would be made in accordance
 with a formula, which is set forth in the Appendix H to this prospectus.
 Speaking generally, the formula, which we apply each Valuation Day, operates
 as follows. The formula starts by identifying an income basis for that day and
 then multiplies that figure by 5%, to produce a projected


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 (i.e., hypothetical) Highest Daily annual income amount. Note that we use 5%
 in the formula, irrespective of the youngest Designated Life's attained age.
 Then we produce an estimate of the total amount we would target in our
 allocation model, based on the projected income amount and factors set forth
 in the formula. In the formula, we refer to that value as the "Target Value"
 or "L". If you have already made a withdrawal, your projected income amount
 (and thus your Target Value) would take into account any automatic step-up,
 any subsequent purchase payments, and any excess withdrawals. Next, the
 formula subtracts from the Target Value the amount held within the AST
 Investment Grade Bond Sub-account on that day, and divides that difference by
 the amount held within the Permitted Sub-accounts. That ratio, which
 essentially isolates the amount of your Target Value that is not offset by
 amounts held within the AST Investment Grade Bond Sub-account, is called the
 "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage
 (currently 83%), it means essentially that too much Target Value is not offset
 by assets within the AST Investment Grade Bond Sub-account, and therefore we
 will transfer an amount from your Permitted Sub-accounts to the AST Investment
 Grade Bond Sub-account. Conversely, if the Target Ratio falls below a certain
 percentage (currently 77%), then a transfer from the AST Investment Grade Bond
 Sub-account to the Permitted Sub-accounts would occur.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Account Value to the AST Investment Grade
 Bond Sub-account, because such a reduction will tend to increase the Target
 Ratio. Moreover, certain market return scenarios involving "flat" returns over
 a period of time also could result in the transfer of money to the AST
 Investment Grade Bond Sub-account. In deciding how much to transfer, we use
 another formula, which essentially seeks to re-balance amounts held in the
 Permitted Sub-accounts and the AST Investment Grade Bond Sub-account so that
 the Target Ratio meets a target, which currently is equal to 80%. Once you
 elect Spousal Highest Daily Lifetime Seven, the ratios we use will be fixed.
 For newly-issued Annuities that elect Spousal Highest Daily Lifetime Seven and
 existing Annuities that elect Spousal Highest Daily Lifetime Seven, however,
 we reserve the right to change the ratios.

 While you are not notified when your Annuity reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Account Value either to or from the AST Investment Grade Bond
 Sub-account. The formula by which the reallocation triggers operate is
 designed primarily to mitigate the financial risks that we incur in providing
 the guarantee under Spousal Highest Daily Lifetime Seven.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:

   .   Not make any transfer; or
   .   If a portion of your Account Value was previously allocated to the AST
       Investment Grade Bond Sub-account, transfer all or a portion of those
       amounts to the Permitted Sub-accounts, based on your existing allocation
       instructions or (in the absence of such existing instructions) pro rata
       (i.e., in the same proportion as the current balances in your variable
       investment options). Amounts taken out of the AST Investment Grade Bond
       Sub-account will be withdrawn for this purpose on a last-in, first-out
       basis; or
   .   Transfer all or a portion of your Account Value in the Permitted
       Sub-accounts pro-rata to the AST Investment Grade Bond Sub-account.

 If a significant amount of your Account Value is systematically transferred to
 the AST Investment Grade Bond Sub-account during periods of market declines or
 low interest rates, less of your Account Value may be available to participate
 in the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. If your entire Account Value is transferred to the
 AST Investment Grade Bond Sub-account, then based on the way the formula
 operates, that value would remain in the AST Investment Grade Bond Sub-account
 unless you made additional Purchase Payments to the Permitted Sub-accounts,
 which could cause Account Value to transfer out of the AST Investment Grade
 Bond Sub-account.

 Additional Tax Considerations
 If you purchase an annuity as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the Required Minimum Distribution
 rules under the Code provide that you begin receiving periodic amounts from
 your annuity beginning after age 70  1/2. For a Tax Sheltered Annuity or a
 401(a) plan for which the participant is not a greater than five (5) percent
 owner of the employer, this required beginning date can generally be deferred
 to retirement, if later. Roth IRAs are not subject to these rules during the
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 Annuity Year that Required Minimum Distributions due from your Annuity are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as Required Minimum Distribution provisions under the tax
 law. Please note, however, that any withdrawal you take prior to the Tenth
 Anniversary, even if withdrawn to satisfy required minimum distribution rules,
 will cause you to lose the ability to receive the Return of Principal
 Guarantee and the guaranteed amount described above under "KEY FEATURE -
 Protected Withdrawal Value".


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


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                                 DEATH BENEFIT


 WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

 Each Annuity provides a Death Benefit during its accumulation period. If an
 Annuity is owned by one or more natural persons, the Death Benefit is payable
 upon the first death of an Owner. If an Annuity is owned by an entity, the
 Death Benefit is payable upon the Annuitant's death, if there is no Contingent
 Annuitant. Generally, if a Contingent Annuitant was designated before the
 Annuitant's death and the Annuitant dies, then the Contingent Annuitant
 becomes the Annuitant and a Death Benefit will not be paid at that time. The
 person upon whose death the Death Benefit is paid is referred to below as the
 "decedent."

 BASIC DEATH BENEFIT

 Each Annuity provides a basic Death Benefit at no additional charge. The
 Insurance Charge we deduct daily from your Account Value allocated to the
 Sub-accounts is used, in part, to pay us for the risk we assume in providing
 the basic Death Benefit guarantee under an Annuity. Each Annuity also offers
 four different optional Death Benefits that can be purchased for an additional
 charge. The additional charge is deducted to compensate Prudential Annuities
 for providing increased insurance protection under the optional Death
 Benefits. Notwithstanding the additional protection provided under the
 optional Death Benefits, the additional cost has the impact of reducing the
 net performance of the investment options. In addition, with respect to
 Optimum Plus, under certain circumstances, your Death Benefit may be reduced
 by the amount of any Credits we applied to your Purchase Payments. (See "How
 are Credits Applied to My Account Value".)


 The basic Death Benefit is the greater of:
   .   The sum of all Purchase Payments (not including any Credits) less the
       sum of all proportional withdrawals.
   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations.

 With respect to Optimum Plus, the basic Death Benefit is reduced by the amount
 of any Credits applied within 12 months prior to the date of death.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments for purposes of calculating the basic Death
 Benefit.

 OPTIONAL DEATH BENEFITS
 Four optional Death Benefits are offered for purchase with your Annuity to
 provide an enhanced level of protection for your beneficiaries.


 Currently, these benefits are only offered in those jurisdictions where we
 have received regulatory approval and must be elected at the time that you
 purchase your Annuity. We may, at a later date, allow existing Annuity Owners
 to purchase an optional Death Benefit subject to our rules and any changes or
 restrictions in the benefits. Certain terms and conditions may differ between
 jurisdictions once approved and if you purchase your Annuity as part of an
 exchange, replacement or transfer, in whole or in part, from any other Annuity
 we issue. The "Combination 5% Roll-up and Highest Anniversary Value" Death
 Benefit may only be elected individually, and cannot be elected in combination
 with any other optional Death Benefit. If you elect Spousal Lifetime Five or
 Spousal Highest Daily Lifetime Seven, you are not permitted to elect an
 optional Death Benefit. With respect to Optimum Plus, under certain
 circumstances, each Optional Death Benefit that you elect may be reduced by
 the amount of Credits applied to your Purchase Payments.


 Investment Restrictions may apply if you elect certain optional death benefits.

 Enhanced Beneficiary Protection Optional Death Benefit

 The Enhanced Beneficiary Protection Optional Death Benefit can provide
 additional amounts to your Beneficiary that may be used to offset federal and
 state taxes payable on any taxable gains in your Annuity at the time of your
 death. Whether this benefit is appropriate for you may depend on your
 particular circumstances, including other financial resources that may be
 available to your Beneficiary to pay taxes on your Annuity should you die
 during the accumulation period. No benefit is payable if death occurs on or
 after the Annuity Date.

 The Enhanced Beneficiary Protection Optional Death Benefit provides a benefit
 that is payable in addition to the basic Death Benefit and certain other
 optional death benefits you may elect in conjunction with this benefit.

 If the Annuity has one Owner, the Owner must be age 75 or less at the time the
 benefit is purchased. If an Annuity has joint Owners, the oldest Owner must be
 age 75 or less. If an Annuity is owned by an entity, the Annuitant must be age
 75 or less.

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 Calculation Of Enhanced Beneficiary Protection Optional Death Benefit If you
 purchase the Enhanced Beneficiary Protection Optional Death Benefit, the Death
 Benefit is calculated as follows:

 1. the basic Death Benefit described above;

    PLUS

 2. 40% of your "Growth" under an Annuity, as defined below.

 "Growth" means the sum of your Account Value in the Sub-accounts and your
 Interim Value in the Fixed Allocations, minus the total of all Purchase
 Payments (less the amount of any Credits applied within 12-months prior to the
 date of death, with respect to Optimum Plus) reduced by the sum of all
 proportional withdrawals.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments.

 The Enhanced Beneficiary Protection Optional Death Benefit is subject to a
 maximum of 100% of all Purchase Payments applied to an Annuity at least 12
 months prior to the death of the decedent that triggers the payment of the
 Death Benefit.

 The Enhanced Beneficiary Protection Optional Death Benefit is being offered in
 those jurisdictions where we have received regulatory approval. Certain terms
 and conditions may differ between jurisdictions once approved. Please refer to
 the section entitled "Tax Considerations" for a discussion of special tax
 considerations for purchasers of this benefit. The Enhanced Beneficiary
 Protection Death Benefit is not available if you elect the "Combination 5%
 Roll-up and Highest Anniversary Value" Death Benefit or the Spousal Lifetime
 Five Income Benefit.

 See Appendix B for examples of how the Enhanced Beneficiary Protection
 Optional Death Benefit is calculated.

 Highest Anniversary Value Death Benefit ("HAV")

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Anniversary Value Optional Death Benefit is purchased. If an Annuity
 has joint Owners, the oldest Owner must be age 79 or less. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less. Certain of the
 Portfolios offered as Sub-accounts under the Annuity are not available if you
 elect the Highest Anniversary Value Death Benefit. In addition, we reserve the
 right to require you to use certain asset allocation model(s) if you elect
 this death benefit.

 Calculation of Highest Anniversary Value Death Benefit
 The HAV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value on the Death Benefit Target Date plus
          the sum of all Purchase Payments (including any Credits applied to
          such Purchase Payments more than twelve (12) months prior to date of
          death in the case of Optimum Plus) less the sum of all proportional
          withdrawals since the Death Benefit Target Date.

       The amount determined by this calculation is increased by any Purchase
       Payments received after the Owner's date of death and decreased by any
       proportional withdrawals since such date.


       The Highest Anniversary Value Death Benefit described above is currently
       being offered in those jurisdictions where we have received regulatory
       approval. Certain terms and conditions may differ between jurisdictions
       once approved. The Highest Anniversary Value Death Benefit is not
       available if you elect "Combination 5% Roll-up and Highest Anniversary
       Value" or the "Highest Daily Value" Death Benefit. It is also not
       available with Spousal Lifetime Five or Spousal Highest Daily Lifetime
       Seven.


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 Please refer to the definition of Death Benefit Target Date below. This death
 benefit may not be an appropriate feature where the Owner's age is near the
 age specified in the Death Benefit Target Date. This is because the benefit
 may not have the same potential for growth as it otherwise would, since there
 will be fewer contract anniversaries before the death benefit target date is
 reached. The death benefit target date under this death benefit is earlier
 than the death benefit target date under the Combination 5% Roll-up and
 Highest Anniversary Value Death Benefit for Owners who are age 76 or older
 when an Annuity is issued, which may result in a lower value on the death
 benefit, since there will be fewer contract anniversaries before the death
 benefit target date is reached.

 See Appendix B for examples of how the Highest Anniversary Value Death Benefit
 is calculated.

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

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Combination 5% Roll-up and HAV Optional Death Benefit is purchased. If an
 Annuity has joint Owners, the oldest Owner must be age 79 or less. If the
 Annuity is owned by an entity, the Annuitant must be age 79 or less.

 If you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s) with this benefit. In
 addition, we reserve the right to require you to use certain asset allocation
 model(s) if you elect this Death Benefit.

 Calculation of the Combination 5% Roll-up and Highest Anniversary Value Death
 Benefit
 The Combination 5% Roll-up and HAV Death Benefit equals the greatest of:

       1. the basic Death Benefit described above; and
       2. the Highest Anniversary Value Death Benefit described above; and
       3. 5% Roll-up described below.

       Thecalculation of the 5% Roll-up depends on whether death occurs before
          or after the Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date the 5% Roll up is
       equal to:

       .   all Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of Optimum Plus) increasing at an annual effective
           interest rate of 5% starting on the date that each Purchase Payment
           is made and ending on the Owner's date of death;

    MINUS

       .   the sum of all withdrawals, dollar for dollar up to 5% of the Death
           Benefit's value as of the prior contract anniversary (or Issue Date
           if the withdrawal is in the first contract year). Any withdrawals in
           excess of the 5% dollar for dollar limit are proportional.

       If the Owner dies on or after the Death Benefit Target Date the 5%
       Roll-up is equal to:

       .   the 5% Roll-up value as of the Death Benefit Target Date increased
           by total Purchase Payments (including any Credits applied to such
           Purchase Payments more than twelve (12) months prior to date of
           death in the case of Optimum Plus) made after the Death Benefit
           Target Date;

    MINUS

       .   the sum of all withdrawals which reduce the 5% Roll-up
           proportionally.

 In the case of Optimum Plus, as indicated, the amounts calculated in Items 1,
 2 and 3 above (before, on or after the Death Benefit Target Date) may be
 reduced by any Credits under certain circumstances. Please refer to the
 definitions of Death Benefit Target Date below. This Death Benefit may not be
 an appropriate feature where the Owner's age is near the age specified in the
 Death Benefit Target Date. This is because the benefit may not have the same
 potential for growth as it otherwise would, since there will be fewer Annuity
 anniversaries before the Death Benefit Target Date is reached.


 The "Combination 5% Roll-up and Highest Anniversary Value" Death Benefit
 described above is currently being offered in those jurisdictions where we
 have received regulatory approval. Certain terms and conditions may differ
 between jurisdictions once approved. The "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is not available if you elect any other
 optional Death Benefit or elect Spousal Lifetime Five or Spousal Highest Daily
 Lifetime Seven.


                                      92



 See Appendix B for examples of how the "Combination 5% Roll-up and Highest
 Anniversary Value" Death Benefit is calculated.

 Key Terms Used with the Highest Anniversary Value Death Benefit and the
 Combination 5% Roll-up and Highest Anniversary Value Death Benefit:

   .   The Death Benefit Target Date for the Highest Anniversary Value Death
       Benefit is the contract anniversary on or after the 80/th/ birthday of
       the current Owner, the oldest of either joint Owner or the Annuitant, if
       entity owned.

   .   The Death Benefit Target Date for the Combination 5% Roll-up and HAV
       Death Benefit is the later of the contract anniversary on or after the
       80/th/ birthday of the current Owner, the oldest of either joint Owner
       or the Annuitant, if entity owned, or five years after the Issue Date of
       an Annuity.

   .   The Highest Anniversary Value equals the highest of all previous
       "Anniversary Values" less proportional withdrawals since such
       anniversary and plus any Purchase Payments (including any Credits
       applied to such Purchase Payments more than twelve (12) months prior to
       the date of death in the case of Optimum Plus) since such anniversary.

   .   The Anniversary Value is the Account Value as of each anniversary of the
       Issue Date of an Annuity. The Anniversary Value on the Issue Date is
       equal to your Purchase Payment. (including any Credits applied to such
       Purchase Payments more than twelve (12) months prior to the date of
       death in the case of Optimum Plus).

   .   Proportional withdrawals are determined by calculating the percentage of
       your Account Value that each prior withdrawal represented when
       withdrawn. Proportional withdrawals result in a reduction to the Highest
       Anniversary Value or 5% Roll-up value by reducing such value in the same
       proportion as the Account Value was reduced by the withdrawal as of the
       date the withdrawal occurred. For example, if your Highest Anniversary
       Value or 5% Roll-up value is $125,000 and you subsequently withdraw
       $10,000 at a time when your Account Value is equal to $100,000 (a 10%
       reduction), when calculating the optional Death Benefit we will reduce
       your Highest Anniversary Value ($ 125,000) by 10% or $12,500.

 Highest Daily Value Death Benefit ("HDV")

 If an Annuity has one Owner, the Owner must be age 79 or less at the time the
 Highest Daily Value Death Benefit is elected. If an Annuity has joint Owners,
 the older Owner must be age 79 or less. If there are joint Owners, death of
 the Owner refers to the first to die of the joint Owners. If an Annuity is
 owned by an entity, the Annuitant must be age 79 or less and death of the
 Owner refers to the death of the Annuitant.

 If you elect this benefit, you must allocate your Account Value in accordance
 with the then permitted and available option(s) with this benefit. Currently,
 you are required to enroll and maintain your Account Value in the asset
 allocation program if you elect this benefit.

 The HDV Death Benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Owner dies before the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above (including any Credits
          applied to such Purchase Payments more than twelve (12) months prior
          to the date of death in the case of Optimum Plus); and
       2. the HDV as of the Owner's date of death.

       If the Owner dies on or after the Death Benefit Target Date, the Death
       Benefit equals the greater of:

       1. the basic Death Benefit described above; and
       2. the HDV on the Death Benefit Target Date plus the sum of all Purchase
          Payments (including any Credits applied to such Purchase Payments
          more than twelve (12) months prior to the date of death in the case
          of Optimum Plus) less the sum of all proportional withdrawals since
          the Death Benefit Target Date.

       The amount determined by this calculation is increased by any Purchase
       Payments received after the Owner's date of death and decreased by any
       proportional withdrawals since such date.


       The Highest Daily Value Death Benefit described above is currently being
       offered in those jurisdictions where we have received regulatory
       approval. Certain terms and conditions may differ between jurisdictions
       once approved. The Highest Daily Value Death Benefit is not available if
       you elect the Guaranteed Return Option, Guaranteed Return Option Plus,
       Guaranteed Return Option Plus 2008, Highest Daily GRO, Spousal Lifetime
       Five, Highest Daily Lifetime Five, Highest Daily Lifetime Seven, Spousal
       Highest Daily Lifetime Seven the "Combination 5% Roll-up and Highest
       Anniversary Value" Death Benefit, or the Highest Anniversary Value Death
       Benefit.


                                      93



 Key Terms Used with the Highest Daily Value Death Benefit:

   .   The Death Benefit Target Date for the Highest Daily Value Death Benefit
       is the later of an Annuity anniversary on or after the 80/th/ birthday
       of the current Owner, or the older of either the joint Owner or the
       Annuitant, if entity owned, or five years after the Issue Date of an
       Annuity.

   .   The Highest Daily Value equals the highest of all previous "Daily
       Values" less proportional withdrawals since such date and plus any
       Purchase Payments (plus associated Credits in the case of Optimum Plus)
       since such date.

   .   The Daily Value is the Account Value as of the end of each Valuation
       Day. The Daily Value on the Issue Date is equal to your Purchase Payment
       (plus associated Credits applied more than twelve (12) months prior to
       the date of death in the case of Optimum Plus).

   .   Proportional withdrawals are determined by calculating the percentage of
       your Account Value that each prior withdrawal represented when
       withdrawn. Proportional withdrawals result in a reduction to the Highest
       Daily Value by reducing such value in the same proportion as the Account
       Value was reduced by the withdrawal as of the date the withdrawal
       occurred. For example, if your Highest Daily Value is $125,000 and you
       subsequently withdraw $10,000 at a time when your Account Value is equal
       to $100,000 (a 10% reduction), when calculating the optional Death
       Benefit we will reduce your Highest Daily Value ($125,000) by 10% or
       $12,500.

 Please see Appendix B to this prospectus for a hypothetical example of how the
 HDV Death Benefit is calculated.

 Annuities with Joint Owners
 For Annuities with joint Owners, the Death Benefits are calculated as shown
 above except that the age of the oldest of the joint Owners is used to
 determine the Death Benefit Target Date. NOTE: If you and your spouse own your
 Annuity jointly, we will pay the Death Benefit to the Beneficiary. If the sole
 primary Beneficiary is the surviving spouse, then the surviving spouse can
 elect to assume ownership of your Annuity and continue the Annuity instead of
 receiving the Death Benefit.

 Annuities Owned by Entities
 For Annuities owned by an entity, the Death Benefits are calculated as shown
 above except that the age of the Annuitant is used to determine the Death
 Benefit Target Date. Payment of the Death Benefit is based on the death of the
 Annuitant (or Contingent Annuitant, if applicable).

 Can I Terminate the Optional Death Benefits? Do the Optional Death Benefits
 Terminate under other Circumstances?
 You can terminate the Enhanced Beneficiary Protection Death Benefit and the
 Highest Anniversary Value Death Benefit at any time. The "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit may not be terminated
 once elected. The optional Death Benefits will terminate automatically on the
 Annuity Date. We may also terminate any optional Death Benefit if necessary to
 comply with our interpretation of the Code and applicable regulations.

 What are the Charges for the Optional Death Benefits?

 We deduct a charge equal to 0.25% per year of the average daily net assets of
 the Sub-accounts for each of the Highest Anniversary Value Death Benefit and
 the Enhanced Beneficiary Protection Death Benefit and 0.50% per year of the
 average daily net assets of the Sub-accounts for each of the "Combination 5%
 Roll-up and HAV Death Benefit" and the HDV Death Benefit. We deduct the charge
 for each of these benefits to compensate Prudential Annuities for providing
 increased insurance protection under the optional Death Benefits. The
 additional annual charge is deducted daily against your Account Value
 allocated to the Sub-accounts.


 Please refer to the section entitled "Tax Considerations" for additional
 considerations in relation to the optional Death Benefit.


 PRUDENTIAL ANNUITIES' ANNUITY REWARDS


 What is the Annuity Rewards Benefit?

 The Annuity Rewards Benefit offers Owners the ability to capture any market
 gains since the Issue Date of their Annuity as an enhancement to their current
 Death Benefit so their Beneficiaries will not receive less than an Annuity's
 value as of the effective date of the benefit. Under the Annuity Rewards
 Benefit, Prudential Annuities guarantees that the Death Benefit will not be
 less than:


       .   your Account Value in the Sub-accounts plus the Interim Value in any
           Fixed Allocations as of the effective date of the benefit

       .   MINUS any proportional withdrawals following the effective date of
           the benefit

       .   PLUS any additional Purchase Payments applied to your Annuity
           following the effective date of the benefit.

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 The Annuity Rewards Death Benefit enhancement does not affect the calculation
 of the basic Death Benefit or any Optional Death Benefits available under an
 Annuity. If the Death Benefit amount payable under your Annuity's basic Death
 Benefit or any Optional Death Benefits you purchase is greater than the
 enhanced Death Benefit under the Annuity Rewards Benefit on the date the Death
 Benefit is calculated, your Beneficiary will receive the higher amount.

 Who is Eligible for the Annuity Rewards Benefit?
 Owners can elect the Annuity Rewards Death Benefit enhancement when there is
 no longer a CDSC associated with your Annuity. However, the Account Value on
 the date that the Annuity Rewards benefit is effective, must be greater than
 the amount that would be payable to the Beneficiary under the Death Benefit
 (including any amounts payable under any Optional Death Benefit then in
 effect). The effective date must occur before annuity payments begin. There
 can only be one effective date for the Annuity Rewards Death Benefit
 enhancement. There is no additional charge for electing the Annuity Rewards
 Death Benefit enhancement.

 PAYMENT OF DEATH BENEFITS

 Alternative Death Benefit Payment Options - Annuities owned by Individuals
 (not associated with Tax-Favored Plans)
 Except in the case of a spousal assumption as described below, upon your
 death, certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the Annuity Date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the Annuity Date, the Death Benefit must be
 distributed:

   .   within five (5) years of the date of death; or
   .   as a series of payments not extending beyond the life expectancy of the
       Beneficiary or over the life of the Beneficiary. Payments under this
       option must begin within one year of the date of death.

 Unless you have made an election prior to Death Benefit proceeds becoming due,
 a Beneficiary can elect to receive the Death Benefit proceeds under the
 Beneficiary Continuation Option as described below in the section entitled
 "Beneficiary Continuation Option," as a series of annuity payments.

 Upon our receipt of proof of death, we will send to the beneficiary materials
 that list these payment options.

 Alternative Death Benefit Payment Options - Annuities held by Tax-Favored Plans
 The Code provides for alternative death benefit payment options when an
 Annuity is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated Beneficiary may generally elect to
 continue the Annuity and receive Required Minimum Distributions under the
 Annuity instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the Beneficiary is your surviving
 spouse.

   .   If you die after a designated beneficiary has been named, the death
       benefit must be distributed by December 31/st/ of the year including the
       five year anniversary of the date of death, or as periodic payments not
       extending beyond the life expectancy of the designated beneficiary
       (provided such payments begin by December 31/st/ of the year following
       the year of death). However, if your surviving spouse is the
       beneficiary, the death benefit can be paid out over the life expectancy
       of your spouse with such payments beginning no later than
       December 31/st/ / of the year following the year of death or
       December 31/st/ of the year in which you would have reached age 70 1/2,
       which ever is later. Additionally, if the contract is payable to (or for
       the benefit of) your surviving spouse, that portion of the contract may
       be continued with your spouse as the owner.
   .   If you die before a designated beneficiary is named and before the date
       Required Minimum Distributions must begin under the Code, the death
       benefit must be paid out by December 31/st/ of the year including the
       five year anniversary of the date of death. For contracts where multiple
       beneficiaries have been named and at least one of the beneficiaries does
       not qualify as a designated beneficiary and the account has not been
       divided into separate accounts by December 31/st/ of the year following
       the year of death, such contract is deemed to have no designated
       beneficiary.
   .   If you die before a designated beneficiary is named and after the date
       Required Minimum Distributions must begin under the Code, the death
       benefit must be paid out at least as rapidly as under the method then in
       effect. For contracts where multiple beneficiaries have been named and
       at least one of the beneficiaries does not qualify as a designated
       beneficiary and the account has not been divided into separate accounts
       by December 31/st/ of the year following the year of death, such
       contract is deemed to have no designated beneficiary.

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

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

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

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

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

 Under the Beneficiary Continuation Option:
   .   The Owner's Annuity will be continued in the Owner's name, for the
       benefit of the beneficiary.
   .   Beginning on the date we receive an election by the beneficiary to take
       the death benefit in a form other than a lump sum, the beneficiary will
       incur a Settlement Service Charge which is an annual charge assessed on
       a daily basis against the average assets allocated to the Sub-accounts.
       For non-qualified Annuities the charge is 1.00% per year, and for
       qualified Annuities the charge is 1.40% per year.
   .   Beginning on the date we receive an election by the beneficiary to take
       the death benefit in a form other than a lump sum, the beneficiary will
       incur an annual maintenance fee equal to the lesser of $30 or 2% of
       Account Value. For non-qualified annuities, the fee will only apply if
       the Account Value is less than $25,000 at the time the fee is assessed.
       The fee will not apply if it is assessed 30 days prior to a surrender
       request.
   .   The initial Account Value will be equal to any death benefit (including
       any optional death benefit) that would have been payable to the
       beneficiary if the beneficiary had taken a lump sum distribution.
   .   The available Sub-accounts will be among those available to the Owner at
       the time of death, however certain Sub-Accounts may not be available.
   .   The beneficiary may request transfers among Sub-accounts, subject to the
       same limitations and restrictions that applied to the Owner. Transfers
       in excess of 20 per year will incur a $10 transfer fee.
   .   No Fixed Allocations or fixed interest rate options will be offered for
       the non-qualified Beneficiary Continuation Options. However, for
       qualified Annuities, the Fixed Allocations will be those offered at the
       time the Beneficiary Continuation Option is elected.
   .   No additional Purchase Payments can be applied to the Annuity.
   .   The basic death benefit and any optional benefits elected by the Owner
       will no longer apply to the beneficiary.
   .   The beneficiary can request a withdrawal of all or a portion of the
       Account Value at any time, unless the Beneficiary Continuation Option
       was the payout predetermined by the Owner and the Owner restricted the
       beneficiary's withdrawal rights.
   .   Withdrawals are not subject to CDSC.
   .   Upon the death of the beneficiary, any remaining Account Value will be
       paid in a lump sum to the person(s) named by the beneficiary
       (successor), unless the successor chooses to continue receiving payments.


 Currently only Investment Options corresponding to Portfolios of the Advanced
 Series Trust are available under the Beneficiary Continuation Option.


 In addition to the materials referenced above, the Beneficiary will be
 provided with a prospectus and a settlement agreement describing the
 Beneficiary Continuation Option. We may pay compensation to the broker-dealer
 of record on the Annuity based on amounts held in the Beneficiary Continuation
 Option. Please contact us for additional information on the availability,
 restrictions and limitations that will apply to a beneficiary under the
 Beneficiary Continuation Option.

 Spousal Assumption of Annuity
 You may name your spouse as your Beneficiary. If you and your spouse own your
 Annuity jointly, we assume that the sole primary Beneficiary will be the
 surviving spouse unless you elect an alternative Beneficiary Designation.
 Unless you elect an alternative Beneficiary Designation, the spouse
 Beneficiary may elect to assume ownership of the Annuity instead of taking the
 Death Benefit payment. Any Death Benefit (including any optional Death
 Benefits) that would have been payable to the Beneficiary will become the new
 Account Value as of the date we receive due proof of death and any required
 proof of a spousal relationship. As of the date the assumption is effective,
 the surviving spouse will have all the rights and benefits that would be
 available under the Annuity to a new purchaser of the same attained age. For
 purposes of determining any future Death Benefit for

                                      96



 the surviving spouse, the new Account Value will be considered as the initial
 Purchase Payment. No CDSC will apply to the new Account Value. However, any
 additional Purchase Payments applied after the date the assumption is
 effective will be subject to all provisions of the Annuity, including any CDSC
 that may apply to the additional Purchase Payments.

 See the section entitled "Managing Your Annuity" - "Spousal Designations" and
 "Contingent Annuitant" for a discussion of the treatment of a spousal
 Contingent Annuitant in the case of the death of the Annuitant in an Annuity
 owned by a Custodial Account.

 Are there any Exceptions to these Rules for Paying the Death Benefit?
 Yes, there are exceptions that apply no matter how your Death Benefit is
 calculated. There are exceptions to the Death Benefit if the decedent was not
 the Owner or Annuitant as of the Issue Date (or within 60 days thereafter) and
 did not become the Owner or Annuitant due to the prior Owner's or Annuitant's
 death. Any Death Benefit (including any optional Death Benefit) that applies
 will be suspended for a two-year period from the date he or she first became
 Owner or Annuitant. After the two-year suspension period is completed, the
 Death Benefit is the same as if this person had been an Owner or Annuitant on
 the Issue Date.

 When do you determine the Death Benefit?
 We determine the amount of the Death Benefit as of the date we receive "due
 proof of death" (and in certain limited circumstances as of the date of
 death), any instructions we require to determine the method of payment and any
 other written representations we require to determine the proper payment of
 the Death Benefit to all Beneficiaries. "Due proof of death" may include a
 certified copy of a death certificate, a certified copy of a decree of a court
 of competent jurisdiction as to the finding of death or other satisfactory
 proof of death. Upon our receipt of "due proof of death" we automatically
 transfer the Death Benefit to the AST Money Market Sub-account until we
 further determine the universe of eligible Beneficiaries. Once the universe of
 eligible Beneficiaries has been determined each eligible Beneficiary may
 allocate his or her eligible share of the Death Benefit to an eligible annuity
 payment option.

 Each Beneficiary must make an election as to the method they wish to receive
 their portion of the Death Benefit. Absent an election of a Death Benefit
 payment method, no Death Benefit can be paid to the Beneficiary. We may
 require written acknowledgment of all named Beneficiaries before we can pay
 the Death Benefit. During the period from the date of death until we receive
 all required paper work, the amount of the Death Benefit may be subject to
 market fluctuations.

                                      97



                            VALUING YOUR INVESTMENT

 HOW IS MY ACCOUNT VALUE DETERMINED?
 During the accumulation period, your Annuity has an Account Value. The Account
 Value is determined separately for each Sub-account allocation and for each
 Fixed Allocation. The Account Value is the sum of the values of each
 Sub-account allocation and the value of each Fixed Allocation. For Annuities
 with a Highest Daily Lifetime Five election, Account Value also includes the
 value of any allocation to the Benefit Fixed Rate Account. See the "Living
 Benefit Programs - Highest Daily Lifetime Five" section of the Prospectus for
 a description of the Benefit Fixed Rate Account. The Account Value does not
 reflect any CDSC that may apply to a withdrawal or surrender. With respect to
 Optimum and Optimum Four, the Account Value includes any Loyalty Credit we
 apply. With respect to Optimum Plus, the Account Value includes any Credits we
 applied to your Purchase Payments which we are entitled to take back under
 certain circumstances. When determining the Account Value on a day more than
 30 days prior to a Fixed Allocation's Maturity Date, the Account Value may
 include any Market Value Adjustment that would apply to a Fixed Allocation (if
 withdrawn or transferred) on that day.

 WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
 The Surrender Value of your Annuity is the value available to you on any day
 during the accumulation period. The Surrender Value is defined under "Glossary
 of Terms" above.

 HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
 When you allocate Account Value to a Sub-account, you are purchasing units of
 the Sub-account. Each Sub-account invests exclusively in shares of an
 underlying Portfolio. The value of the Units fluctuates with the market
 fluctuations of the Portfolios. The value of the Units also reflects the daily
 accrual for the Insurance Charge, the Distribution Charge (if applicable), and
 if you elected one or more optional benefits whose annual charge is deducted
 daily, the additional charge made for such benefits. There may be several
 different Unit Prices for each Sub-account to reflect the Insurance Charge,
 any Distribution Charge and the charges for any optional benefits. The Unit
 Price for the Units you purchase will be based on the total charges for the
 benefits that apply to your Annuity. See the section entitled "What Happens to
 My Units When There is a Change in Daily Asset-Based Charges?" for a detailed
 discussion of how Units are purchased and redeemed to reflect changes in the
 daily charges that apply to your Annuity.

 Each Valuation Day, we determine the price for a Unit of each Sub-account,
 called the "Unit Price." The Unit Price is used for determining the value of
 transactions involving Units of the Sub-accounts. We determine the number of
 Units involved in any transaction by dividing the dollar value of the
 transaction by the Unit Price of the Sub-account as of the Valuation Day.

 Example
 Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
 allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
 Sub-account. Assume that later, you wish to transfer $3,000 of your Account
 Value out of that Sub-account and into another Sub-account. On the Valuation
 Day you request the transfer, the Unit Price of the original Sub-account has
 increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
 transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
 158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
 Price of $17.83. You would then have 168.255 Units of the new Sub-account.

 HOW DO YOU VALUE FIXED ALLOCATIONS?
 During the Guarantee Period, we use the concept of an Interim Value. The
 Interim Value can be calculated on any day and is equal to the initial value
 allocated to a Fixed Allocation plus all interest credited to a Fixed
 Allocation as of the date calculated. The Interim Value does not include the
 impact of any Market Value Adjustment. If you made any transfers or
 withdrawals from a Fixed Allocation, the Interim Value will reflect the
 withdrawal of those amounts and any interest credited to those amounts before
 they were withdrawn. To determine the Account Value of a Fixed Allocation on
 any day more than 30 days prior to its Maturity Date, we multiply the Account
 Value of the Fixed Allocation times the Market Value Adjustment factor.

 WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?

 Prudential Annuities is generally open to process financial transactions on
 those days that the New York Stock Exchange (NYSE) is open for trading. There
 may be circumstances where the NYSE does not open on a regularly scheduled
 date or time or closes at an earlier time than scheduled (normally 4:00 p.m.
 EST). Generally, financial transactions requested before the close of the NYSE
 which meet our requirements will be processed according to the value next
 determined following the close of business. Financial transactions requested
 on a non-Valuation Day or after the close of the NYSE will be processed based
 on the value next computed on the next Valuation Day. There may be
 circumstances when the opening or closing time of the NYSE is different than
 other major stock exchanges, such as NASDAQ or the American Stock Exchange.
 Under such circumstances, the closing time of the NYSE will be used when
 valuing and processing transactions.


 There may be circumstances where the NYSE is open, however, due to inclement
 weather, natural disaster or other circumstances beyond our control, our
 offices may be closed or our business processing capabilities may be
 restricted. Under those circumstances, your Account Value may fluctuate based
 on changes in the Unit Values, but you may not be able to transfer Account
 Value, or make a purchase or redemption request.

                                      98





 The NYSE is closed on the following nationally recognized holidays: New Year's
 Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial
 Day, Independence Day, Labor Day, Thanksgiving, and Christmas. On those dates,
 we will not process any financial transactions involving purchase or
 redemption orders.


 Prudential Annuities will also not process financial transactions involving
 purchase or redemption orders or transfers on any day that:

..   trading on the NYSE is restricted;
..   an emergency exists making redemption or valuation of securities held in
    the separate account impractical; or
..   the SEC, by order, permits the suspension or postponement for the
    protection of security holders.

 Initial Purchase Payments: We are required to allocate your initial Purchase
 Payment to the Sub-accounts within two (2) Valuation Days after we receive all
 of our requirements at our office to issue an Annuity. If we do not have all
 the required information to allow us to issue your Annuity, we may retain the
 Purchase Payment while we try to reach you or your representative to obtain
 all of our requirements. If we are unable to obtain all of our required
 information within five (5) Valuation Days, we are required to return the
 Purchase Payment to you at that time, unless you specifically consent to our
 retaining the Purchase Payment while we gather the required information. Once
 we obtain the required information, we will invest the Purchase Payment (and
 any associated Credits with respect to Optimum Plus) and issue an Annuity
 within two (2) Valuation Days. With respect to both your initial Purchase
 Payment and any subsequent Purchase Payment that is pending investment in our
 separate account, we may hold the amount temporarily in our general account
 and may earn interest on such amount. You will not be credited with interest
 during that period.

 Additional Purchase Payments: We will apply any additional Purchase Payments
 (and any associated Credit with respect to Optimum Plus) on the Valuation Day
 that we receive the Purchase Payment at our office with satisfactory
 allocation instructions.

 Scheduled Transactions: Scheduled transactions include transfers made in
 connection with dollar cost averaging, the asset allocation program,
 auto-rebalancing, systematic withdrawals, systematic investments, required
 minimum distributions, substantially equal periodic payments under
 Section 72(t) of the Code, or annuity payments. Scheduled transactions are
 processed and valued as of the date they are scheduled, unless the scheduled
 day is not a Valuation Day. In that case, the transaction will be processed
 and valued on the next Valuation Day, unless (with respect to required minimum
 distributions, substantially equal periodic payments under Section 72(t) of
 the Code, systematic withdrawals and annuity payments only), the next
 Valuation Day falls in the subsequent calendar year, in which case the
 transaction will be processed and valued on the prior Valuation Day.

 Unscheduled Transactions: "Unscheduled" transactions include any other
 non-scheduled transfers and requests for Partial Withdrawals or Free
 Withdrawals or Surrenders. Unscheduled transactions are processed and valued
 as of the Valuation Day we receive the request at our Office and have all of
 the required information.

 Medically-Related Surrenders & Death Benefits: Medically-related surrender
 requests and Death Benefit claims require our review and evaluation before
 processing. We price such transactions as of the date we receive at our Office
 all supporting documentation we require for such transactions and that are
 satisfactory to us.

 WHAT HAPPENS TO MY UNITS WHEN THERE IS A CHANGE IN DAILY ASSET-BASED CHARGES?
 Distribution Charge Applicable to Optimum and Optimum Plus: At the end of the
 Period during which the Distribution Charge applies, your Annuity will become
 subject to a different daily asset-based charge. We will process a transaction
 where your Account Value allocated to the Sub-accounts will be used to
 purchase new Units of the Sub-accounts that reflect the Insurance Charge (and
 the charge for any optional benefits you have elected) but not the
 Distribution Charge. The number of Units attributed to your Annuity will be
 decreased and the Unit Price of each unit of the Sub-accounts in which you
 invested will be increased. The adjustment in the number of Units and Unit
 Price will not affect your Account Value. Beginning on that date, your Account
 Value will be determined based on the change in the value of Units that
 reflect the Insurance Charge and any other optional benefits that you have
 elected.

 Termination of Optional Benefits: Except for the Guaranteed Minimum Income
 Benefit, generally the "Combination 5% Roll-up and Highest Anniversary Value
 Death Benefit" and the Highest Daily Value Death Benefit, which cannot be
 terminated by the owner once elected, if any optional benefit terminates, we
 will no longer deduct the charge we apply to purchase the optional benefit.
 Certain optional benefits may be added after you have purchased your Annuity.
 On the date a charge no longer applies or a charge for an optional benefit
 begins to be deducted, your Annuity will become subject to a different daily
 asset-based charge. This change may result in the number of Units attributed
 to your Annuity and the value of those Units being different than it was
 before the change; however, the adjustment in the number of Units and Unit
 Price will not affect your Account Value (although the change in charges that
 are deducted will affect your Account Value).



                                      99




                              TAX CONSIDERATIONS

 The tax considerations associated with an annuity vary depending on whether
 the contract is (i) owned by an individual or non-natural person, and not
 associated with a tax-favored retirement plan, or (ii) held under a
 tax-favored retirement plan. We discuss the tax considerations for these
 categories of contracts below. The discussion is general in nature and
 describes only federal income tax law (not state or other tax laws). It is
 based on current law and interpretations, which may change. The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments. Cost
 basis for a tax-favored retirement plan is provided only in limited
 circumstances, such as for contributions to a Roth IRA or nondeductible IRA
 contributions.

 The discussion includes a description of certain spousal rights under the
 contract, and our administration of such spousal rights and related tax
 reporting accords with our understanding of the Defense of Marriage Act (which
 defines a "marriage" as a legal union between a man and a woman and a "spouse"
 as a person of the opposite sex). Depending on the state in which your annuity
 is issued, we may offer certain spousal benefits to civil union couples. You
 should be aware, however, that federal tax law does not recognize civil
 unions. Therefore, we cannot permit a civil union partner to continue the
 annuity upon the death of the first partner under the annuity's "spousal
 continuance" provision. Civil union couples should consider that limitation
 before selecting a spousal benefit under the annuity.

 NONQUALIFIED ANNUITY CONTRACTS
 In general, as used in this prospectus, a Nonqualified Annuity is owned by an
 individual or non-natural person and is not associated with a tax-favored
 retirement plan.

 Taxes Payable by You
 We believe this annuity is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract. Generally, annuity contracts issued by the same company (and
 affiliates) to you during the same calendar year must be treated as one
 annuity contract for purposes of determining the amount subject to tax under
 the rules described below. Charges for investment advisory fees that are taken
 from the contract are treated as a partial withdrawal from the contract and
 will be reported as such to the contract owner.

 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract should be
 treated for federal income tax purposes as a partial withdrawal from the
 contract. If this were the case, the charge for this benefit could be deemed a
 withdrawal and treated as taxable to the extent there are earnings in the
 contract. Additionally, for owners under age 59 1/2, the taxable income
 attributable to the charge for the benefit could be subject to a tax penalty.
 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 You must commence annuity payments no later than the first day of the calendar
 month next following the maximum Annuity Date for your contract. Please refer
 to your annuity contract for the applicable maximum Annuity Date. For some of
 our contracts, you are able to choose to defer the Annuity Date beyond the
 default Annuity Date described in your contract. However, the IRS may not then
 consider your contract to be an annuity under the tax law.

 Taxes on Withdrawals and Surrender
 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of purchase payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under any of the optional living benefit programs or as a
 systematic payment are taxed under these rules. If you assign or pledge all or
 part of your contract as collateral for a loan, the part assigned generally
 will be treated as a withdrawal. If you transfer your contract for less than
 full consideration, such as by gift, you will also trigger tax on any gain in
 the contract. This rule does not apply if you transfer the contract to your
 spouse or under most circumstances if you transfer the contract incident to
 divorce.

 If you choose to receive payments under an interest payment option, or a
 beneficiary chooses to receive a death benefit under an interest payment
 option, that election will be treated, for tax purposes, as surrendering your
 annuity and will immediately subject any gain in the contract to income tax.

 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the


                                      100




 annuity payment you receive by a fraction, the numerator of which is your
 purchase payments (less any amounts previously received tax-free) and the
 denominator of which is the total expected payments under the contract. After
 the full amount of your purchase payments have been recovered tax-free, the
 full amount of the annuity payments will be taxable. If annuity payments stop
 due to the death of the annuitant before the full amount of your purchase
 payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

 Tax Penalty for Early Withdrawal from a Nonqualified Annuity Contract
 You may owe a 10% tax penalty on the taxable part of distributions received
 from your Nonqualified annuity contract before you attain age 59 1/2. Amounts
 are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   generally the amount paid or received is in the form of substantially equal
    payments not less frequently than annually (please note that substantially
    equal payments must continue until the later of reaching age 59 1/2 or 5
    years and modification of payments during that time period will result in
    retroactive application of the 10% tax penalty); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Special Rules in Relation to Tax-free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code), permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. Partial surrenders may be treated in the same way as tax-free
 1035 exchanges of entire contracts, therefore avoiding current taxation of any
 gains in the contract as well as the 10% tax penalty on pre-age 59 1/2
 withdrawals. The IRS has reserved the right to treat transactions it considers
 abusive as ineligible for this favorable partial 1035 exchange treatment. In
 Revenue Procedure 2008-24, the IRS has indicated that where there is a
 surrender or distribution from either the initial annuity contract or
 receiving annuity contract within 12 months of the date on which the partial
 exchange was completed, the transfer will retroactively be treated as a
 taxable distribution from the initial annuity contract and a contribution to
 the receiving annuity contract. Tax free exchange treatment will be retained
 if the subsequent surrender or distribution would be eligible for an exception
 to the 10% federal income tax penalty, other than the exceptions for
 substantially equal periodic payments or distributions under an immediate
 annuity. It is unclear how the IRS will treat a partial exchange from a life
 insurance, endowment, or annuity contract into an immediate annuity. As of the
 date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 If an annuity is purchased through a tax-free exchange of a life insurance,
 annuity or endowment contract that was purchased prior to August 14, 1982,
 then any purchase payments made to the original contract prior to August 14,
 1982 will be treated as made to the new contract prior to that date.
 Generally, such pre-August 14, 1982 withdrawals are treated as a recovery of
 your investment in the contract first until purchase payments made before
 August 14, 1982 are withdrawn. Moreover, any income allocable to purchase
 payments made before August 14, 1982, is not subject to the 10% tax penalty.

 Taxes Payable by Beneficiaries
 The Death Benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the Death
 Benefit, as determined under federal law, is also included in the owner's
 estate. Generally, the same tax rules described above would also apply to
 amounts received by your beneficiary. Choosing any option other than a lump
 sum Death Benefit may defer taxes. Certain minimum distribution requirements
 apply upon your death, as discussed further below in the Annuity Qualification
 section. Tax consequences to the beneficiary vary depending upon the Death
 Benefit payment option selected. Generally, for payment of the Death Benefit
..   As a lump sum payment: the beneficiary is taxed on gain in the contract.
..   Within 5 years of death of owner: the beneficiary is taxed as amounts are
    withdrawn (in this case gain is treated as being distributed first).
..   Under an annuity or annuity settlement option with distribution beginning
    within one year of the date of death of the owner: the beneficiary is taxed
    on each payment (part will be treated as gain and part as return of
    purchase payments).

 Considerations for Contingent Annuitants
 We may allow the naming of a contingent annuitant when a Nonqualified annuity
 contract is held by a pension plan or a tax favored retirement plan. In such a
 situation, the annuity may no longer qualify for tax deferral where the
 annuity contract continues after the death of the Annuitant.


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 Reporting and Withholding on Distributions
 Taxable amounts distributed from an annuity are subject to federal and state
 income tax reporting and withholding. In general, we will withhold federal
 income tax from the taxable portion of such distribution based on the type of
 distribution. In the case of an annuity or similar periodic payment, we will
 withhold as if you are a married individual with three (3) exemptions unless
 you designate a different withholding status. If no U.S. taxpayer
 identification number is provided, we will automatically withhold using single
 with zero exemptions as the default. In the case of all other distributions,
 we will withhold at a 10% rate. You may generally elect not to have tax
 withheld from your payments. An election out of withholding must be made on
 forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 discussion below regarding withholding rules for a Qualified annuity.

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.

 Entity Owners
 Where a contract is held by a non-natural person (e.g. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is structured so that it is owned by a grantor trust but the
 annuitant is not the grantor, then the contract is required to terminate upon
 the death of the grantor if the grantor pre-deceases the annuitant under
 Section 72(s) of the Code. Under this circumstance, the contract value will be
 paid out to the beneficiary and it is not eligible for the death benefit
 provided under the contract.

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

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

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


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

 Qualified Annuity Contracts
 In general, as used in this prospectus, a Qualified annuity is an annuity
 contract with applicable endorsements for a tax-favored plan or a Nonqualified
 annuity contract held by a tax-favored retirement plan.

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

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

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

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

 Types Of Tax-Favored Plans
 IRAs. If you buy an annuity for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA
 Disclosure Statement" which accompany the prospectus contain information about
 eligibility, contribution limits, tax particulars, and other IRA information.
 In addition to this information (some of which is summarized below), the IRS
 requires that you have a "free look" after making an initial contribution to
 the contract. During this time, you can cancel the annuity by notifying us in
 writing, and we will refund all of the purchase payments under the annuity
 (or, if provided by applicable state law, the amount credited under the
 annuity, if greater), less any applicable federal and state income tax
 withholding.

 Contributions Limits/Rollovers. Subject to the minimum purchase payment
 requirements of an annuity, you may purchase an annuity for an IRA in
 connection with a "rollover" of amounts from a qualified retirement plan, as a
 transfer from another IRA, by making a single contribution consisting of your
 IRA contributions and catch-up contributions, if applicable, attributable to
 the prior year and the current year during the period from January 1 to
 April 15, or as a current year contribution. In 2008 the contribution limit is
 $5,000. After 2008 the contribution amount will be indexed for inflation. The
 tax law also provides for a catch-up provision for individuals who are age 50
 and above, allowing these individuals an additional $1,000 contribution each
 year. The catch-up amount is not indexed for inflation.

 The "rollover" rules under the Code are fairly technical; however, an
 individual (or his or her surviving spouse) may generally "roll over" certain
 distributions from tax favored retirement plans (either directly or within 60
 days from the date of these distributions) if he or she meets the requirements
 for distribution. Once you buy an annuity, you can make regular IRA
 contributions under the annuity (to the extent permitted by law). However, if
 you make such regular IRA contributions, you should note that you will not be
 able to treat the contract as a "conduit IRA," which means that you will not
 retain possible favorable tax treatment if you subsequently "roll over" the
 contract funds originally derived from a qualified retirement plan or TDA into
 another Section 401(a) plan or TDA. In some circumstances, non-spouse
 beneficiaries may directly roll over to an IRA amounts due from qualified
 plans, 403(b) plans, and governmental 457(b) plans.

 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract;


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..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1/st/ of the calendar year after the calendar year you turn age
    70 1/2; and
..   Death and annuity payments must meet "required minimum distribution" rules
    described below.

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

 SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP
 must satisfy the same general requirements described under IRAs (above). There
 are, however, some differences:
..   If you participate in a SEP, you generally do not include in income any
    employer contributions made to the SEP on your behalf up to the lesser of
    (a) $46,000 in 2008 ($45,000 in 2007) or (b) 25% of your taxable
    compensation paid by the contributing employer (not including the
    employer's SEP contribution as compensation for these purposes). However,
    for these purposes, compensation in excess of certain limits established by
    the IRS will not be considered. In 2008, this limit is $230,000 ($225,000
    for 2007);
..   SEPs must satisfy certain participation and nondiscrimination requirements
    not generally applicable to IRAs; and
..   SEPs that contain a salary reduction or "SARSEP" provision prior to 1997
    may permit salary deferrals up to $15,500 in 2008 with the employer making
    these contributions to the SEP. However, no new "salary reduction" or
    "SARSEPs" can be established after 1996. Individuals participating in a
    SARSEP who are age 50 or above by the end of the year will be permitted to
    contribute an additional $5,000 in 2008. These amounts are indexed for
    inflation. These annuities are not available for SARSEPs. You will also be
    provided the same information, and have the same "free look" period, as you
    would have if you purchased the contract for a standard IRA.

 ROTH IRAs. The "Roth IRA Disclosure Statement" contains information about
 eligibility, contribution limits, tax particulars and other Roth IRA
 information. Like standard IRAs, income within a Roth IRA accumulates
 tax-free, and contributions are subject to specific limits. Roth IRAs have,
 however, the following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA.
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 Subject to the minimum purchase payment requirements of an annuity, if you
 meet certain income limitations you may purchase an annuity for a Roth IRA in
 connection with a "rollover" of amounts of another traditional IRA, conduit
 IRA, SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of
 your Roth IRA contributions and catch-up contributions, if applicable,
 attributable to the prior year and the current year during the period from
 January 1 to April 15 of the current year, or with a current contribution. The
 Code permits persons who meet certain income limitations (generally, adjusted
 gross income under $100,000) who are not married filing a separate return and
 who receive certain qualifying distributions from such non-Roth IRAs, to
 directly rollover or make, within 60 days, a "rollover" of all or any part of
 the amount of such distribution to a Roth IRA which they establish. Beginning
 January 2008, an individual receiving an eligible rollover distribution from
 an employer sponsored retirement plan under sections 401(a) or 403(b) of the
 Code can directly roll over contributions to a Roth IRA, subject to the same
 income limits. This conversion triggers current taxation (but is not subject
 to a 10% early distribution penalty). Once an annuity has been purchased,
 regular Roth IRA contributions will be accepted to the extent permitted by
 law. In addition, an individual receiving an eligible rollover distribution
 from a designated Roth account under an employer plan may roll over the
 distribution to a Roth IRA even if the individual is not eligible to make
 regular contributions to a Roth IRA. Until 2010, participants with an adjusted
 gross income greater than $100,000 are not permitted to roll over funds from
 an employer plan, including a Roth 401(k) distribution, to a Roth IRA.

 TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
 Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are either an
 employer or employee of a tax-exempt organization (as defined under Code
 Section 501(c)(3)) or a


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 public educational organization, and you may make contributions to a TDA so
 long as your rights (or your employee's rights) to the annuity are
 nonforfeitable. Contributions to a TDA, and any earnings, are not taxable
 until distribution. You may also make contributions to a TDA under a salary
 reduction agreement, generally up to a maximum of $15,500 in 2008. Individuals
 participating in a TDA who are age 50 or above by the end of the year will be
 permitted to contribute an additional $5,000 in 2008. This amount is indexed
 for inflation. Further, you may roll over TDA amounts to another TDA or an
 IRA. You may also roll over TDA amounts to a qualified retirement plan, a SEP
 and a 457 government plan. A contract may generally only qualify as a TDA if
 distributions of salary deferrals (other than "grandfathered" amounts held as
 of December 31, 1988) may be made only on account of:
..   Your attainment of age 59 1/2;
..   Your severance of employment;
..   Your death;
..   Your total and permanent disability; or
..   Hardship (under limited circumstances, and only related to salary
    deferrals, not including earnings attributable to these amounts).

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

 Final regulations related to 403(b) contracts were issued in 2007. Under these
 final regulations, certain contract exchanges may be accepted only if the
 employer and the issuer have entered into the required information-sharing
 agreements. Such agreements must be in place by January 1, 2009. We do not
 currently accept transfers of funds under 403(b) contracts. Funds can only be
 added to the contract as a current salary deferral under an agreement with
 your employer or as a direct rollover from another employer plan. We intend to
 begin accepting such transfers in the future when we can comply with the new
 regulations.

 Required Minimum Distributions And Payment Options
 If you hold the contract under an IRA (or other tax-favored plan), required
 minimum distribution rules must be satisfied. This means that generally
 payments must start by April 1 of the year after the year you reach age 70 1/2
 and must be made for each year thereafter. For a TDA or a 401(a) plan for
 which the participant is not a greater than 5% owner of the employer, this
 required beginning date can generally be deferred to retirement, if later.
 Roth IRAs are not subject to these rules during the Owner's lifetime. The
 amount of the payment must at least equal the minimum required under the IRS
 rules. Several choices are available for calculating the minimum amount. More
 information on the mechanics of this calculation is available on request.
 Please contact us at a reasonable time before the IRS deadline so that a
 timely distribution is made. Please note that there is a 50% tax penalty on
 the amount of any required minimum distribution not made in a timely manner.

 Required minimum distributions are calculated based on the sum of the account
 value and the actuarial value of any additional death benefits and benefits
 from optional riders that you have purchased under the contract. As a result,
 the required minimum distributions may be larger than if the calculation were
 based on the account value only, which may in turn result in an earlier (but
 not before the required beginning date) distribution of amounts under the
 annuity and an increased amount of taxable income distributed to the annuity
 owner, and a reduction of death benefits and the benefits of any optional
 riders.

 You can use the Minimum Distribution option to satisfy the required minimum
 distribution rules for an annuity without either beginning annuity payments or
 surrendering the annuity. We will distribute to you the required minimum
 distribution amount, less any other partial withdrawals that you made during
 the year. Such amount will be based on the value of the contract as of
 December 31 of the prior year, but is determined without regard to other
 contracts you may own.

 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. If you inherit more than one IRA or more than one Roth IRA
 from the same owner, similar rules apply.

 Required Distributions Upon Your Death for Qualified Annuity Contracts
 Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored
 plan, the designated beneficiary may generally elect to continue the contract
 and receive required minimum distributions under the contract instead of
 receiving the death benefit in a single payment. The available payment options
 will depend on whether you die before the date required minimum distributions
 under the Code were to begin, whether you have named a designated beneficiary
 and whether that beneficiary is your surviving spouse.

..   If you die after a designated beneficiary has been named, the death benefit
    must be distributed by December 31/st/ of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life


                                      105




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

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

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

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

 Tax Penalty For Early Withdrawals From Qualified Annuity Contracts
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA, SEP, Roth IRA, TDA or qualified retirement plan before you attain
 age 59 1/2. Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   generally the amount paid or received is in the form of substantially equal
    payments not less frequently than annually. (Please note that substantially
    equal payments must continue until the later of reaching age 59 1/2 or 5
    years. Modification of payments during that time period will result in
    retroactive application of the 10% tax penalty.)

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Withholding
 We will withhold federal income tax at the rate of 20% for any eligible
 rollover distribution paid by us to or for a plan participant, unless such
 distribution is "directly" rolled over into another qualified plan, IRA
 (including the IRA variations described above), SEP, 457 government plan or
 TDA. An eligible rollover distribution is defined under the tax law as a
 distribution from an employer plan under 401(a), a TDA or a 457 governmental
 plan, excluding any distribution that is part of a series of substantially
 equal payments (at least annually) made over the life expectancy of the
 employee or the joint life expectancies of the employee and his designated
 beneficiary, any distribution made for a specified period of 10 years or more,
 any distribution that is a required minimum distribution and any hardship
 distribution. Regulations also specify certain other items which are not
 considered eligible rollover distributions. For all other distributions,
 unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis:
..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with 3
    exemptions. If no U.S. taxpayer identification number is provided, we will
    automatically withhold using single with zero exemptions as the default; and
..   For all other distributions, we will withhold at a 10% rate.

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


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

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

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

 Spousal Consent Rules For Retirement Plans - Qualified Contracts
 If you are married at the time your payments commence, you may be required by
 federal law to choose an income option that provides survivor annuity income
 to your spouse, unless your spouse waives that right. Similarly, if you are
 married at the time of your death, federal law may require all or a portion of
 the Death Benefit to be paid to your spouse, even if you designated someone
 else as your beneficiary. A brief explanation of the applicable rules follows.
 For more information, consult the terms of your retirement arrangement.

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

 Defined Contribution Plans (including 401(k) Plans and ERISA 403(b)
 Annuities). Spousal consent to a distribution is generally not required. Upon
 your death, your spouse will receive the entire Death Benefit, even if you
 designated someone else as your beneficiary, unless your spouse consents in
 writing to waive this right. Also, if you are married and elect an annuity as
 a periodic income option, federal law requires that you receive a QJSA (as
 described above), unless you and your spouse consent to waive this right.

 IRAs, non-ERISA 403(b) Annuities, and 457 Plans. Spousal consent to a
 distribution usually is not required. Upon your death, any Death Benefit will
 be paid to your designated beneficiary.

 Additional Information
 For additional information about federal tax law requirements applicable to
 IRAs and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
 Statement, as applicable.

 Generation-Skipping Transfers
 If you transfer your contract to a person two or more generations younger than
 you (such as a grandchild or grandniece) or to a person that is more than
 37 1/2 years younger than you, there may be generation-skipping transfer tax
 consequences.



                                      107



                              GENERAL INFORMATION

 HOW WILL I RECEIVE STATEMENTS AND REPORTS?

 We send any statements and reports required by applicable law or regulation to
 you at your last known address of record. You should therefore give us prompt
 notice of any address change. We reserve the right, to the extent permitted by
 law and subject to your prior consent, to provide any prospectus, prospectus
 supplements, confirmations, statements and reports required by applicable law
 or regulation to you through our Internet Website at www.
 prudentialannuities.com or any other electronic means, including diskettes or
 CD ROMs. We send a confirmation statement to you each time a transaction is
 made affecting Account Value, such as making additional Purchase Payments,
 transfers, exchanges or withdrawals. We may also send quarterly statements
 detailing the activity affecting your Annuity during the calendar quarter. We
 may confirm regularly scheduled transactions, including, but not limited to,
 the Annual Maintenance Fee, Systematic Withdrawals (including 72(t) payments
 and required minimum distributions), electronic funds transfers, Dollar Cost
 Averaging, and static rebalancing, in quarterly statements instead of
 confirming them immediately. You should review the information in these
 statements carefully. You may request additional reports. We reserve the right
 to charge up to $50 for each such additional report. We may also send an
 annual report and a semi-annual report containing applicable financial
 statements for the Separate Account and the Portfolios, as of December 31 and
 June 30, respectively, to Owners or, with your prior consent, make such
 documents available electronically through our Internet Website or other
 electronic means.

 WHO IS PRUDENTIAL ANNUITIES?
 Prudential Annuities Life Assurance Corporation, a Prudential Financial
 Company, ("Prudential Annuities") is a stock life insurance company domiciled
 in Connecticut with licenses in all 50 states, the District of Columbia and
 Puerto Rico. Prudential Annuities is a wholly-owned subsidiary of Prudential
 Annuities, Inc. whose ultimate parent is Prudential Financial, Inc. Prudential
 Annuities markets its products to broker-dealers and financial planners
 through an internal field marketing staff. In addition, Prudential Annuities
 markets through and in conjunction with financial institutions such as banks
 that are permitted directly, or through affiliates, to sell annuities.

 Prudential Annuities offers a wide array of annuities, including (1) deferred
 variable annuities that are registered with the SEC, including fixed interest
 rate annuities that are offered as a companion to certain of our variable
 annuities and are registered because of their market value adjustment feature
 and (2) fixed annuities that are not registered with the SEC. In addition,
 Prudential Annuities has in force a relatively small block of variable life
 insurance policies and immediate variable annuities, but it no longer actively
 sells such policies.

 No company other than Prudential Annuities has any legal responsibility to pay
 amounts that it owes under its annuity and variable life insurance contracts.
 However, Prudential Financial exercises significant influence over the
 operations and capital structure of Prudential Annuities.

 Prudential Annuities conducts the bulk of its operations through staff
 employed by it or by affiliated companies within the Prudential Financial
 family. Certain discrete functions have been delegated to non-affiliates that
 could be deemed "service providers" under the Investment Company Act of 1940.
 The entities engaged by Prudential Annuities may change over time. As of
 December 31, 2007, non-affiliated entities that could be deemed service
 providers to Prudential Annuities and/or another insurer within the Prudential
 Annuities business unit consisted of the following: ADP (proxy tabulation
 services) located at 100 Burma Road Jersey City, New Jersey 07305,
 Alliance-One Services Inc. (administration of variable life policies) located
 at 55 Hartland Street East Hartford CT 06108, BISYS Retirement Services
 (qualified plan administrator) located at 200 Dryden Road Dresher, PA 19025,
 Blue Frog Solutions, Inc. (order entry systems provider) located at 555 SW
 12th Ave, Suite 202 Pompano Beach, FL 33069, EBIX Inc. (order-entry system)
 located at 5 Concourse Parkway Suite 3200 Atlanta, GA 30328, Diversified
 Information Technologies Inc. (records management) located at 123 Wyoming Ave
 Scranton, PA 18503, Fosdick Fulfillment Corp. (fulfillment of prospectuses and
 marketing materials) located at 26 Barnes Industrial Park Road North
 Wallingford, CT 06492, Insurance Technologies (annuity illustrations) located
 at Two South Cascade Avenue, Suite 200 Colorado Springs, CO 80903, Lason
 Systems Inc. (contract printing and mailing) located at 1305 Stephenson
 Highway Troy, MI 48083, Morningstar Associates LLC (asset allocation
 recommendations) located at 225 West Wacker Drive Chicago, IL 60606, Pershing
 LLC (order-entry systems provider) located at One Pershing Plaza Jersey City,
 NJ 07399, Personix (printing and fulfillment of confirmations and client
 statements) located at 13100 North Promenade Boulevard Stafford, TX 77477, RR
 Donnelley Receivables Inc. (printing annual reports and prospectuses) located
 at 111 South Wacker Drive Chicago, IL 60606-4301, Stanton Group (qualified
 plan administrator) located at Two Pine Tree Drive Suite 400 Arden Hills, MN
 55112 Attention: Alerus Retirement Solutions, State Street (accumulation unit
 value calculations) located at State Street Financial Center One Lincoln
 Street Boston, Massachusetts 02111, The Harty Press, Inc. (printing and
 fulfillment of marketing materials) located at 25 James Street New Haven, CT
 06513, VG Reed & Sons Inc. (printing and fulfillment of annual reports)
 located at 1002 South 12/th/ Street Louisville, KY 40210, William B. Meyer
 (printing and fulfillment of prospectuses and marketing materials) located at
 255 Long Beach Boulevard Stratford, CT 06615 .


                                      108



 WHAT ARE SEPARATE ACCOUNTS?

 The separate accounts are where Prudential Annuities sets aside and invests
 the assets of some of our annuities. In the accumulation period, assets
 supporting Account Values of the Annuities are held in a separate account
 established under the laws of the State of Connecticut. We are the legal owner
 of assets in the separate accounts. In the payout period, assets supporting
 fixed annuity payments and any adjustable annuity payments we make available
 are held in our general account. Assets supporting variable annuity payment
 options may be invested in our separate accounts. Income, gains and losses
 from assets allocated to these separate accounts are credited to or charged
 against each such separate account without regard to other income, gains or
 losses of Prudential Annuities or of any other of our separate accounts. These
 assets may only be charged with liabilities which arise from the Annuities
 issued by Prudential Annuities. The amount of our obligation in relation to
 allocations to the Sub-accounts is based on the investment performance of such
 Sub-accounts. However, the obligations themselves are our general corporate
 obligations.



 Separate Account B

 During the accumulation period, the assets supporting obligations based on
 allocations to the Sub-accounts are held in Sub-accounts of Prudential
 Annuities Life Assurance Corporation Variable Account B, also referred to as
 "Separate Account B". Separate Account B was established by us pursuant to
 Connecticut law on November 25, 1987. Separate Account B also holds assets of
 other annuities issued by us with values and benefits that vary according to
 the investment performance of Separate Account B. Separate Account B consists
 of multiple Sub-accounts. Each Sub-account invests only in a single mutual
 fund or mutual fund portfolio. The name of each Sub-account generally
 corresponds to the name of the underlying Portfolio. Each Sub-account in
 Separate Account B may have several different Unit Prices to reflect the
 Insurance Charge, Distribution Charge (when applicable) and the charges for
 any optional benefits that are offered under the Annuities issued by us
 through Separate Account B. Separate Account B is registered with the SEC
 under the Investment Company Act of 1940 ("Investment Company Act") as a unit
 investment trust, which is a type of investment company. The SEC does not
 supervise investment policies, management or practices of Separate Account B.


 We reserve the right to make changes to the Sub-accounts available under the
 Annuities as we determine appropriate. We may offer new Sub-accounts,
 eliminate Sub-accounts, or combine Sub-accounts at our sole discretion. We may
 also close Sub-accounts to additional Purchase Payments on existing Annuities
 or close Sub-accounts for Annuities purchased on or after specified dates. We
 may also substitute an underlying mutual fund or portfolio of an underlying
 mutual fund for another underlying mutual fund or portfolio of an underlying
 mutual fund, subject to our receipt of any exemptive relief that we are
 required to obtain under the Investment Company Act. We will notify Owners of
 changes we make to the Sub-accounts available under their Annuity.

 Values and benefits based on allocations to the Sub-accounts will vary with
 the investment performance of the underlying mutual funds or fund portfolios,
 as applicable. We do not guarantee the investment results of any Sub-account.
 Your Account Value allocated to the Sub-accounts may increase or decrease. You
 bear the entire investment risk. There is no assurance that the Account Value
 of your Annuity will equal or be greater than the total of the Purchase
 Payments you make to us.

 Separate Account D

 During the accumulation period, assets supporting our obligations based on
 Fixed Allocations are held in Prudential Annuities Life Assurance Corporation
 Separate Account D, also referred to as "Separate Account D". Such obligations
 are based on the fixed interest rates we credit to Fixed Allocations and the
 terms of the Annuities. These obligations do not depend on the investment
 performance of the assets in Separate Account D. Separate Account D was
 established by us pursuant to Connecticut law.


 There are no units in Separate Account D. The Fixed Allocations are guaranteed
 by our general account. An Annuity Owner who allocates a portion of their
 Account Value to Separate Account D does not participate in the investment
 gain or loss on assets maintained in Separate Account D. Such gain or loss
 accrues solely to us. We retain the risk that the value of the assets in
 Separate Account D may drop below the reserves and other liabilities we must
 maintain. Should the value of the assets in Separate Account D drop below the
 reserve and other liabilities we must maintain in relation to the annuities
 supported by such assets, we will transfer assets from our general account to
 Separate Account D to make up the difference. We have the right to transfer to
 our general account any assets of Separate Account D in excess of such
 reserves and other liabilities. We maintain assets in Separate Account D
 supporting a number of annuities we offer.

 We may employ investment managers to manage the assets maintained in Separate
 Account D. Each manager we employ is responsible for investment management of
 a different portion of Separate Account D. From time to time additional
 investment managers may be employed or investment managers may cease being
 employed. We are under no obligation to employ or continue to employ any
 investment manager(s) and have sole discretion over the investment managers we
 retain. We are not obligated to invest according to specific guidelines or
 strategies except as may be required by Connecticut and other state insurance
 laws.

                                      109



 WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?
 Each underlying mutual fund is registered as an open-end management investment
 company under the Investment Company Act. Shares of the underlying mutual fund
 portfolios are sold to separate accounts of life insurance companies offering
 variable annuity and variable life insurance products. The shares may also be
 sold directly to qualified pension and retirement plans.

 Voting Rights
 We are the legal owner of the shares of the underlying mutual funds in which
 the Sub-accounts invest. However, under SEC rules, you have voting rights in
 relation to Account Value maintained in the Sub-accounts. If an underlying
 mutual fund portfolio requests a vote of shareholders, we will vote our shares
 based on instructions received from Owners with Account Value allocated to
 that Sub-account. Owners have the right to vote an amount equal to the number
 of shares attributable to their contracts. If we do not receive voting
 instructions in relation to certain shares, we will vote those shares in the
 same manner and proportion as the shares for which we have received
 instructions. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. Thus,
 under "mirror voting," it is possible that the votes of a small percentage of
 contractholders who actually vote will determine the ultimate outcome. We will
 furnish those Owners who have Account Value allocated to a Sub-account whose
 underlying mutual fund portfolio has requested a "proxy" vote with proxy
 materials and the necessary forms to provide us with their voting
 instructions. Generally, you will be asked to provide instructions for us to
 vote on matters such as changes in a fundamental investment strategy, adoption
 of a new investment advisory agreement, or matters relating to the structure
 of the underlying mutual fund that require a vote of shareholders.

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

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


 Service Fees Payable to Prudential Annuities
 Prudential Annuities or our affiliates have entered into agreements with the
 investment adviser or distributor of the underlying Portfolios. Under the
 terms of these agreements, Prudential Annuities, or our affiliates may provide
 administrative and support services to the Portfolios for which it receives a
 fee of up to 0.75% (currently) of the average assets allocated to the
 Portfolios under each Annuity from the investment adviser, distributor and/or
 the fund. These agreements may be different for each underlying mutual fund
 whose portfolios are offered as Sub-accounts.


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

                                      110




 During 2007, with regard to amounts that were paid under these kinds of
 arrangements, the amounts ranged from approximately $750 to approximately
 $981,102. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.

 WHO DISTRIBUTES ANNUITIES OFFERED BY PRUDENTIAL ANNUITIES?
 Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
 Prudential Annuities, Inc., is the distributor and principal underwriter of
 the Annuities offered through this prospectus. PAD acts as the distributor of
 a number of annuity and life insurance products, and is the co-distributor of
 the Advanced Series Trust. PAD's principal business address is One Corporate
 Drive, Shelton, Connecticut 06484. PAD is registered as a broker-dealer under
 the Securities Exchange Act of 1934 (Exchange Act), and is a member of the
 Financial Industry Regulatory Authority (FINRA). Each Annuity is offered on a
 continuous basis. PAD enters into distribution agreements with broker-dealers
 who are registered under the Exchange Act and with entities that may offer the
 Annuities but are exempt from registration ("firms"). Applications for each
 Annuity are solicited by registered representatives of those firms. Such
 representatives will also be our appointed insurance agents under state
 insurance law. In addition, PAD may offer the Annuities directly to potential
 purchasers.

 Prudential Annuities sells its annuity products through multiple distribution
 channels, including (1) independent broker-dealer firms and financial
 planners; (2) broker-dealers that are members of the New York Stock Exchange,
 including "wirehouse" and regional broker-dealer firms; and (3) broker-dealers
 affiliated with banks or that specialize in marketing to customers of banks.
 Although we are active in each of those distribution channels, the majority of
 our sales have come from the independent broker-dealer firms and financial
 planners. On June 1, 2006, The Prudential Insurance Company of America, an
 affiliate of Prudential Annuities, acquired the variable annuity business of
 The Allstate Corporation ("Allstate"), which included exclusive access to the
 Allstate affiliated broker-dealer. We began selling variable annuities through
 the Allstate affiliated broker-dealer registered representatives in the third
 quarter of 2006.


 Commissions are paid to firms on sales of the Annuities according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of Purchase Payments made, up to a maximum of
 7.0% for Optimum, 6.0% for Optimum Plus and 5.5% for Optimum Four. Alternative
 compensation schedules are available that provide a lower initial commission
 plus ongoing annual compensation based on all or a portion of the Account
 Value. We may also provide compensation to the distributing firm for providing
 ongoing service to you in relation to your Annuity. Commissions and other
 compensation paid in relation to your Annuity do not result in any additional
 charge to you or to the Separate Account.


 In addition, in an effort to promote the sale of our products (which may
 include the placement of Prudential Annuities and/or the Annuities on a
 preferred or recommended company or product list and/or access to the firm's
 registered representatives), we or PAD may enter into compensation
 arrangements with certain broker-dealer firms (including Linsco/Private
 Ledger, Corp.) with respect to certain or all registered representatives of
 such firms under which such firms may receive separate compensation or
 reimbursement for, among other things, training of sales personnel and/or
 marketing and/or administrative services and/or other services they provide.
 These services may include, but are not limited to: educating customers of the
 firm on the Annuity's features; conducting due diligence and analysis,
 providing office access, operations and systems support; holding seminars
 intended to educate the firm's registered representatives and make them more
 knowledgeable about the Annuities; providing a dedicated marketing
 coordinator; providing priority sales desk support; and providing expedited
 marketing compliance approval. To the extent permitted by FINRA rules and
 other applicable laws and regulations, PAD may pay or allow other promotional
 incentives or payments in the form of cash or non-cash compensation. These
 arrangements may not be offered to all firms and the terms of such
 arrangements may differ between firms. You should note that firms and
 individual registered representatives and branch managers within some firms
 participating in one of these compensation arrangements might receive greater
 compensation for selling the Annuities than for selling a different annuity
 that is not eligible for these compensation arrangements. While compensation
 is generally taken into account as an expense in considering the charges
 applicable to an annuity product, any such compensation will be paid by us or
 PAD and will not result in any additional charge to you. Overall compensation
 paid to the distributing firm does not exceed, based on actuarial assumptions,
 8.5% of the total Purchase Payments made. Your registered representative can
 provide you with more information about the compensation arrangements that
 apply upon the sale of the Annuity. Further information about the firms that
 are part of these compensation arrangements appears in the Statement of
 Additional Information, which is available without charge upon request.

 We or PAD also may compensate third-party vendors, for services that such
 vendors render to broker-dealer firms. To the extent permitted by the FINRA
 rules and other applicable laws and regulations, PAD may pay or allow other
 promotional incentives or payments in the forms of cash or non-cash
 compensation. These arrangements may not be offered to all firms and the terms
 of such arrangements may differ between firms.

 The list below identifies three general types of payments that PAD pays which
 are broadly defined as follows:
   .   Percentage Payments based upon "Assets under Management" or "AUM": This
       type of payment is a percentage payment that is based upon the total
       amount held in all Prudential Annuities products that were sold through
       the firm (or its affiliated broker-dealers).


                                      111




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

 The list below includes the names of the firms (or their affiliated
 broker/dealers) that we are aware (as of December 31, 2007) received payment
 with respect to annuity business during 2007 (or as to which a payment amount
 was accrued during 2007). The firms listed below include payments in
 connection with products issued by Prudential Annuities Life Assurance
 Corporation. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract. During 2007, the least amount paid, and greatest amount paid,
 were $46 and $8,664,735, respectively.

 Name of Firm:




                                                                         
 1717 Capital Management Co.              CFD Investments, Inc.                 GunnAllen Financial, Inc.
 1/st/ Global Capital Corporation         Citigroup Global Markets Inc          GWN Securities, Inc.
 A.G. Edwards & Sons                      City Securities Corporation           H&R Block Financial Advisors, Inc.
 Advantage Capital Corporation            Commonwealth Financial Group          H. Beck, Inc.
 AICPA                                    Commonwealth Financial Network        Hantz Financial Services, Inc.
 AIG Financial Advisors Inc               Contemporary Fin'l Solutions          Harbour Investments, Inc.
 Allegheny Investments LTD.               Crown Capital Securities, L.P.        Hazard & Siegel, Inc.
 Allegiant Securities LLC                 Cumberland Brokerage Corporation      HBW Securities
 Alliance Bernstein                       CUNA Brokerage                        Hornor, Townsend & Kent
 Alliance Financial Group, Inc.           CUSO Financial Services, L.P.         Huntington Investment Services
 Allianz                                  Deutsche                              ICC
 Allstate Financial Srvcs, LLC            EDI Financial                         IFMG Securities, Inc.
 Almax Financial Solutions, LLC           ePlanning Securities, Inc.            IMS Securities, Inc.
 Alternative Wealth Strategies            Equity Services, Inc.                 Independent Financial Group, LLC
 American General Securities, Inc.        Ferris Baker Watts, Inc               Infinex Investments Inc.
 AMERICAN PORTFOLIO FIN SVCS              FFP Securities, Inc.                  ING Financial Advisors, LLC
 INC                                      Financial Network Investments Corp.   ING Financial Partners, LLC
 Ameritas Investment Corp                 Financial Planning Consultants        Institutional Securities Corp.
 Arrowhead Investment Center              Financial West Group                  InterSecurities, Inc.
 Associated Securities                    Fintegra, LLC                         Invest Financial Corporation
 AXA Advisors                             First Allied Securities, Inc.         Investacorp
 BancorpSouth Investment Services, Inc.   First Financial Services              Investment Centers of America
 BB&T Investments                         First Heartland Capital, Inc.         Investment Management Corp
 BCG Securities, Inc.                     First Montauk Securities Corp.        Investment Planners, Inc.
 Benefit Funding Services Group           First Trust Portfolios                Investment Professionals
 Berthel Fisher & Company                 First Western Advisors                Investors Capital Corporation
 Brecek & Young Advisors, Inc.            Foothill Securities, Inc.             Investors Security Co, Inc.
 Broker Dealer Financial                  Fortune Financial Services, Inc.      ISG Equity Sales
 Brookstone Securities, Inc.              Founders Financial Securities         J.W. Cole Financial, Inc.
 Brookstreet Securities Corp.             Fox & Co. Investments, Inc.           Janney Montgomery Scott, LLC.
 Butler Freeman Tally Fn Gp LLC           Freedom Investors Corp.               JB Hanauer
 Cadaret, Grant & Co., Inc.               FSC Securities Corp                   Jefferson Pilot Securities Co.
 Calton & Associates, Inc                 FSIC                                  JJB Hilliard Lyons
 Cambridge Investment Research, Inc.      Garden State Securities, Inc.         Key Investment Services LLC
 Cantella & Co., Inc                      Gary Goldberg & Co.                   KMS FINANCIAL SERVICES, INC
 Capital Analysts                         Geneos Wealth Management, Inc.        Kovack Securities, Inc
 Capital Financial Services               Genworth Financial Securities         Leaders Group Inc.
 Capital Investment Group                 Corporation                           Legacy Advisors, LLC
 Capital One Investments                  Girard Securities, Inc.               Legacy Financial Services, Inc.
 Capital Securities Management            Goldman Sachs Asset Management        Legend Equities Corporation
 Centaurus Financial, Inc.                Great American Advisors, Inc.         Legend Securities, Inc.
- -------------------------------------------------------------------------------------------------------------------



                                      112





                                                                   
 Leonard & Company                   ProEquities, Inc                     SunAmerica Securities
 Lewis Financial Group, L.C.         Prospera Financial Svcs, Inc.        Sunset Financial Services, Inc
 Lincoln Financial Advisors          Pruco Securities                     SWS Financial Services, Inc
 Lincoln Investment Planning         Prudential Annuities                 Synergy Investment Group, LLC
 Linsco Private Ledger Corp          Prudential Financial                 T. Rowe Price Associates
 Lombard Securities Inc.             Prudential Securities Incorporated   TFS Securities, Inc.
 M Holdings Securities, Inc          QA3 Financial Corp.                  The Investment Center, Inc.
 Main Street Securities, LLC         Questar Capital Corporation          Tower Square Securities Inc
 MarketMax                           R. Seelaus & Co., Inc.               Transamerica Financial Advisors
 Medallion Investment Services       Rampart Financial Services Inc       Triad Advisors, Inc.
 MFS                                 Raymond James & Associates           Trustmont Financial Group, Inc.
 Michigan Securities, Inc.           Raymond James Financial Services     UBS Financial Services, Inc.
 MML Investors Services, Inc.        RBC Dain Rauscher                    United Planners Financial Services of
 Money Concepts Capital Corp.        Resource Horizon Group, LLC          America United Securities Alliance, Inc.
 Moors & Cabot, Inc                  Resource Marketing                   USA Financial Securities Corporation
 Morgan Keegan                       Rhodes Securities, Inc.              UVEST Financial Services Group, Inc.
 MTL Equity Products, Inc.           RNR Securities, L.L.C.               Valley National Investments, Inc.
 Multi Financial Securities Corp.    Robert W. Baird & Co., Inc.          Veritrust Financial LLC
 Mutual Service Corporation          Royal Alliance                       VSR Financial Services, Inc.
 Mutual Trust Co. of America Sec     Ryan Beck & Co, Inc.                 Wachovia Bank
 National Planning Corporation       Rydex Distributors Inc               Wachovia Wirehouse
 Neuberger/Berman                    SAIC                                 Wall Street Financial Group
 New England Securities              Sammons Securities                   Walnut Street Securities
 Next Financial Group, Inc.          Saunders Discount Brokerage          Waterstone Financial Group Inc
 NFP Securities, Inc.                Scottsdale Capital Advisors          Waterstone Investor Services
 North Ridge Securities Corp.        Securian Financial Services, Inc.    Webster Investment Services, Inc.
 Oppenheimer & Co, Inc.              Securities America, Inc.             Wellstone Securities, LLC
 Pacific West Securities, Inc.       Securities Service Network           Westcom Financial Services
 Packerland Brokerage Svcs, Inc      Sentra/Spelman                       Wilbanks Securities, Inc.
 Partnervest Securities, Inc.        Sigma Financial Corporation          Williams Financial Group
 Paulson Investment Company, Inc.    Signator Investor, Inc               Woodbury Financial Services, Inc.
 Planmember Securities Corporation   SII Investments, Inc.                World Choice Securities, Inc.
 PNC Investment                      Silver Oaks Securities               World Equity Group, Inc.
 Preferred Financial Group           Stanford Group Company               World Group Securities, Inc.
 Presidential Brokerage              Stifel Nicolaus & Co., Inc.          Worth Financial Group, Inc.
 PrimeVest Financial Services        Summit Brokerage Services, Inc       WRP Investments, Inc.
 Principal Financial Group           Summit Equities, Incorporated        Your Money Matters Brokerage
- -------------------------------------------------------------------------------------------------------------------




 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. Prudential Financial has a
 38% ownership interest in the joint venture, while Wachovia owns the remaining
 62%. Wachovia and Wachovia Securities are key distribution partners for
 certain products of Prudential Financial affiliates, including mutual funds
 and individual annuities that are distributed through their financial
 advisors, bank channel and independent channel. In addition, Wachovia is the
 majority owner and Prudential Financial, indirectly through subsidiaries, is a
 minority owner of Wachovia Securities.


 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 Prudential Annuities publishes annual and quarterly reports that are filed
 with the SEC. These reports contain financial information about Prudential
 Annuities that is annually audited by an independent registered public
 accounting firm. Prudential Annuities' annual report for the year ended
 December 31, 2007, together with subsequent periodic reports that Prudential
 Annuities files with the SEC, are incorporated by reference into this
 prospectus. You can obtain copies, at no cost, of any and all of this
 information, including the Prudential Annuities annual report that is not
 ordinarily mailed to contract owners, the more current reports and any
 subsequently filed documents at no cost by contacting us at Prudential
 Annuities - Variable Annuities; P.O. Box 7960, Philadelphia, PA 19176
 (Telephone: 203-926-1888). The SEC file number for Prudential Annuities is
 33-44202. You may read and copy any filings made by Prudential Annuities with
 the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington,
 D.C. 20549. You can obtain information on the operation of the Public
 Reference Room by calling (202) 551-8090. The SEC maintains an Internet site
 that contains reports, proxy and information statements, and other information
 regarding issuers that file electronically with the SEC at http://www.sec.gov.


                                      113



 FINANCIAL STATEMENTS

 The financial statements of the separate account and Prudential Annuities Life
 Assurance Corporation are included in the Statement of Additional Information.


 HOW TO CONTACT US
 You can contact us by:

..   calling our Customer Service Team at 1-800-752-6342 during our normal
    business hours, Monday through Friday, or our telephone automated response
    system at 1-800-766-4530.
..   writing to us via regular mail at Prudential Annuities - Variable
    Annuities, P.O. Box 7960, Philadelphia, PA 19176 OR for express mail
    Prudential Annuities - Variable Annuities, 2101 Welsh Road, Dresher, PA
    19025. NOTE: Failure to send mail to the proper address may result in a
    delay in our receiving and processing your request.

..   sending an email to customerservice@prudential.com or visiting our Internet
    Website at www. prudentialannuities.com.

..   accessing information about your Annuity through our Internet Website at
    www. prudentialannuities.com.

 You can obtain account information by calling our automated response system
 and at www. prudentialannuities.com, our Internet Website. Our Customer
 Service representatives are also available during business hours to provide
 you with information about your account. You can request certain transactions
 through our telephone voice response system, our Internet Website or through a
 customer service representative. You can provide authorization for a third
 party, including your attorney-in-fact acting pursuant to a power of attorney
 or your Financial Professional, to access your account information and perform
 certain transactions on your account. You will need to complete a form
 provided by us which identifies those transactions that you wish to authorize
 via telephonic and electronic means and whether you wish to authorize a third
 party to perform any such transactions. Please note that unless you tell us
 otherwise, we deem that all transactions that are directed by your Financial
 Professional with respect to your Annuity have been authorized by you. We
 require that you or your representative provide proper identification before
 performing transactions over the telephone or through our Internet Website.
 This may include a Personal Identification Number (PIN) that will be provided
 to you upon issue of your Annuity or you may establish or change your PIN by
 calling our automated response system and at www. prudentialannuities.com, our
 Internet Website. Any third party that you authorize to perform financial
 transactions on your account will be assigned a PIN for your account.


 Transactions requested via telephone are recorded. To the extent permitted by
 law, we will not be responsible for any claims, loss, liability or expense in
 connection with a transaction requested by telephone or other electronic means
 if we acted on such transaction instructions after following reasonable
 procedures to identify those persons authorized to perform transactions on
 your Annuity using verification methods which may include a request for your
 Social Security number, PIN or other form of electronic identification. We may
 be liable for losses due to unauthorized or fraudulent instructions if we did
 not follow such procedures.


 Prudential Annuities does not guarantee access to telephonic, facsimile,
 Internet or any other electronic information or that we will be able to accept
 transaction instructions via such means at all times. Regular and/or express
 mail will be the only means by which we will accept transaction instructions
 when telephonic, facsimile, Internet or any other electronic means are
 unavailable or delayed. Prudential Annuities reserves the right to limit,
 restrict or terminate telephonic, facsimile, Internet or any other electronic
 transaction privileges at any time.


 INDEMNIFICATION
 Insofar as indemnification for liabilities arising under the Securities Act of
 1933 (the "Securities Act") may be permitted to directors, officers or persons
 controlling the registrant pursuant to the foregoing provisions, the
 registrant has been informed that in the opinion of the SEC such
 indemnification is against public policy as expressed in the Securities Act
 and is therefore unenforceable.

 LEGAL PROCEEDINGS

 We are subject to legal and regulatory actions in the ordinary course of our
 businesses, including class action lawsuits. Our pending legal and regulatory
 actions include proceedings specific to us and proceedings generally
 applicable to business practices in the industry in which we operate. We are
 subject to class action lawsuits and other litigation alleging, among other
 things, that we made improper or inadequate disclosures in connection with the
 sale of annuity products or charged excessive or impermissible fees on these
 products, recommended unsuitable products to customers, mishandled customer
 accounts or breached fiduciary duties to customers. We are also subject to
 litigation arising out of our general business activities, such as our
 investments and contracts, and could be exposed to claims or litigation
 concerning certain business or process patents. Regulatory authorities from
 time to time make inquiries and conduct investigations and examinations
 relating particularly to us and our products. In addition, we, along with
 other participants in the business in which we engage, may be subject from
 time to time to investigations, examinations and inquiries, in some cases
 industry-wide, concerning issues or matters upon which such regulators have
 determined to focus. In some of our pending legal and regulatory actions,
 parties are seeking large and/or indeterminate amounts, including punitive or
 exemplary damages. The outcome of a litigation or regulatory matter, and the
 amount or range of potential loss at any particular time, is inherently
 uncertain. The following is a summary of certain pending proceedings.


                                      114




 We have commenced a remediation program to correct errors in the
 administration of approximately 11,000 annuity contracts issued by us. The
 owners of these contracts did not receive notification that the contracts were
 approaching or past their designated annuitization date or default
 annuitization date (both dates referred to as the "contractual annuity date")
 and the contracts were not annuitized at their contractual annuity dates. Some
 of these contracts also were affected by data integrity errors resulting in
 incorrect contractual annuity dates. The lack of notice and the data integrity
 errors, as reflected on the annuities administrative system, all occurred
 before the acquisition of Prudential Annuities by Prudential Financial, Inc.
 (the "Acquisition"). The remediation and administrative costs of the
 remediation program are subject to the indemnification provisions of the
 agreement (the "Acquisition Agreement") pursuant to which Prudential
 Financial, Inc. acquired Prudential Annuities from Skandia Insurance Company
 Ltd. (publ) ("Skandia").

 Commencing in 2003, we received formal requests for information from the SEC
 and the New York Attorney General ("NYAG") relating to market timing in
 variable annuities by us and certain affiliated companies. In connection with
 these investigations, with the approval of Skandia an offer was made by us to
 the authorities investigating our companies, the SEC and NYAG, to settle these
 matters by paying restitution and a civil penalty of $95 million in the
 aggregate. While not assured, we believe these discussions are likely to lead
 to settlements with these authorities by us or our affiliates. Any regulatory
 settlement involving us and certain affiliates would be subject to the
 indemnification provisions of the Acquisition Agreement pursuant to which
 Prudential Financial, Inc. purchased Prudential Annuities and certain
 affiliates in May 2003 from Skandia. If achieved, settlement of the matters
 relating to us and certain affiliates also could involve continuing
 monitoring, changes to and/or supervision of business practices, findings that
 may adversely affect existing or cause additional litigation, adverse
 publicity and other adverse impacts to our businesses.

 During the third quarter of 2004, we identified a system-generated calculation
 error in our annuity contract administration system that existed prior to the
 Acquisition. This error related to the calculation of amounts due to customers
 for certain transactions subject to a market value adjustment upon the
 surrender or transfer of monies out of their annuity contract's fixed
 allocation options. The error resulted in an underpayment to policyholders, as
 well as additional anticipated costs to us associated with remediation,
 breakage and other costs. Our consultants have developed the systems
 functionality to compute remediation amounts and are in the process of running
 the computations on affected contracts. We contacted state insurance
 regulators and commenced Phase I of our outreach to customers on November 12,
 2007. We have advised Skandia that a portion of the remediation and related
 administrative costs are subject to the indemnification provisions of the
 Acquisition Agreement.

 From January 2006 to May 2007, thirty complaints were filed in 17/th/ Judicial
 Circuit Court, Broward County, Florida alleging misrepresentations in the sale
 of annuities against us and in certain of the cases, the two brokers who sold
 the annuities. The complaints allege that the brokers represented that any
 losses in the annuities would be insured or paid by a state guaranty fund and
 purport to state claims of breach of fiduciary duty, negligence, fraud,
 fraudulent inducement, negligent misrepresentation and seek damages in
 unspecified amounts but in excess of $15,000 per case. The matter is subject
 to the indemnification provisions of the Acquisition Agreement.

 Our litigation and regulatory matters are subject to many uncertainties, and
 given their complexity and scope, the outcomes cannot be predicted. It is
 possible that the results of operations or the cash flow of Prudential
 Annuities in a particular quarterly or annual period could be materially
 affected by an ultimate unfavorable resolution of pending litigation and
 regulatory matters depending, in part, upon the results of operations or cash
 flow for such period. In light of the unpredictability of our litigation and
 regulatory matters, it is also possible that in certain cases an ultimate
 unfavorable resolution of one or more pending litigation or regulatory matters
 could have a material adverse effect on our financial position. Management
 believes, however, that, based on information currently known to it, the
 ultimate outcome of all pending litigation and regulatory matters, after
 consideration of applicable reserves and rights to indemnification, is not
 likely to have a material adverse effect on our financial position.

 It should be noted that the judgments, settlements and expenses associated
 with many of these lawsuits, administrative and regulatory matters, and
 contingencies, including certain claims described above, may, in whole or in
 part, after satisfaction of certain retention requirements, fall within
 Skandia's indemnification obligations to Prudential Financial and its
 subsidiaries under the terms of the Acquisition Agreement. Those obligations
 of Skandia provide for indemnification of certain judgments, settlements, and
 costs and expenses associated with lawsuits and other claims against
 Prudential Annuities ("matters"), and apply only to matters, or groups of
 related matters, for which the costs and expenses exceed $25,000 individually.
 Additionally, those obligations only apply to such otherwise indemnifiable
 losses that exceed $10 million in the aggregate, subject to reduction for
 insurance proceeds, certain accruals and any realized tax benefit applicable
 to such amounts, and those obligations do not apply to the extent that such
 aggregate exceeds $1 billion. We are in discussions with Skandia regarding the
 satisfaction of the $10 million deductible.





                                      115



 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
 The following are the contents of the Statement of Additional Information:




 General Information about Prudential Annuities
   Prudential Annuities Life Assurance Corporation
   Prudential Annuities Life Assurance Corporation Variable Account B
   Prudential Annuities Life Assurance Corporation Separate Account D
 Principal Underwriter/Distributor - Prudential Annuities Distributors, Inc.
 How the Unit Price is Determined
 Additional Information on Fixed Allocations
   How We Calculate the Market Value Adjustment
 General Information
   Voting Rights
   Modification
   Deferral of Transactions
   Misstatement of Age or Sex
   Ending the Offer
 Annuitization
 Experts
 Legal Experts
 Financial Statements



                                      116



     APPENDIX A - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B

                           ACCUMULATION UNIT VALUES

 Separate Account B consists of multiple Sub-accounts that are available as
 investment options for the Prudential Annuities' Annuities. Each Sub-account
 invests only in a single mutual fund or mutual fund portfolio. All or some of
 these Sub-accounts are available as investment options for other variable
 annuities we offer pursuant to different prospectuses.

 Unit Prices And Numbers Of Units: The following tables show for each Annuity:
 (a) the historical Unit Price, corresponding to the Annuity features bearing
 the highest and lowest combinations of asset-based charges*, as of the dates
 shown, for Units in each of the Sub-accounts of Separate Account B that are
 being offered pursuant to this Prospectus**; and (b) the number of Units
 outstanding for each such Sub-account as of the dates shown. The period for
 each year begins on January 1 and ends on December 31. Since November 18,
 2002, we have been determining, on a daily basis, multiple Unit Prices for
 each Sub-account of Separate Account B. We compute multiple Unit Prices
 because several of our variable annuities invest in the same Sub-accounts, and
 these annuities deduct varying charges that correspond to each combination of
 the applicable Insurance Charge, Distribution Charge (when applicable) and the
 charges for each optional benefit. Where an asset-based charge corresponding
 to a particular Sub-account within a new annuity product is identical to that
 in the same Sub-account within an existing annuity, the Unit Price for the new
 annuity will be identical to that of the existing annuity. In such cases, we
 will for reference purposes depict, in the condensed financial information for
 the new annuity, Unit Prices of the existing annuity. To the extent a
 Sub-account commenced operations during a particular calendar year, the Unit
 Price as of the end of the period reflects only the partial year results from
 the commencement of operations until December 31st of the applicable year.
 When a Unit Price was first calculated for a particular Sub-account, we set
 the price of that Unit at $10.00 per Unit. Thereafter, Unit Prices vary based
 on market performance. Unit Prices and Units are provided for Sub-accounts
 that commenced operations prior to January 1, 2008.


 *  Note: While a unit price is reflected for the maximum combination of asset
    based charges for each Sub-account, not all Sub-accounts are available if
    you elect certain optional benefits.
 ** The remaining unit values appear in the Statement of Additional
    Information, which you may obtain free of charge by sending in the request
    form at the end of the Prospectus or contacting us at 1-800-752-6342.


                                    Optimum
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2000 to 12/31/2000                                           $8.99             33,897
    1/1/2001 to 12/31/2001                          $8.99            $6.86            136,976
    1/1/2002 to 12/31/2002                          $6.86            $5.53            153,652
    1/1/2003 to 12/31/2003                          $5.53            $7.13            362,254
    1/1/2004 to 12/31/2004                          $7.13            $8.24            553,542
    1/1/2005 to 12/31/2005                          $8.24            $9.04          1,051,557
    1/1/2006 to 12/31/2006                          $9.04           $10.96          1,002,727
    1/1/2007 to 12/31/2007                         $10.96           $11.84            985,495
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2000 to 12/31/2000                                          $18.68              6,782
    1/1/2001 to 12/31/2001                         $18.68           $14.10              5,277
    1/1/2002 to 12/31/2002                         $14.10           $10.35              7,064
    1/1/2003 to 12/31/2003                         $10.35           $14.32          1,166,396
    1/1/2004 to 12/31/2004                         $14.32           $16.42          1,953,908
    1/1/2005 to 12/31/2005                         $16.42           $18.90          2,113,594
    1/1/2006 to 12/31/2006                         $18.90           $22.58          1,664,525
    1/1/2007 to 12/31/2007                         $22.58           $26.55          1,428,930



                                      A-1






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST International Value
    1/1/2000 to 12/31/2000                                    $8.08             20,311
    1/1/2001 to 12/31/2001                   $8.08            $5.41             29,954
    1/1/2002 to 12/31/2002                   $5.41            $4.43             32,967
    1/1/2003 to 12/31/2003                   $4.43            $5.86             91,736
    1/1/2004 to 12/31/2004                   $5.86            $7.01            233,045
    1/1/2005 to 12/31/2005                   $7.01            $7.87            402,497
    1/1/2006 to 12/31/2006                   $7.87            $9.90            593,098
    1/1/2007 to 12/31/2007                   $9.90           $11.52            794,549
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2000 to 12/31/2000                                   $20.25                978
    1/1/2001 to 12/31/2001                  $20.25           $18.70              2,439
    1/1/2002 to 12/31/2002                  $18.70           $12.12              6,331
    1/1/2003 to 12/31/2003                  $12.12           $17.38            145,364
    1/1/2004 to 12/31/2004                  $17.38           $15.97            107,136
    1/1/2005 to 12/31/2005                  $15.97           $16.00            126,824
    1/1/2006 to 12/31/2006                  $16.00           $17.80            111,114
    1/1/2007 to 12/31/2007                  $17.80           $18.83            118,021
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2000 to 12/31/2000                                    $9.17             35,743
    1/1/2001 to 12/31/2001                   $9.17            $6.48             41,602
    1/1/2002 to 12/31/2002                   $6.48            $4.71             44,611
    1/1/2003 to 12/31/2003                   $4.71            $6.86            258,089
    1/1/2004 to 12/31/2004                   $6.86            $7.41            293,384
    1/1/2005 to 12/31/2005                   $7.41            $7.35            267,925
    1/1/2006 to 12/31/2006                   $7.35            $7.82            344,893
    1/1/2007 to 12/31/2007                   $7.82            $9.17            382,635
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2000 to 12/31/2000                                    $9.08                243
    1/1/2001 to 12/31/2001                   $9.08            $7.12             10,912
    1/1/2002 to 12/31/2002                   $7.12            $4.98             25,040
    1/1/2003 to 12/31/2003                   $4.98            $8.33            859,909
    1/1/2004 to 12/31/2004                   $8.33           $10.12          1,169,995
    1/1/2005 to 12/31/2005                  $10.12           $10.94          1,386,930
    1/1/2006 to 12/31/2006                  $10.94           $12.20          1,165,926
    1/1/2007 to 12/31/2007                  $12.20           $13.39          1,078,773
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2000 to 12/31/2000                                   $11.41             15,339
    1/1/2001 to 12/31/2001                  $11.41           $12.06             33,608
    1/1/2002 to 12/31/2002                  $12.06           $10.79             66,744
    1/1/2003 to 12/31/2003                  $10.79           $14.47            962,965
    1/1/2004 to 12/31/2004                  $14.47           $16.64          1,293,786
    1/1/2005 to 12/31/2005                  $16.64           $17.52          1,484,712
    1/1/2006 to 12/31/2006                  $17.52           $20.77          1,198,255
    1/1/2007 to 12/31/2007                  $20.77           $19.36          1,176,566
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2000 to 12/31/2000                                    $7.03              2,473
    1/1/2001 to 12/31/2001                   $7.03            $4.15             17,882
    1/1/2002 to 12/31/2002                   $4.15            $2.98             28,812
    1/1/2003 to 12/31/2003                   $2.98            $3.87          1,535,565
    1/1/2004 to 12/31/2004                   $3.87            $4.44          2,232,502
    1/1/2005 to 12/31/2005                   $4.44            $4.60          2,666,933
    1/1/2006 to 12/31/2006                   $4.60            $4.83          2,231,991
    1/1/2007 to 12/31/2007                   $4.83            $5.69          2,097,846



                                      A-2






                                                                              Number of
                                          Accumulation     Accumulation      Accumulation
                                          Unit Value at    Unit Value at Units Outstanding at
                                       Beginning of Period End of Period    End of Period
                                                                
- ---------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2000 to 12/31/2000                                    $12.13             16,574
    1/1/2001 to 12/31/2001                   $12.13           $11.62             56,219
    1/1/2002 to 12/31/2002                   $11.62           $10.26             69,657
    1/1/2003 to 12/31/2003                   $10.26           $13.82            781,348
    1/1/2004 to 12/31/2004                   $13.82           $16.76          1,116,503
    1/1/2005 to 12/31/2005                   $16.76           $18.55          1,303,740
    1/1/2006 to 12/31/2006                   $18.55           $20.28          1,086,861
    1/1/2007 to 12/31/2007                   $20.28           $20.66            975,347
- ---------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2000 to 12/31/2000                                     $8.46             97,356
    1/1/2001 to 12/31/2001                    $8.46            $7.12            106,762
    1/1/2002 to 12/31/2002                    $7.12            $4.86            106,056
    1/1/2003 to 12/31/2003                    $4.86            $5.93            263,698
    1/1/2004 to 12/31/2004                    $5.93            $6.19            326,194
    1/1/2005 to 12/31/2005                    $6.19            $7.12            512,012
    1/1/2006 to 12/31/2006                    $7.12            $7.43            608,747
    1/1/2007 to 12/31/2007                    $7.43            $7.94            919,355
- ---------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2000 to 12/31/2000                                     $9.68              3,089
    1/1/2001 to 12/31/2001                    $9.68            $7.48             47,656
    1/1/2002 to 12/31/2002                    $7.48            $5.31            112,701
    1/1/2003 to 12/31/2003                    $5.31            $6.44            893,170
    1/1/2004 to 12/31/2004                    $6.44            $7.04            791,823
    1/1/2005 to 12/31/2005                    $7.04            $7.39          1,025,239
    1/1/2006 to 12/31/2006                    $7.39            $8.01            758,550
    1/1/2007 to 12/31/2007                    $8.01            $9.10            686,498
- ---------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2000 to 12/31/2000                                    $10.09            114,992
    1/1/2001 to 12/31/2001                   $10.09            $7.80            182,904
    1/1/2002 to 12/31/2002                    $7.80            $6.50            228,033
    1/1/2003 to 12/31/2003                    $6.50            $8.46          4,075,719
    1/1/2004 to 12/31/2004                    $8.46            $9.67          5,717,404
    1/1/2005 to 12/31/2005                    $9.67           $10.20          7,048,021
    1/1/2006 to 12/31/2006                   $10.20           $10.80          5,983,458
    1/1/2007 to 12/31/2007                   $10.80           $12.26          5,638,342
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2000 to 12/31/2000                                        --                 --
    1/1/2001 to 12/31/2001                                    $10.05             18,453
    1/1/2002 to 12/31/2002                   $10.05            $8.61             82,054
    1/1/2003 to 12/31/2003                    $8.61           $10.91            453,569
    1/1/2004 to 12/31/2004                   $10.91           $12.28            603,508
    1/1/2005 to 12/31/2005                   $12.28           $12.79            635,232
    1/1/2006 to 12/31/2006                   $12.79           $15.33            815,109
    1/1/2007 to 12/31/2007                   $15.33           $14.60            776,427
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2000 to 12/31/2000                                    $10.53             34,439
    1/1/2001 to 12/31/2001                   $10.53           $10.35            205,232
    1/1/2002 to 12/31/2002                   $10.35            $7.84            142,152
    1/1/2003 to 12/31/2003                    $7.84           $10.25          3,076,626
    1/1/2004 to 12/31/2004                   $10.25           $11.24          4,119,501
    1/1/2005 to 12/31/2005                   $11.24           $11.63          5,200,126
    1/1/2006 to 12/31/2006                   $11.63           $13.46          3,863,961
    1/1/2007 to 12/31/2007                   $13.46           $13.98          3,567,122



                                      A-3






                                                                       Number of
                                   Accumulation     Accumulation      Accumulation
                                   Unit Value at    Unit Value at Units Outstanding at
                                Beginning of Period End of Period    End of Period
                                                         
- --------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2000 to 12/31/2000                             $10.32              8,596
    1/1/2001 to 12/31/2001            $10.32            $9.31             44,212
    1/1/2002 to 12/31/2002             $9.31            $7.59             44,419
    1/1/2003 to 12/31/2003             $7.59            $8.99            204,589
    1/1/2004 to 12/31/2004             $8.99           $10.25            417,314
    1/1/2005 to 12/31/2005            $10.25           $10.77            694,885
    1/1/2006 to 12/31/2006            $10.77           $12.60            680,203
    1/1/2007 to 12/31/2007            $12.60           $12.07            680,350
- --------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2000 to 12/31/2000                             $10.70                 --
    1/1/2001 to 12/31/2001            $10.70           $10.84             16,390
    1/1/2002 to 12/31/2002            $10.84           $12.32             36,987
    1/1/2003 to 12/31/2003            $12.32           $13.73            289,862
    1/1/2004 to 12/31/2004            $13.73           $14.73            657,913
    1/1/2005 to 12/31/2005            $14.73           $13.89            938,585
    1/1/2006 to 12/31/2006            $13.89           $14.58            836,914
    1/1/2007 to 12/31/2007            $14.58           $15.79            874,210
- --------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2000 to 12/31/2000                             $10.13                425
    1/1/2001 to 12/31/2001            $10.13           $10.30             16,628
    1/1/2002 to 12/31/2002            $10.30           $10.22             43,077
    1/1/2003 to 12/31/2003            $10.22           $11.98            814,135
    1/1/2004 to 12/31/2004            $11.98           $12.71          1,012,739
    1/1/2005 to 12/31/2005            $12.71           $12.69          1,294,706
    1/1/2006 to 12/31/2006            $12.69           $13.76          1,196,608
    1/1/2007 to 12/31/2007            $13.76           $14.42          1,051,089
- --------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2000 to 12/31/2000                             $10.97             37,918
    1/1/2001 to 12/31/2001            $10.97           $11.80            275,317
    1/1/2002 to 12/31/2002            $11.80           $12.72            362,294
    1/1/2003 to 12/31/2003            $12.72           $13.23          2,301,863
    1/1/2004 to 12/31/2004            $13.23           $13.72          3,074,732
    1/1/2005 to 12/31/2005            $13.72           $13.88          1,924,370
    1/1/2006 to 12/31/2006            $13.88           $14.22          2,004,498
    1/1/2007 to 12/31/2007            $14.22           $15.21          2,344,694
- --------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2000 to 12/31/2000                             $10.59              1,940
    1/1/2001 to 12/31/2001            $10.59           $11.29            112,948
    1/1/2002 to 12/31/2002            $11.29           $10.09             38,260
    1/1/2003 to 12/31/2003            $10.09           $12.08            956,856
    1/1/2004 to 12/31/2004            $12.08           $12.18          2,189,975
    1/1/2005 to 12/31/2005            $12.18           $12.22          2,996,257
    1/1/2006 to 12/31/2006            $12.22           $12.53          2,687,532
    1/1/2007 to 12/31/2007            $12.53           $13.21          2,594,813
- --------------------------------------------------------------------------------------
AST Money Market
    1/1/2000 to 12/31/2000                             $10.32             29,567
    1/1/2001 to 12/31/2001            $10.32           $10.57            179,509
    1/1/2002 to 12/31/2002            $10.57           $10.57            403,604
    1/1/2003 to 12/31/2003            $10.57           $10.51          1,245,396
    1/1/2004 to 12/31/2004            $10.51           $10.46          1,663,940
    1/1/2005 to 12/31/2005            $10.46           $10.62          3,179,376
    1/1/2006 to 12/31/2006            $10.62           $10.96          3,505,960
    1/1/2007 to 12/31/2007            $10.96           $11.36          4,361,361



                                      A-4






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2000 to 12/31/2000                                            --                --
    1/1/2001 to 12/31/2001                                            --                --
    1/1/2002 to 12/31/2002                           --               --                --
    1/1/2003 to 12/31/2003                           --           $10.46            24,847
    1/1/2004 to 12/31/2004                       $10.46           $12.31            62,400
    1/1/2005 to 12/31/2005                       $12.31           $14.10           130,750
    1/1/2006 to 12/31/2006                       $14.10           $17.15           182,002
    1/1/2007 to 12/31/2007                       $17.15           $19.47           167,896
- -------------------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2000 to 12/31/2000                                            --                --
    1/1/2001 to 12/31/2001                                         $9.04                --
    1/1/2002 to 12/31/2002                        $9.04               --                --
    1/1/2003 to 12/31/2003                           --            $9.21            15,743
    1/1/2004 to 12/31/2004                        $9.21            $9.75            26,849
    1/1/2005 to 12/31/2005                        $9.75           $10.00            18,356
    1/1/2006 to 12/31/2006                       $10.00           $10.47            19,700
    1/1/2007 to 12/31/2007                       $10.47           $11.58            38,907
- -------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                    $10.00            $9.98            48,832




 *  Denotes the start date of these sub-accounts.

                                    Optimum
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2000 to 12/31/2000                                              --              --
    1/1/2001 to 12/31/2001                                              --              --
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.57               0
    1/1/2006 to 12/31/2006                         $10.57           $12.64               0
    1/1/2007 to 12/31/2007                         $12.64           $13.47               0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2000 to 12/31/2000                                              --              --
    1/1/2001 to 12/31/2001                                              --              --
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $11.20               0
    1/1/2006 to 12/31/2006                         $11.20           $13.19               0
    1/1/2007 to 12/31/2007                         $13.19           $15.30               0



                                      A-5






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST International Value
    1/1/2000 to 12/31/2000                                       --              --
    1/1/2001 to 12/31/2001                                       --              --
    1/1/2002 to 12/31/2002                                       --              --
    1/1/2003 to 12/31/2003                      --               --              --
    1/1/2004 to 12/31/2004                      --               --              --
    1/1/2005 to 12/31/2005                      --           $10.62               0
    1/1/2006 to 12/31/2006                  $10.62           $13.19               0
    1/1/2007 to 12/31/2007                  $13.19           $15.13               0
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2000 to 12/31/2000                                       --              --
    1/1/2001 to 12/31/2001                                       --              --
    1/1/2002 to 12/31/2002                                       --              --
    1/1/2003 to 12/31/2003                      --               --              --
    1/1/2004 to 12/31/2004                      --               --              --
    1/1/2005 to 12/31/2005                      --           $10.35               0
    1/1/2006 to 12/31/2006                  $10.35           $11.35               0
    1/1/2007 to 12/31/2007                  $11.35           $11.84               0
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2000 to 12/31/2000                                       --              --
    1/1/2001 to 12/31/2001                                       --              --
    1/1/2002 to 12/31/2002                                       --              --
    1/1/2003 to 12/31/2003                      --               --              --
    1/1/2004 to 12/31/2004                      --               --              --
    1/1/2005 to 12/31/2005                      --           $10.23               0
    1/1/2006 to 12/31/2006                  $10.23           $10.74               0
    1/1/2007 to 12/31/2007                  $10.74           $12.41               0
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2000 to 12/31/2000                                       --              --
    1/1/2001 to 12/31/2001                                       --              --
    1/1/2002 to 12/31/2002                                       --              --
    1/1/2003 to 12/31/2003                      --               --              --
    1/1/2004 to 12/31/2004                      --               --              --
    1/1/2005 to 12/31/2005                      --           $10.87               0
    1/1/2006 to 12/31/2006                  $10.87           $11.96               0
    1/1/2007 to 12/31/2007                  $11.96           $12.95               0
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2000 to 12/31/2000                                       --              --
    1/1/2001 to 12/31/2001                                       --              --
    1/1/2002 to 12/31/2002                                       --              --
    1/1/2003 to 12/31/2003                      --               --              --
    1/1/2004 to 12/31/2004                      --               --              --
    1/1/2005 to 12/31/2005                      --           $10.56               0
    1/1/2006 to 12/31/2006                  $10.56           $12.35               0
    1/1/2007 to 12/31/2007                  $12.35           $11.35               0



                                      A-6






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2000 to 12/31/2000                                    --              --
    1/1/2001 to 12/31/2001                                    --              --
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.49               0
    1/1/2006 to 12/31/2006               $10.49           $10.86               0
    1/1/2007 to 12/31/2007               $10.86           $12.63               0
- -----------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2000 to 12/31/2000                                    --              --
    1/1/2001 to 12/31/2001                                    --              --
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.80               0
    1/1/2006 to 12/31/2006               $10.80           $11.65               0
    1/1/2007 to 12/31/2007               $11.65           $11.70               0
- -----------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2000 to 12/31/2000                                    --              --
    1/1/2001 to 12/31/2001                                    --              --
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $12.02               0
    1/1/2006 to 12/31/2006               $12.02           $12.37               0
    1/1/2007 to 12/31/2007               $12.37           $13.04               0
- -----------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2000 to 12/31/2000                                    --              --
    1/1/2001 to 12/31/2001                                    --              --
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.67               0
    1/1/2006 to 12/31/2006               $10.67           $11.40               0
    1/1/2007 to 12/31/2007               $11.40           $12.78               0
- -----------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2000 to 12/31/2000                                    --              --
    1/1/2001 to 12/31/2001                                    --              --
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.82               0
    1/1/2006 to 12/31/2006               $10.82           $11.30               0
    1/1/2007 to 12/31/2007               $11.30           $12.65               0
- -----------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2000 to 12/31/2000                                    --              --
    1/1/2001 to 12/31/2001                                    --              --
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.23               0
    1/1/2006 to 12/31/2006               $10.23           $12.09               0
    1/1/2007 to 12/31/2007               $12.09           $11.36               0



                                      A-7






                                                                              Number of
                                          Accumulation     Accumulation      Accumulation
                                          Unit Value at    Unit Value at Units Outstanding at
                                       Beginning of Period End of Period    End of Period
                                                                
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2000 to 12/31/2000                                        --              --
    1/1/2001 to 12/31/2001                                        --              --
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --           $10.18               0
    1/1/2006 to 12/31/2006                   $10.18           $11.63               0
    1/1/2007 to 12/31/2007                   $11.63           $11.91               0
- ---------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2000 to 12/31/2000                                        --              --
    1/1/2001 to 12/31/2001                                        --              --
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --           $10.47               0
    1/1/2006 to 12/31/2006                   $10.47           $12.08               0
    1/1/2007 to 12/31/2007                   $12.08           $11.42               0
- ---------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2000 to 12/31/2000                                        --              --
    1/1/2001 to 12/31/2001                                        --              --
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.37               0
    1/1/2006 to 12/31/2006                    $9.37            $9.70               0
    1/1/2007 to 12/31/2007                    $9.70           $10.36               0
- ---------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2000 to 12/31/2000                                        --              --
    1/1/2001 to 12/31/2001                                        --              --
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.87               0
    1/1/2006 to 12/31/2006                    $9.87           $10.56               0
    1/1/2007 to 12/31/2007                   $10.56           $10.91               0
- ---------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2000 to 12/31/2000                                        --              --
    1/1/2001 to 12/31/2001                                        --              --
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --           $10.07               0
    1/1/2006 to 12/31/2006                   $10.07           $10.17               0
    1/1/2007 to 12/31/2007                   $10.17           $10.73               0
- ---------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2000 to 12/31/2000                                        --              --
    1/1/2001 to 12/31/2001                                        --              --
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.98               0
    1/1/2006 to 12/31/2006                    $9.98           $10.09               0
    1/1/2007 to 12/31/2007                   $10.09           $10.49               0



                                      A-8






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2000 to 12/31/2000                                            --              --
    1/1/2001 to 12/31/2001                                            --              --
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.02               0
    1/1/2006 to 12/31/2006                       $10.02           $10.21               0
    1/1/2007 to 12/31/2007                       $10.21           $10.43               0
- -------------------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2000 to 12/31/2000                                            --              --
    1/1/2001 to 12/31/2001                                            --              --
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.92               0
    1/1/2006 to 12/31/2006                       $10.92           $13.09               0
    1/1/2007 to 12/31/2007                       $13.09           $14.67               0
- -------------------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2000 to 12/31/2000                                            --              --
    1/1/2001 to 12/31/2001                                            --              --
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.53               0
    1/1/2006 to 12/31/2006                       $10.53           $10.87               0
    1/1/2007 to 12/31/2007                       $10.87           $11.86               0
- -------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                    $10.00            $9.97               0




 *  Denotes the start date of these sub-accounts.

                                  Optimum Four
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                           $8.56          2,569,506
    1/1/2003 to 12/31/2003                          $8.56           $11.00          2,415,394
    1/1/2004 to 12/31/2004                         $11.00           $12.67          3,227,381
    1/1/2005 to 12/31/2005                         $12.67           $13.84          5,621,836
    1/1/2006 to 12/31/2006                         $13.84           $16.71          4,715,269
    1/1/2007 to 12/31/2007                         $16.71           $17.98          4,504,935



                                      A-9






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                    $9.72             835,523
    1/1/2003 to 12/31/2003                   $9.72           $13.39           5,547,558
    1/1/2004 to 12/31/2004                  $13.39           $15.30          11,265,469
    1/1/2005 to 12/31/2005                  $15.30           $17.54          12,141,522
    1/1/2006 to 12/31/2006                  $17.54           $20.87           9,628,446
    1/1/2007 to 12/31/2007                  $20.87           $24.43           8,347,423
- --------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                    $8.19             269,995
    1/1/2003 to 12/31/2003                   $8.19           $10.79           1,201,268
    1/1/2004 to 12/31/2004                  $10.79           $12.84           1,897,469
    1/1/2005 to 12/31/2005                  $12.84           $14.36           2,013,544
    1/1/2006 to 12/31/2006                  $14.36           $18.00           3,305,620
    1/1/2007 to 12/31/2007                  $18.00           $20.85           4,044,519
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                    $6.92           1,970,250
    1/1/2003 to 12/31/2003                   $6.92            $9.89           3,292,593
    1/1/2004 to 12/31/2004                   $9.89            $9.05           2,242,129
    1/1/2005 to 12/31/2005                   $9.05            $9.04           2,134,730
    1/1/2006 to 12/31/2006                   $9.04           $10.01           1,867,490
    1/1/2007 to 12/31/2007                  $10.01           $10.55           1,740,242
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.67             639,695
    1/1/2003 to 12/31/2003                   $7.67           $11.13           1,682,193
    1/1/2004 to 12/31/2004                  $11.13           $11.98           1,618,719
    1/1/2005 to 12/31/2005                  $11.98           $11.83           1,385,430
    1/1/2006 to 12/31/2006                  $11.83           $12.53           1,174,654
    1/1/2007 to 12/31/2007                  $12.53           $14.63           1,215,825
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                    $7.64           1,255,415
    1/1/2003 to 12/31/2003                   $7.64           $12.74           3,085,373
    1/1/2004 to 12/31/2004                  $12.74           $15.42           4,808,453
    1/1/2005 to 12/31/2005                  $15.42           $16.60           5,464,856
    1/1/2006 to 12/31/2006                  $16.60           $18.43           4,641,175
    1/1/2007 to 12/31/2007                  $18.43           $20.16           4,026,646
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                    $9.30           6,141,523
    1/1/2003 to 12/31/2003                   $9.30           $12.42          10,183,346
    1/1/2004 to 12/31/2004                  $12.42           $14.22          10,785,030
    1/1/2005 to 12/31/2005                  $14.22           $14.91          11,285,282
    1/1/2006 to 12/31/2006                  $14.91           $17.61           9,098,178
    1/1/2007 to 12/31/2007                  $17.61           $16.34           8,130,632
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.97           1,273,118
    1/1/2003 to 12/31/2003                   $7.97           $10.31           3,027,057
    1/1/2004 to 12/31/2004                  $10.31           $11.80           4,375,813
    1/1/2005 to 12/31/2005                  $11.80           $12.16           5,391,424
    1/1/2006 to 12/31/2006                  $12.16           $12.71           4,189,111
    1/1/2007 to 12/31/2007                  $12.71           $14.92           3,918,725



                                     A-10






                                                                              Number of
                                          Accumulation     Accumulation      Accumulation
                                          Unit Value at    Unit Value at Units Outstanding at
                                       Beginning of Period End of Period    End of Period
                                                                
- ---------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                     $8.96           5,118,558
    1/1/2003 to 12/31/2003                    $8.96           $12.01           8,530,129
    1/1/2004 to 12/31/2004                   $12.01           $14.51          11,461,684
    1/1/2005 to 12/31/2005                   $14.51           $15.99          12,260,007
    1/1/2006 to 12/31/2006                   $15.99           $17.42           9,574,218
    1/1/2007 to 12/31/2007                   $17.42           $17.67           8,191,847
- ---------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                     $7.46           1,869,353
    1/1/2003 to 12/31/2003                    $7.46            $9.08           2,098,873
    1/1/2004 to 12/31/2004                    $9.08            $9.44           2,378,881
    1/1/2005 to 12/31/2005                    $9.44           $10.81           3,925,740
    1/1/2006 to 12/31/2006                   $10.81           $11.23           4,132,529
    1/1/2007 to 12/31/2007                   $11.23           $11.96           5,137,246
- ---------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                     $7.58           2,930,432
    1/1/2003 to 12/31/2003                    $7.58            $9.16           4,784,269
    1/1/2004 to 12/31/2004                    $9.16            $9.97           4,529,834
    1/1/2005 to 12/31/2005                    $9.97           $10.43           5,915,443
    1/1/2006 to 12/31/2006                   $10.43           $11.25           4,572,301
    1/1/2007 to 12/31/2007                   $11.25           $12.73           3,902,210
- ---------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                     $8.32          10,144,317
    1/1/2003 to 12/31/2003                    $8.32           $10.78          20,138,164
    1/1/2004 to 12/31/2004                   $10.78           $12.26          28,117,310
    1/1/2005 to 12/31/2005                   $12.26           $12.88          32,140,125
    1/1/2006 to 12/31/2006                   $12.88           $13.59          26,497,526
    1/1/2007 to 12/31/2007                   $13.59           $15.36          23,963,028
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                     $8.76           6,005,922
    1/1/2003 to 12/31/2003                    $8.76           $11.06           3,621,862
    1/1/2004 to 12/31/2004                   $11.06           $12.39           4,643,022
    1/1/2005 to 12/31/2005                   $12.39           $12.86           4,311,857
    1/1/2006 to 12/31/2006                   $12.86           $15.34           5,318,094
    1/1/2007 to 12/31/2007                   $15.34           $14.55           4,469,636
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                     $8.06           6,667,373
    1/1/2003 to 12/31/2003                    $8.06           $10.50          21,264,670
    1/1/2004 to 12/31/2004                   $10.50           $11.46          25,850,506
    1/1/2005 to 12/31/2005                   $11.46           $11.81          31,190,346
    1/1/2006 to 12/31/2006                   $11.81           $13.62          23,350,650
    1/1/2007 to 12/31/2007                   $13.62           $14.08          19,997,748
- ---------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                     $8.34           2,110,071
    1/1/2003 to 12/31/2003                    $8.34            $9.83           2,647,064
    1/1/2004 to 12/31/2004                    $9.83           $11.17           3,717,848
    1/1/2005 to 12/31/2005                   $11.17           $11.69           5,245,455
    1/1/2006 to 12/31/2006                   $11.69           $13.62           5,568,043
    1/1/2007 to 12/31/2007                   $13.62           $13.00           4,973,375



                                     A-11






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                        $11.34           1,739,313
    1/1/2003 to 12/31/2003                       $11.34           $12.59           2,962,471
    1/1/2004 to 12/31/2004                       $12.59           $13.45           4,717,822
    1/1/2005 to 12/31/2005                       $13.45           $12.64           6,261,824
    1/1/2006 to 12/31/2006                       $12.64           $13.21           6,093,700
    1/1/2007 to 12/31/2007                       $13.21           $14.24           6,452,566
- -------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                         $9.94           4,146,530
    1/1/2003 to 12/31/2003                        $9.94           $11.61           7,751,236
    1/1/2004 to 12/31/2004                       $11.61           $12.26           8,369,008
    1/1/2005 to 12/31/2005                       $12.26           $12.20          12,427,806
    1/1/2006 to 12/31/2006                       $12.20           $13.17          10,147,675
    1/1/2007 to 12/31/2007                       $13.17           $13.74           8,365,789
- -------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                        $10.57          20,544,075
    1/1/2003 to 12/31/2003                       $10.57           $10.95          26,287,388
    1/1/2004 to 12/31/2004                       $10.95           $11.31          33,208,757
    1/1/2005 to 12/31/2005                       $11.31           $11.40          22,436,395
    1/1/2006 to 12/31/2006                       $11.40           $11.63          21,700,661
    1/1/2007 to 12/31/2007                       $11.63           $12.39          21,645,194
- -------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                        $10.34          11,274,642
    1/1/2003 to 12/31/2003                       $10.34           $10.51          15,242,856
    1/1/2004 to 12/31/2004                       $10.51           $10.55          21,299,789
    1/1/2005 to 12/31/2005                       $10.55           $10.54          28,031,653
    1/1/2006 to 12/31/2006                       $10.54           $10.76          22,394,558
    1/1/2007 to 12/31/2007                       $10.76           $11.31          20,392,150
- -------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                         $9.96          36,255,772
    1/1/2003 to 12/31/2003                        $9.96            $9.86          32,730,501
    1/1/2004 to 12/31/2004                        $9.86            $9.78          29,870,585
    1/1/2005 to 12/31/2005                        $9.78            $9.88          42,442,274
    1/1/2006 to 12/31/2006                        $9.88           $10.16          46,325,237
    1/1/2007 to 12/31/2007                       $10.16           $10.48          56,111,128
- -------------------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                         $8.15             113,389
    1/1/2003 to 12/31/2003                        $8.15           $11.65             189,143
    1/1/2004 to 12/31/2004                       $11.65           $13.66             414,631
    1/1/2005 to 12/31/2005                       $13.66           $15.59             689,816
    1/1/2006 to 12/31/2006                       $15.59           $18.88           1,081,552
    1/1/2007 to 12/31/2007                       $18.88           $21.35           1,401,663
- -------------------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                         $7.78              39,943
    1/1/2003 to 12/31/2003                        $7.78           $10.71             404,789
    1/1/2004 to 12/31/2004                       $10.71           $11.29             570,123
    1/1/2005 to 12/31/2005                       $11.29           $11.53             281,775
    1/1/2006 to 12/31/2006                       $11.53           $12.03             241,307
    1/1/2007 to 12/31/2007                       $12.03           $13.24             249,298
- -------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                    $10.00            $9.98             213,630




 *  Denotes the start date of these sub-accounts.


                                     A-12




                                  Optimum Four
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                 ACCUMULATION UNIT VALUES: With LT5, HDV & EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.53               0
    1/1/2006 to 12/31/2006                         $10.53           $12.55               0
    1/1/2007 to 12/31/2007                         $12.55           $13.32               0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $11.16               0
    1/1/2006 to 12/31/2006                         $11.16           $13.10               0
    1/1/2007 to 12/31/2007                         $13.10           $15.12               0
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.59               0
    1/1/2006 to 12/31/2006                         $10.59           $13.09               0
    1/1/2007 to 12/31/2007                         $13.09           $14.95               0
- ---------------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.31               0
    1/1/2006 to 12/31/2006                         $10.31           $11.27               0
    1/1/2007 to 12/31/2007                         $11.27           $11.71               0
- ---------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.20               0
    1/1/2006 to 12/31/2006                         $10.20           $10.66               0
    1/1/2007 to 12/31/2007                         $10.66           $12.27               0
- ---------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.84               0
    1/1/2006 to 12/31/2006                         $10.84           $11.87               0
    1/1/2007 to 12/31/2007                         $11.87           $12.80               0



                                     A-13






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.53               0
    1/1/2006 to 12/31/2006               $10.53           $12.26               0
    1/1/2007 to 12/31/2007               $12.26           $11.22               0
- -----------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.46               0
    1/1/2006 to 12/31/2006               $10.46           $10.78               0
    1/1/2007 to 12/31/2007               $10.78           $12.48               0
- -----------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.76               0
    1/1/2006 to 12/31/2006               $10.76           $11.56               0
    1/1/2007 to 12/31/2007               $11.56           $11.57               0
- -----------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $11.98               0
    1/1/2006 to 12/31/2006               $11.98           $12.28               0
    1/1/2007 to 12/31/2007               $12.28           $12.89               0
- -----------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.64               0
    1/1/2006 to 12/31/2006               $10.64           $11.32               0
    1/1/2007 to 12/31/2007               $11.32           $12.63               0
- -----------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.78               0
    1/1/2006 to 12/31/2006               $10.78           $11.21               0
    1/1/2007 to 12/31/2007               $11.21           $12.50               0
- -----------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.20               0
    1/1/2006 to 12/31/2006               $10.20           $12.00               0
    1/1/2007 to 12/31/2007               $12.00           $11.22               0



                                     A-14






                                                                              Number of
                                          Accumulation     Accumulation      Accumulation
                                          Unit Value at    Unit Value at Units Outstanding at
                                       Beginning of Period End of Period    End of Period
                                                                
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --           $10.15               0
    1/1/2006 to 12/31/2006                   $10.15           $11.55               0
    1/1/2007 to 12/31/2007                   $11.55           $11.77               0
- ---------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --           $10.44               0
    1/1/2006 to 12/31/2006                   $10.44           $11.99               0
    1/1/2007 to 12/31/2007                   $11.99           $11.29               0
- ---------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.34               0
    1/1/2006 to 12/31/2006                    $9.34            $9.63               0
    1/1/2007 to 12/31/2007                    $9.63           $10.24               0
- ---------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.84               0
    1/1/2006 to 12/31/2006                    $9.84           $10.48               0
    1/1/2007 to 12/31/2007                   $10.48           $10.78               0
- ---------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --           $10.04               0
    1/1/2006 to 12/31/2006                   $10.04           $10.10               0
    1/1/2007 to 12/31/2007                   $10.10           $10.61               0
- ---------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.94               0
    1/1/2006 to 12/31/2006                    $9.94           $10.01               0
    1/1/2007 to 12/31/2007                   $10.01           $10.37               0
- ---------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                        --              --
    1/1/2003 to 12/31/2003                       --               --              --
    1/1/2004 to 12/31/2004                       --               --              --
    1/1/2005 to 12/31/2005                       --            $9.99               0
    1/1/2006 to 12/31/2006                    $9.99           $10.13               0
    1/1/2007 to 12/31/2007                   $10.13           $10.31               0



                                     A-15






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.88               0
    1/1/2006 to 12/31/2006                       $10.88           $13.00               0
    1/1/2007 to 12/31/2007                       $13.00           $14.50               0
- -------------------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.50               0
    1/1/2006 to 12/31/2006                       $10.50           $10.79               0
    1/1/2007 to 12/31/2007                       $10.79           $11.72               0
- -------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                    $10.00            $9.96               0




 *  Denotes the start date of these sub-accounts.

                                  Optimum Plus
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

              ACCUMULATION UNIT VALUES: With No Optional Benefits





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                           $8.56           2,569,506
    1/1/2003 to 12/31/2003                          $8.56           $11.00           2,415,394
    1/1/2004 to 12/31/2004                         $11.00           $12.67           3,227,381
    1/1/2005 to 12/31/2005                         $12.67           $13.84           5,621,836
    1/1/2006 to 12/31/2006                         $13.84           $16.71           4,715,269
    1/1/2007 to 12/31/2007                         $16.71           $17.98           4,504,935
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                           $9.72             835,523
    1/1/2003 to 12/31/2003                          $9.72           $13.39           5,547,558
    1/1/2004 to 12/31/2004                         $13.39           $15.30          11,265,469
    1/1/2005 to 12/31/2005                         $15.30           $17.54          12,141,522
    1/1/2006 to 12/31/2006                         $17.54           $20.87           9,628,446
    1/1/2007 to 12/31/2007                         $20.87           $24.43           8,347,423
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                           $8.19             269,995
    1/1/2003 to 12/31/2003                          $8.19           $10.79           1,201,268
    1/1/2004 to 12/31/2004                         $10.79           $12.84           1,897,469
    1/1/2005 to 12/31/2005                         $12.84           $14.36           2,013,544
    1/1/2006 to 12/31/2006                         $14.36           $18.00           3,305,620
    1/1/2007 to 12/31/2007                         $18.00           $20.85           4,044,519



                                     A-16






                                                                             Number of
                                         Accumulation     Accumulation      Accumulation
                                         Unit Value at    Unit Value at Units Outstanding at
                                      Beginning of Period End of Period    End of Period
                                                               
- --------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                    $6.92           1,970,250
    1/1/2003 to 12/31/2003                   $6.92            $9.89           3,292,593
    1/1/2004 to 12/31/2004                   $9.89            $9.05           2,242,129
    1/1/2005 to 12/31/2005                   $9.05            $9.04           2,134,730
    1/1/2006 to 12/31/2006                   $9.04           $10.01           1,867,490
    1/1/2007 to 12/31/2007                  $10.01           $10.55           1,740,242
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.67             639,695
    1/1/2003 to 12/31/2003                   $7.67           $11.13           1,682,193
    1/1/2004 to 12/31/2004                  $11.13           $11.98           1,618,719
    1/1/2005 to 12/31/2005                  $11.98           $11.83           1,385,430
    1/1/2006 to 12/31/2006                  $11.83           $12.53           1,174,654
    1/1/2007 to 12/31/2007                  $12.53           $14.63           1,215,825
- --------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                    $7.64           1,255,415
    1/1/2003 to 12/31/2003                   $7.64           $12.74           3,085,373
    1/1/2004 to 12/31/2004                  $12.74           $15.42           4,808,453
    1/1/2005 to 12/31/2005                  $15.42           $16.60           5,464,856
    1/1/2006 to 12/31/2006                  $16.60           $18.43           4,641,175
    1/1/2007 to 12/31/2007                  $18.43           $20.16           4,026,646
- --------------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                    $9.30           6,141,523
    1/1/2003 to 12/31/2003                   $9.30           $12.42          10,183,346
    1/1/2004 to 12/31/2004                  $12.42           $14.22          10,785,030
    1/1/2005 to 12/31/2005                  $14.22           $14.91          11,285,282
    1/1/2006 to 12/31/2006                  $14.91           $17.61           9,098,178
    1/1/2007 to 12/31/2007                  $17.61           $16.34           8,130,632
- --------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.97           1,273,118
    1/1/2003 to 12/31/2003                   $7.97           $10.31           3,027,057
    1/1/2004 to 12/31/2004                  $10.31           $11.80           4,375,813
    1/1/2005 to 12/31/2005                  $11.80           $12.16           5,391,424
    1/1/2006 to 12/31/2006                  $12.16           $12.71           4,189,111
    1/1/2007 to 12/31/2007                  $12.71           $14.92           3,918,725
- --------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                    $8.96           5,118,558
    1/1/2003 to 12/31/2003                   $8.96           $12.01           8,530,129
    1/1/2004 to 12/31/2004                  $12.01           $14.51          11,461,684
    1/1/2005 to 12/31/2005                  $14.51           $15.99          12,260,007
    1/1/2006 to 12/31/2006                  $15.99           $17.42           9,574,218
    1/1/2007 to 12/31/2007                  $17.42           $17.67           8,191,847
- --------------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                    $7.46           1,869,353
    1/1/2003 to 12/31/2003                   $7.46            $9.08           2,098,873
    1/1/2004 to 12/31/2004                   $9.08            $9.44           2,378,881
    1/1/2005 to 12/31/2005                   $9.44           $10.81           3,925,740
    1/1/2006 to 12/31/2006                  $10.81           $11.23           4,132,529
    1/1/2007 to 12/31/2007                  $11.23           $11.96           5,137,246



                                     A-17






                                                                              Number of
                                          Accumulation     Accumulation      Accumulation
                                          Unit Value at    Unit Value at Units Outstanding at
                                       Beginning of Period End of Period    End of Period
                                                                
- ---------------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                     $7.58           2,930,432
    1/1/2003 to 12/31/2003                    $7.58            $9.16           4,784,269
    1/1/2004 to 12/31/2004                    $9.16            $9.97           4,529,834
    1/1/2005 to 12/31/2005                    $9.97           $10.43           5,915,443
    1/1/2006 to 12/31/2006                   $10.43           $11.25           4,572,301
    1/1/2007 to 12/31/2007                   $11.25           $12.73           3,902,210
- ---------------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                     $8.32          10,144,317
    1/1/2003 to 12/31/2003                    $8.32           $10.78          20,138,164
    1/1/2004 to 12/31/2004                   $10.78           $12.26          28,117,310
    1/1/2005 to 12/31/2005                   $12.26           $12.88          32,140,125
    1/1/2006 to 12/31/2006                   $12.88           $13.59          26,497,526
    1/1/2007 to 12/31/2007                   $13.59           $15.36          23,963,028
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                     $8.76           6,005,922
    1/1/2003 to 12/31/2003                    $8.76           $11.06           3,621,862
    1/1/2004 to 12/31/2004                   $11.06           $12.39           4,643,022
    1/1/2005 to 12/31/2005                   $12.39           $12.86           4,311,857
    1/1/2006 to 12/31/2006                   $12.86           $15.34           5,318,094
    1/1/2007 to 12/31/2007                   $15.34           $14.55           4,469,636
- ---------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                     $8.06           6,667,373
    1/1/2003 to 12/31/2003                    $8.06           $10.50          21,264,670
    1/1/2004 to 12/31/2004                   $10.50           $11.46          25,850,506
    1/1/2005 to 12/31/2005                   $11.46           $11.81          31,190,346
    1/1/2006 to 12/31/2006                   $11.81           $13.62          23,350,650
    1/1/2007 to 12/31/2007                   $13.62           $14.08          19,997,748
- ---------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                     $8.34           2,110,071
    1/1/2003 to 12/31/2003                    $8.34            $9.83           2,647,064
    1/1/2004 to 12/31/2004                    $9.83           $11.17           3,717,848
    1/1/2005 to 12/31/2005                   $11.17           $11.69           5,245,455
    1/1/2006 to 12/31/2006                   $11.69           $13.62           5,568,043
    1/1/2007 to 12/31/2007                   $13.62           $13.00           4,973,375
- ---------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                    $11.34           1,739,313
    1/1/2003 to 12/31/2003                   $11.34           $12.59           2,962,471
    1/1/2004 to 12/31/2004                   $12.59           $13.45           4,717,822
    1/1/2005 to 12/31/2005                   $13.45           $12.64           6,261,824
    1/1/2006 to 12/31/2006                   $12.64           $13.21           6,093,700
    1/1/2007 to 12/31/2007                   $13.21           $14.24           6,452,566
- ---------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                     $9.94           4,146,530
    1/1/2003 to 12/31/2003                    $9.94           $11.61           7,751,236
    1/1/2004 to 12/31/2004                   $11.61           $12.26           8,369,008
    1/1/2005 to 12/31/2005                   $12.26           $12.20          12,427,806
    1/1/2006 to 12/31/2006                   $12.20           $13.17          10,147,675
    1/1/2007 to 12/31/2007                   $13.17           $13.74           8,365,789



                                     A-18






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                        $10.57          20,544,075
    1/1/2003 to 12/31/2003                       $10.57           $10.95          26,287,388
    1/1/2004 to 12/31/2004                       $10.95           $11.31          33,208,757
    1/1/2005 to 12/31/2005                       $11.31           $11.40          22,436,395
    1/1/2006 to 12/31/2006                       $11.40           $11.63          21,700,661
    1/1/2007 to 12/31/2007                       $11.63           $12.39          21,645,194
- -------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                        $10.34          11,274,642
    1/1/2003 to 12/31/2003                       $10.34           $10.51          15,242,856
    1/1/2004 to 12/31/2004                       $10.51           $10.55          21,299,789
    1/1/2005 to 12/31/2005                       $10.55           $10.54          28,031,653
    1/1/2006 to 12/31/2006                       $10.54           $10.76          22,394,558
    1/1/2007 to 12/31/2007                       $10.76           $11.31          20,392,150
- -------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                         $9.96          36,255,772
    1/1/2003 to 12/31/2003                        $9.96            $9.86          32,730,501
    1/1/2004 to 12/31/2004                        $9.86            $9.78          29,870,585
    1/1/2005 to 12/31/2005                        $9.78            $9.88          42,442,274
    1/1/2006 to 12/31/2006                        $9.88           $10.16          46,325,237
    1/1/2007 to 12/31/2007                       $10.16           $10.48          56,111,128
- -------------------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                         $8.15             113,389
    1/1/2003 to 12/31/2003                        $8.15           $11.65             189,143
    1/1/2004 to 12/31/2004                       $11.65           $13.66             414,631
    1/1/2005 to 12/31/2005                       $13.66           $15.59             689,816
    1/1/2006 to 12/31/2006                       $15.59           $18.88           1,081,552
    1/1/2007 to 12/31/2007                       $18.88           $21.35           1,401,663
- -------------------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                         $7.78              39,943
    1/1/2003 to 12/31/2003                        $7.78           $10.71             404,789
    1/1/2004 to 12/31/2004                       $10.71           $11.29             570,123
    1/1/2005 to 12/31/2005                       $11.29           $11.53             281,775
    1/1/2006 to 12/31/2006                       $11.53           $12.03             241,307
    1/1/2007 to 12/31/2007                       $12.03           $13.24             249,298
- -------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                    $10.00            $9.98             213,630




 *  Denotes the start date of these sub-accounts.


                                     A-19




                                  Optimum Plus
                Prudential Annuities Life Assurance Corporation
                                   Prospectus

                ACCUMULATION UNIT VALUES: With LT5, HDV, and EBP





                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
AST JP Morgan International Equity Portfolio
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.53               0
    1/1/2006 to 12/31/2006                         $10.53           $12.55               0
    1/1/2007 to 12/31/2007                         $12.55           $13.32               0
- ---------------------------------------------------------------------------------------------------
AST International Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $11.16               0
    1/1/2006 to 12/31/2006                         $11.16           $13.10               0
    1/1/2007 to 12/31/2007                         $13.10           $15.12               0
- ---------------------------------------------------------------------------------------------------
AST International Value
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.59               0
    1/1/2006 to 12/31/2006                         $10.59           $13.09               0
    1/1/2007 to 12/31/2007                         $13.09           $14.95               0
- ---------------------------------------------------------------------------------------------------
AST Small Cap Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.31               0
    1/1/2006 to 12/31/2006                         $10.31           $11.27               0
    1/1/2007 to 12/31/2007                         $11.27           $11.71               0
- ---------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth
 formerly, AST DeAM Small-Cap Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.20               0
    1/1/2006 to 12/31/2006                         $10.20           $10.66               0
    1/1/2007 to 12/31/2007                         $10.66           $12.27               0
- ---------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth
    1/1/2002 to 12/31/2002                                              --              --
    1/1/2003 to 12/31/2003                             --               --              --
    1/1/2004 to 12/31/2004                             --               --              --
    1/1/2005 to 12/31/2005                             --           $10.84               0
    1/1/2006 to 12/31/2006                         $10.84           $11.87               0
    1/1/2007 to 12/31/2007                         $11.87           $12.80               0



                                     A-20






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
AST Small-Cap Value
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.53               0
    1/1/2006 to 12/31/2006               $10.53           $12.26               0
    1/1/2007 to 12/31/2007               $12.26           $11.22               0
- -----------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.46               0
    1/1/2006 to 12/31/2006               $10.46           $10.78               0
    1/1/2007 to 12/31/2007               $10.78           $12.48               0
- -----------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.76               0
    1/1/2006 to 12/31/2006               $10.76           $11.56               0
    1/1/2007 to 12/31/2007               $11.56           $11.57               0
- -----------------------------------------------------------------------------------------
AST T. Rowe Price Large-Cap Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $11.98               0
    1/1/2006 to 12/31/2006               $11.98           $12.28               0
    1/1/2007 to 12/31/2007               $12.28           $12.89               0
- -----------------------------------------------------------------------------------------
AST MFS Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.64               0
    1/1/2006 to 12/31/2006               $10.64           $11.32               0
    1/1/2007 to 12/31/2007               $11.32           $12.63               0
- -----------------------------------------------------------------------------------------
AST Marsico Capital Growth
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.78               0
    1/1/2006 to 12/31/2006               $10.78           $11.21               0
    1/1/2007 to 12/31/2007               $11.21           $12.50               0
- -----------------------------------------------------------------------------------------
AST Alliance Bernstein Core Value
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.20               0
    1/1/2006 to 12/31/2006               $10.20           $12.00               0
    1/1/2007 to 12/31/2007               $12.00           $11.22               0



                                     A-21






                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
AST Alliance Bernstein Growth & Income
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.15               0
    1/1/2006 to 12/31/2006                       $10.15           $11.55               0
    1/1/2007 to 12/31/2007                       $11.55           $11.77               0
- -------------------------------------------------------------------------------------------------
AST Large Cap Value
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.44               0
    1/1/2006 to 12/31/2006                       $10.44           $11.99               0
    1/1/2007 to 12/31/2007                       $11.99           $11.29               0
- -------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --            $9.34               0
    1/1/2006 to 12/31/2006                        $9.34            $9.63               0
    1/1/2007 to 12/31/2007                        $9.63           $10.24               0
- -------------------------------------------------------------------------------------------------
AST Lord Abbett Bond-Debenture
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --            $9.84               0
    1/1/2006 to 12/31/2006                        $9.84           $10.48               0
    1/1/2007 to 12/31/2007                       $10.48           $10.78               0
- -------------------------------------------------------------------------------------------------
AST PIMCO Total Return Bond
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --           $10.04               0
    1/1/2006 to 12/31/2006                       $10.04           $10.10               0
    1/1/2007 to 12/31/2007                       $10.10           $10.61               0
- -------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --            $9.94               0
    1/1/2006 to 12/31/2006                        $9.94           $10.01               0
    1/1/2007 to 12/31/2007                       $10.01           $10.37               0
- -------------------------------------------------------------------------------------------------
AST Money Market
    1/1/2002 to 12/31/2002                                            --              --
    1/1/2003 to 12/31/2003                           --               --              --
    1/1/2004 to 12/31/2004                           --               --              --
    1/1/2005 to 12/31/2005                           --            $9.99               0
    1/1/2006 to 12/31/2006                        $9.99           $10.13               0
    1/1/2007 to 12/31/2007                       $10.13           $10.31               0
- -------------------------------------------------------------------------------------------------
AST Western Asset Core Plus Bond Portfolio
    11/19/2007* to 12/31/2007                    $10.00            $9.96               0




                                     A-22






                                                                          Number of
                                      Accumulation     Accumulation      Accumulation
                                      Unit Value at    Unit Value at Units Outstanding at
                                   Beginning of Period End of Period    End of Period
                                                            
- -----------------------------------------------------------------------------------------
Evergreen VA--International Equity
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.88               0
    1/1/2006 to 12/31/2006               $10.88           $13.00               0
    1/1/2007 to 12/31/2007               $13.00           $14.50               0
- -----------------------------------------------------------------------------------------
Evergreen VA--Omega
    1/1/2002 to 12/31/2002                                    --              --
    1/1/2003 to 12/31/2003                   --               --              --
    1/1/2004 to 12/31/2004                   --               --              --
    1/1/2005 to 12/31/2005                   --           $10.50               0
    1/1/2006 to 12/31/2006               $10.50           $10.79               0
    1/1/2007 to 12/31/2007               $10.79           $11.72               0




                                     A-23



              APPENDIX B - CALCULATION OF OPTIONAL DEATH BENEFITS

 Examples of Enhanced Beneficiary Protection Optional Death Benefit Calculation
 The following are examples of how the Enhanced Beneficiary Protection Optional
 Death Benefit is calculated. Each example assumes that a $50,000 initial
 Purchase Payment is made. Each example assumes that there is one Owner who is
 age 50 on the Issue Date and that all Account Value is maintained in the
 variable investment options. The formula for determining the Enhanced
 Beneficiary Protection Optional Death Benefit is as follows:


                                           
 Growth   =     Account Value of variable       minus     Purchase Payments -
              investment options plus Interim           proportional withdrawals
                Value of Fixed Allocations
                     (no MVA applies)


 Example with market increase
 Assume that the Owner has made no withdrawals and that the Account Value has
 been increasing due to positive market performance. On the date we receive due
 proof of death, the Account Value is $75,000. The basic Death Benefit is
 calculated as Purchase Payments minus proportional withdrawals, or Account
 Value, which ever is greater. Therefore, the basic Death Benefit is equal to
 $75,000. The Enhanced Beneficiary Protection Optional Death Benefit is equal
 to the amount payable under the basic Death Benefit ($75,000) PLUS 40% of the
 "Growth" under the Annuity.


                                                                       
                     Growth                            =                      $75,000 - [$50,000 - $0]
                                                       =                      $25,000

                     Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                       =                      $25,000 * 0.40
                                                       =                      $10,000

                     Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                                       =                      $85,000


 Examples with market decline
 Assume that the Owner has made no withdrawals and that the Account Value has
 been decreasing due to declines in market performance. On the date we receive
 due proof of death, the Account Value is $45,000. The basic Death Benefit is
 calculated as Purchase Payments minus proportional withdrawals, or Account
 Value, which ever is greater. Therefore, the basic Death Benefit is equal to
 $50,000. The Enhanced Beneficiary Protection Optional Death Benefit is equal
 to the amount payable under the basic Death Benefit ($50,000) PLUS the
 "Growth" under the Annuity.


                                                                       
                     Growth                            =                      $45,000 - [$50,000 - $0]
                                                       =                      $-5,000

                     Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                                       NO BENEFIT IS PAYABLE

                     Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                                       =                      $50,000


 In this example you would receive no additional benefit from purchasing the
 Enhanced Beneficiary Protection Optional Death Benefit.

                                      B-1



 Example with market increase and withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 5 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $90,000. The basic Death Benefit is calculated as Purchase
 Payments minus proportional withdrawals, or Account Value, which ever is
 greater. Therefore, the basic Death Benefit is equal to $90,000. The Enhanced
 Beneficiary Protection Optional Death Benefit is equal to the amount payable
 under the basic Death Benefit ($90,000) PLUS 40% of the "Growth" under the
 Annuity.


                                          
         Growth                   =              $90,000 - [$50,000 - ($50,000 * $15,000/$75,000)]
                                  =              $90,000 - [$50,000 - $10,000]
                                  =              $90,000 - $40,000
                                  =              $50,000

         Benefit Payable under Enhanced Beneficiary Protection Optional Death Benefit = 40% of Growth
                                  =              $50,000 * 0.40
                                  =              $20,000

         Benefit Payable under Basic Death Benefit PLUS Enhanced Beneficiary Protection Optional Death Benefit
                                  =              $110,000


 Examples of Highest Anniversary Value Death Benefit Calculation
 The following are examples of how the Highest Anniversary Value Death Benefit
 is calculated. Each example assumes an initial Purchase Payment of $50,000.
 Each example assumes that there is one Owner who is age 70 on the Issue Date
 and that all Account Value is maintained in the variable investment options.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 date we receive due proof of death, the Account Value is $75,000; however, the
 Anniversary Value on the 5/th/ anniversary of the Issue Date was $90,000.
 Assume as well that the Owner has died before the Death Benefit Target Date.
 The Death Benefit is equal to the greater of the Highest Anniversary Value or
 the basic Death Benefit. The Death Benefit would be the Highest Anniversary
 Value ($90,000) because it is greater than the amount that would have been
 payable under the basic Death Benefit ($75,000).

 Example with withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 7 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $80,000; however, the Anniversary Value on the 5/th/
 anniversary of the Issue Date was $90,000. Assume as well that the Owner has
 died before the Death Benefit Target Date. The Death Benefit is equal to the
 greater of the Highest Anniversary Value or the basic Death Benefit.


              
                 =   $90,000 - [$90,000 * $15,000/$75,000]
                 =   $90,000 - $18,000
                 =   $72,000

       Basic     =   max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
       Death
       Benefit
                 =   max [$80,000, $40,000]
                 =   $80,000

       The Death Benefit therefore is $80,000.


                                      B-2



 Example with death after Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals had been made prior to the
 Death Benefit Target Date. Further assume that the Owner dies after the Death
 Benefit Target Date, when the Account Value is $75,000. The Highest
 Anniversary Value on the Death Benefit Target Date was $80,000; however,
 following the Death Benefit Target Date, the Owner made a Purchase Payment of
 $15,000 and later had taken a withdrawal of $5,000 when the Account Value was
 $70,000. The Death Benefit is equal to the greater of the Highest Anniversary
 Value plus Purchase Payments minus proportional withdrawals after the Death
 Benefit Target Date or the basic Death Benefit.


                          
 Highest Anniversary Value   =   $80,000 + $15,000 - [($ 80,000 + $15,000) * $5,000/$70,000]
                             =   $80,000 + $15,000 - $6,786
                             =   $88,214

 Basic Death Benefit         =   max [$75,000, ($50,000 + $15,000) - {($50,000 + $15,000) * $5,000/$70,000}]
                             =   max [$75,000, $60,357]
                             =   $75,000

 The Death Benefit therefore is $88,214.


 Examples of Combination 5% Roll-up and Highest Anniversary Value Death Benefit
 Calculation
 The following are examples of how the Combination 5% Roll-Up and Highest
 Anniversary Value Death Benefit are calculated. Each example assumes an
 initial Purchase Payment of $50,000. Each example assumes that there is one
 Owner who is age 70 on the Issue Date and that all Account Value is maintained
 in the variable investment options.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 7/th/ anniversary of the Issue Date we receive due proof of death, at which
 time the Account Value is $75,000; however, the Anniversary Value on the 5/th/
 anniversary of the Issue Date was $90,000. Assume as well that the Owner has
 died before the Death Benefit Target Date. The Roll-Up Value is equal to
 initial Purchase Payment accumulated at 5% for 6 years, or $67,005. The Death
 Benefit is equal to the greatest of the Roll-Up Value, Highest Anniversary
 Value or the basic Death Benefit. The Death Benefit would be the Highest
 Anniversary Value ($90,000) because it is greater than both the Roll-Up Value
 ($67,005) and the amount that would have been payable under the basic Death
 Benefit ($75,000).

 Example with withdrawals
 Assume that the Owner made a withdrawal of $5,000 on the 6/th/ anniversary of
 the Issue Date when the Account Value was $45,000. The Roll-Up Value on the
 6/th/ anniversary of the Issue Date is equal to initial Purchase Payment
 accumulated at 5% for 6 years, or $67,005. The 5% Dollar-for-Dollar Withdrawal
 Limit for the 7/th/ annuity year is equal to 5% of the Roll-Up Value as of the
 6/th/ anniversary of the Issue Date, or $3,350. Therefore, the remaining
 $1,650 of the withdrawal results in a proportional reduction to the Roll-Up
 Value. On the 7/th/ anniversary of the Issue Date we receive due proof of
 death, at which time the Account Value is $43,000; however, the Anniversary
 Value on the 2nd anniversary of the Issue Date was $70,000. Assume as well
 that the Owner has died before the Death Benefit Target Date. The Death
 Benefit is equal to the greatest of the Roll-Up Value, Highest Anniversary
 Value or the basic Death Benefit.


                          
 Roll-Up Value               =   {(67,005 - $3,350) - [($67,005 - $3,350) * $1,650/($45,000 - $3,350)]} * 1.05
                             =   ($63,655 - $2,522) * 1.05
                             =   $64,190

 Highest Anniversary Value   =   $70,000 - [$70,000 * $5,000/$45,000]
                             =   $70,000 - $7,778
                             =   $62,222

 Basic Death Benefit         =   max [$43,000, $50,000 - ($50,000 * $5,000/$45,000)]
                             =   max [$43,000, $44,444]
                             =   $44,444

 The Death Benefit therefore is $64,190.


                                      B-3



 Example with death after Death Benefit Target Date
 Assume that the Owner has not made any withdrawals prior to the Death Benefit
 Target Date. Further assume that the Owner dies after the Death Benefit Target
 Date, when the Account Value is $75,000. The Roll-Up Value on the Death
 Benefit Target Date (the contract anniversary on or following the Owner's
 80/th/ birthday) is equal to initial Purchase Payment accumulated at 5% for 10
 years, or $81,445. The Highest Anniversary Value on the Death Benefit Target
 Date was $85,000; however, following the Death Benefit Target Date, the Owner
 made a Purchase Payment of $15,000 and later had taken a withdrawal of $5,000
 when the Account Value was $70,000. The Death Benefit is equal to the greatest
 of the Roll-Up Value, Highest Anniversary Value or the basic Death Benefit as
 of the Death Benefit Target Date; each increased by subsequent Purchase
 Payments and reduced proportionally for subsequent withdrawals.


                          
 Roll-Up Value               =   $81,445 + $15,000 - [($81,445 + 15,000) * $5,000/$70,000]
                             =   $81,445 + $15,000 - $6,889
                             =   $89,556

 Highest Anniversary Value   =   $85,000 + $15,000 - [($85,000 + 15,000) * $5,000/$70,000]
                             =   $85,000 + $15,000 - $7,143
                             =   $92,857

 Basic Death Benefit         =   max [$75,000, $50,000 + $15,000 - {(50,000 + $15,000) * $5,000/$70,000}]
                             =   max [$75,000, $60,357]
                             =   $75,000

 The Death Benefit therefore is $92,857.


 Examples of Highest Daily Value Death Benefit Calculation
 The following are examples of how the HDV Death Benefit is calculated. Each
 example assumes an initial Purchase Payment of $50,000. Each example assumes
 that there is one Owner who is age 70 on the Issue Date.

 Example with market increase and death before Death Benefit Target Date
 Assume that the Owner's Account Value has generally been increasing due to
 positive market performance and that no withdrawals have been made. On the
 date we receive due proof of death, the Account Value is $75,000; however, the
 Highest Daily Value was $90,000. Assume as well that the Owner has died before
 the Death Benefit Target Date. The Death Benefit is equal to the greater of
 the Highest Daily Value or the basic Death Benefit. The Death Benefit would be
 the HDV ($90,000) because it is greater than the amount that would have been
 payable under the basic Death Benefit ($75,000).

 Example with withdrawals
 Assume that the Account Value has been increasing due to positive market
 performance and the Owner made a withdrawal of $15,000 in Annuity Year 7 when
 the Account Value was $75,000. On the date we receive due proof of death, the
 Account Value is $80,000; however, the Highest Daily Value ($90,000) was
 attained during the fifth Annuity Year. Assume as well that the Owner has died
 before the Death Benefit Target Date. The Death Benefit is equal to the
 greater of the Highest Daily Value (proportionally reduced by the subsequent
 withdrawal) or the basic Death Benefit.


                    
 Highest Daily Value   =   $90,000 - [$90,000 * $15,000/$75,000]
                       =   $90,000 - $18,000
                       =   $72,000

 Basic Death Benefit   =   max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                       =   max [$80,000, $40,000]
                       =   $80,000

 The Death Benefit therefore is $80,000.


                                      B-4



       APPENDIX C - ADDITIONAL INFORMATION ON ASSET ALLOCATION PROGRAMS

 PROGRAM RULES
   .   You can elect an asset allocation program provided by Linsco/Private
       Ledger, Corp, ("LPL"), the firm selling the Annuity. Under the program,
       the Sub-accounts for each asset class in each model portfolio are
       designated based on LPL's evaluation of available Sub-accounts. If you
       elect the Highest Daily Lifetime Five Benefit ("HD5"), the Lifetime Five
       Benefit ("LT5"), Spousal Lifetime Five Benefit ("SLT5"), the Highest
       Daily Lifetime Seven Benefit ("HD7"), the Spousal Highest Daily Lifetime
       Seven Benefit ("SHD7") or the Highest Daily Value Death Benefit ("HDV"),
       you must enroll in one of the eligible model portfolios. Asset
       allocation is a sophisticated method of diversification that allocates
       assets among asset classes in order to manage investment risk and
       potentially enhance returns over the long term. However, asset
       allocation does not guarantee a profit or protect against a loss.

   .   Prudential Annuities does not design the program or the models, and it
       is not responsible for the program or the models. Prudential Annuities
       does not provide investment advice and is responsible only for
       administering the model you select.

   .   Please see your program materials for a detailed description of LPL's
       asset allocation program including the available model portfolios. You
       can obtain these materials from your LPL Financial Professional.

 HOW THE ASSET ALLOCATION PROGRAM WORKS
   .   Amounts will automatically be allocated in accordance with the
       percentages and to Sub-accounts indicated for the model portfolio that
       you choose with your LPL Financial Professional. If you allocate your
       Account Value or transfer your Account Value among any Sub-accounts that
       are outside of your model portfolio, we will allocate these amounts
       according to the allocation percentages of the applicable model
       portfolio upon the next rebalancing. You may only choose one model
       portfolio at a time. When you enroll in the asset allocation program and
       upon each rebalance thereafter, 100% of your Account Value allocated to
       the variable Sub-accounts will be allocated to the asset allocation
       program. Any Account Value not invested in the Sub-accounts will not be
       part of the program.

   .   Additional Purchase Payments: Unless otherwise requested, any additional
       Purchase Payments applied to the variable Sub-accounts in the Annuity
       will be allocated to the Sub-accounts according to the allocation
       percentages for the model portfolio you choose. Allocation of additional
       Purchase Payments outside of your model portfolio but into a
       Sub-account, will be reallocated according to the allocation percentages
       of the applicable model portfolio upon the next rebalancing.

   .   Rebalancing Your Model Portfolio: Changes in the value of the
       Sub-account will cause your Account Value allocated to the Sub-accounts
       to vary from the percentage allocations of the model portfolio you
       select. By selecting the asset allocation program, you have directed us
       to periodically (e.g., quarterly) rebalance your Account Value allocated
       to the Sub-accounts in accordance with the percentage allocations
       assigned to each Sub-account within your model portfolio at the time you
       elected the program or as later modified with your consent. Some asset
       allocation programs will only require that a rebalancing occur when the
       percent of your Account Value allocated to the Sub-accounts are outside
       of the acceptable range permitted under such asset allocation program.
       Note - Any Account Value not invested in the Sub-accounts will not be
       affected by any rebalance.

   .   Owner Changes in Choice of Model Portfolio: Generally, you may change
       from the model portfolio that you have elected to any other currently
       available model portfolio at any time. The change will be implemented on
       the date we receive all required information in the manner that is then
       permitted or required. Restrictions and limitations may apply, see LPL
       program materials for details.

 TERMINATION OR MODIFICATION OF THE ASSET ALLOCATION PROGRAM:

   .   You may request to terminate your asset allocation program at any time
       unless you have elected an optional benefit that requires that you
       maintain your Account Value in the asset allocation program. Any
       termination will be effective on the date that Prudential Annuities
       receives your termination request in good order. If you move your
       account from LPL to another firm, and you have elected one of the
       optional benefits mentioned above, then termination of your asset
       allocation program with LPL must coincide with enrollment in a then
       currently available and approved asset allocation program or other
       approved option. LPL reserves the right to terminate or modify the asset
       allocation program at any time. Prudential Annuities reserves the right
       to change the way in which we administer the program and to terminate
       our administration of the program.


 RESTRICTIONS ON ELECTING THE ASSET ALLOCATION:
   .   You cannot participate in auto-rebalancing or a DCA program while
       enrolled in an asset allocation program. Upon election of an asset
       allocation program, Prudential Annuities will automatically terminate
       your enrollment in any auto-rebalancing or DCA program. Finally,
       Systematic Withdrawals can only be made as flat dollar amounts.

                                      C-1



       APPENDIX D - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU


 Prudential Annuities Life Assurance Corporation offers several deferred
 variable annuity products. Each annuity has different features and benefits
 that may be appropriate for you based on your individual financial situation
 and how you intend to use the annuity. Not all of these annuities may be
 available to you, depending on your state of residence and/or the
 broker-dealer through which your annuity was sold. You can verify which of
 these annuities is available to you by speaking to your Financial Professional
 or calling 1-800-752-6342.


 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay to stay in the contract.
 Additionally, differences may exist on various optional benefits such as
 guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity; and the timing thereof;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected,
..   The value of being able to "lock-in" growth in your annuity after the
    initial withdrawal charge period for purposes of calculating the death
    benefit payable from the annuity; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.


 The following chart outlines some of the different features for each sold
 through this prospectus. The availability of optional features, such as those
 noted in the chart, may increase the cost of the annuity. Therefore you should
 carefully consider which features you plan to use when selecting your annuity.
 You should also consider the investment objectives, risks, charges and
 expenses of an investment carefully before investing.


 In addition, the hypothetical illustrations below reflect the account value
 and surrender value of each variable annuity over a variety of holding
 periods. These charts are meant to reflect how your annuities can grow or
 decrease depending on market conditions and the comparable value of each of
 the annuities (which reflects the charges associated with the annuities) under
 the assumptions noted.


 You can compare the costs of each Annuity by examining the section in this
 prospectus entitled "Summary of Contract Fees and Charges". For example,
 Optimum Plus has the highest contingent deferred sales charge ("CDSC") and has
 an Insurance charge/Distribution charge that is as high as the Insurance
 charge of Optimum Four (in Annuity Years 1-10). However, Optimum Plus offers
 purchase credits that the other Annuities do not. Optimum has the lowest
 Insurance Charge in Annuity Years 1-10, but does not offer purchase credits.
 Optimum Four has the same Insurance charge as the Insurance
 charge/Distribution charge of Optimum Plus (in Annuity Years 1-10), and offers
 the shortest CDSC period among the three Annuities. Optimum and Optimum Four
 offer Loyalty credits, whereas Optimum Plus does not offer such credits. As
 you can see, there are trade-offs associated with the costs and benefits
 provided by each of the Annuities. In choosing the Annuity to purchase, you
 should consider which features are most important to you, and whether the
 associated costs offer the greatest value to you.

 Prudential Annuities Annuity Product Comparison Below is a summary of
 Prudential Annuities' sold annuity products through this prospectus offered
 exclusively through Linsco/Private Ledger. You should consider the investment
 objectives, risks, charges and expenses of an investment in any Annuity
 carefully before investing. The prospectus for the Annuities as well as the
 underlying portfolio prospectuses contain this and other information about the
 variable annuities and underlying investment options. Your registered
 Financial Professional can provide you with prospectuses for the Annuities and
 the underlying portfolios and can guide you through Selecting the Variable
 Annuity That's Right for You, and help you decide upon the Annuity that would
 be most advantageous for you given your individual needs. Please read the
 prospectuses carefully before investing.


                                      D-1






                                       Optimum Four                                       Optimum
- ------------------------------------------------------------------------------------------------------------------------
                                                                      
Minimum Investment                     $10,000                                     $1,000
- ------------------------------------------------------------------------------------------------------------------------
Maximum Issue Age                      85                                          80
- ------------------------------------------------------------------------------------------------------------------------
Contingent Deferred Sales              4 Years                                     8 Years
 Charge Schedule                       (8.5%, 8%, 7%, 6%)                          (7.5%, 7%, 6.5%, 6%, 5%, 4%,
                                                                                   3%, 2%)
- ------------------------------------------------------------------------------------------------------------------------
Insurance and Distribution             1.65%                                       1.25% years 1-8;
 Charge                                                                            0.65% years 9+
- ------------------------------------------------------------------------------------------------------------------------
Annual Maintenance Fee                 Lesser of $35 or                            Lesser of $35 or
                                       2% of Account Value*                        2% of Account Value*
- ------------------------------------------------------------------------------------------------------------------------
Contract Credit                        Yes. Generally, we apply a                  Yes. Generally, we apply a
                                       Loyalty Credit to your Annuity's            Loyalty Credit to your Annuity's
                                       Account Value at the end of your            Account Value at the end of your
                                       fifth contract year (i.e., on your          fifth contract year (i.e., on your
                                       fifth Contract Anniversary). The            fifth Contract Anniversary). The
                                       Loyalty Credit is equal to 2.75%            Loyalty Credit is equal to 0.50%
                                       of total Purchase Payments made             of total Purchase Payments made
                                       during the first four contract years        during the first four contract years
                                       less the cumulative amount of               less the cumulative amount of
                                       withdrawals made (including the             withdrawals made (including the
                                       deduction of any CDSC amounts)              deduction of any CDSC amounts)
                                       through the fifth Contract                  through the fifth Contract
                                       Anniversary                                 Anniversary
- ------------------------------------------------------------------------------------------------------------------------
Fixed Allocation (early                Fixed Allocation Available                  Fixed Allocation Available
 withdrawals are subject               (currently offering durations of:           (currently offering durations of:
 to a Market Value                     1,2,3,5,7,10 years)                         1,2,3,5,7,10 years)
 Adjustment)
- ------------------------------------------------------------------------------------------------------------------------
Variable Investment                    See "Investment Options" section            See "Investment Options" section
 Options                               of Prospectus. Not all options              of Prospectus. Not all options
                                       available with certain optional             available with certain optional
                                       benefits.                                   benefits.
- ------------------------------------------------------------------------------------------------------------------------
Basic Death Benefit                    The greater of: Purchase Payments           The greater of: Purchase Payments
                                       less proportional withdrawals or            less proportional withdrawals or
                                       account value (no MVA Applied).             account value (no MVA Applied).



- ------------------------------------------------------------------------------------------------------------------------
Optional Death Benefits                Enhanced Beneficiary Protection             EBP II,
 (for an additional cost)              (EBPII)                                     HDV,
                                       Highest Daily Value (HDV)                   HAV,
                                       Highest Anniversary Value (HAV)             Combo 5% Roll-up/HAV
                                       Combo 5% Roll Up/HAV
- ------------------------------------------------------------------------------------------------------------------------
Living Benefits (for an                GRO/GRO Plus, HD GRO,                       GRO/GRO Plus, HD GRO,
 additional cost)                      GMWB,                                       GMWB,
                                       GMIB,                                       GMIB,
                                       Lifetime Five, Spousal                      Lifetime Five, Spousal
                                       Lifetime Five,                              Lifetime Five,
                                       Highest Daily Lifetime Five,                Highest Daily Lifetime
                                       Highest Daily Lifetime Seven (and           Five, Highest Daily Lifetime
                                       spousal version)                            Seven (and spousal version)
- ------------------------------------------------------------------------------------------------------------------------
Annuity Rewards                        Available after initial withdrawal          Available after initial
                                       period                                      withdrawal period
- ------------------------------------------------------------------------------------------------------------------------





                                       Optimum Plus
- --------------------------------------------------------------------------
                        
Minimum Investment                    $10,000
- --------------------------------------------------------------------------
Maximum Issue Age                     75
- --------------------------------------------------------------------------
Contingent Deferred Sales             10 Years
 Charge Schedule                      (9%, 9%, 8%, 7%, 6%, 5%, 4%,
                                      3%, 2%, 1%)
- --------------------------------------------------------------------------
Insurance and Distribution            1.65% years 1-10;
 Charge                               0.65% years 11+
- --------------------------------------------------------------------------
Annual Maintenance Fee                Lesser of $35 or
                                      2% of Account Value
- --------------------------------------------------------------------------
Contract Credit                       Yes. The amount of the credit
                                      applied to a Purchase Payment is
                                      based on the year the Purchase
                                      Payment is received, for the first 6
                                      years of the contract as follows:
                                      the credit percentages for each
                                      year, starting with the first, are
                                      6.50%, 5.00%, 4.00%, 3.00%,
                                      2.00%, and 1.00%. Recaptured in
                                      certain circumstances



- --------------------------------------------------------------------------
Fixed Allocation (early               Fixed Allocation Available
 withdrawals are subject              (currently offering durations of:
 to a Market Value                    1,2,3,5,7,10 years)
 Adjustment)
- --------------------------------------------------------------------------
Variable Investment                   See "Investment Options" section
 Options                              of Prospectus. Not all options
                                      available with certain optional
                                      benefits.
- --------------------------------------------------------------------------
Basic Death Benefit                   The greater of: Purchase Payments
                                      less proportional withdrawals or
                                      account value (no MVA Applied)
                                      less an amount equal to the credits
                                      applied within the 12 months prior
                                      to date of death.
- --------------------------------------------------------------------------
Optional Death Benefits               EBP II,
 (for an additional cost)             HDV,
                                      HAV,
                                      Combo 5% Roll-up/HAV

- --------------------------------------------------------------------------
Living Benefits (for an               GRO/GRO Plus, HD GRO,
 additional cost)                     GMWB,
                                      GMIB,
                                      Lifetime Five, Spousal
                                      Lifetime Five,
                                      Highest Daily Lifetime
                                      Five, Highest Daily Lifetime
                                      Seven (and spousal version)
- --------------------------------------------------------------------------
Annuity Rewards                       Available after initial
                                      withdrawal period
- --------------------------------------------------------------------------



                                      D-2




 The Account Value assumes no surrender, while the Surrender Value assumes a
 100% surrender two days prior to the anniversary of the Issue Date of the
 Annuity ("Annuity Anniversary"), therefore reflecting the withdrawal charge
 applicable to that Annuity year. Note that a withdrawal on the Annuity
 Anniversary would be subject to the withdrawal charge applicable to the next
 Annuity year, which usually is lower. The values that you actually experience
 under an Annuity will be different than what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).



 0% Gross Rate of Return





             ---------------------------------------------------------
                Optimum Four          Optimum          Optimum Plus
             ---------------------------------------------------------
             Net rate of return  Net rate of return Net rate of return
             All years  -2.60%   Yrs 1-8   -2.21%   Yrs 1-10  -2.60%
                                  Yrs 9+   -1.61%   Yrs 11+   -1.61%
             ---------------------------------------------------------
             Contract  Surrender Contract Surrender Contract Surrender
               Value     Value    Value     Value    Value     Value
         -------------------------------------------------------------
                                           
          1   97,403    88,903    97,798   90,298   103,734   94,734
         -------------------------------------------------------------
          2   94,833    86,833    95,605   88,605   100,999   91,999
         -------------------------------------------------------------
          3   92,329    85,329    93,460   86,960    98,335   90,335
         -------------------------------------------------------------
          4   89,891    83,891    91,362   85,362    95,740   88,740
         -------------------------------------------------------------
          5   87,516    87,516    89,310   84,310    93,213   87,213
         -------------------------------------------------------------
          6   87,881    87,881    87,793   83,793    90,752   85,752
         -------------------------------------------------------------
          7   85,559    85,559    85,821   82,821    88,354   84,354
         -------------------------------------------------------------
          8   83,297    83,297    83,892   81,892    86,019   83,019
         -------------------------------------------------------------
          9   81,094    81,094    82,502   82,502    83,745   81,745
         -------------------------------------------------------------
         10   78,948    78,948    81,136   81,136    81,531   80,531
         -------------------------------------------------------------
         11   76,858    76,858    79,793   79,793    80,178   80,178
         -------------------------------------------------------------
         12   74,823    74,823    78,471   78,471    78,850   78,850
         -------------------------------------------------------------
         13   72,840    72,840    77,170   77,170    77,543   77,543
         -------------------------------------------------------------
         14   70,909    70,909    75,890   75,890    76,257   76,257
         -------------------------------------------------------------
         15   69,029    69,029    74,631   74,631    74,992   74,992
         -------------------------------------------------------------
         16   67,197    67,197    73,392   73,392    73,748   73,748
         -------------------------------------------------------------
         17   65,413    65,413    72,174   72,174    72,523   72,523
         -------------------------------------------------------------
         18   63,676    63,676    70,974   70,974    71,319   71,319
         -------------------------------------------------------------
         19   61,984    61,984    69,795   69,795    70,133   70,133
         -------------------------------------------------------------
         20   60,335    60,335    68,634   68,634    68,967   68,967
         -------------------------------------------------------------
         21   58,730    58,730    67,492   67,492    67,820   67,820
         -------------------------------------------------------------
         22   57,167    57,167    66,368   66,368    66,691   66,691
         -------------------------------------------------------------
         23   55,644    55,644    65,263   65,263    65,580   65,580
         -------------------------------------------------------------
         24   54,161    54,161    64,175   64,175    64,488   64,488
         -------------------------------------------------------------
         25   52,717    52,717    63,105   63,105    63,413   63,413
         -------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses =0.97%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary





                              --------------------
                              Gross Return   0.00%
                              --------------------
                                          
                              L Share Bonus  2.75%
                              --------------------
                              B Share Bonus  0.50%
                              --------------------
                              X Share Credit 6.50%
                              --------------------






                          Over 30 Years, days won
                                Total Days        Year  Actual Days
             ------------------------------------------------------
                                               
             OPTIMUM FOUR          1459            4-5   1460-1824
                                                   6-8   1826-2919
             ------------------------------------------------------
               OPTIMUM             575              9    2972-3284
                                                   10    3388-3649
             ------------------------------------------------------
             OPTIMUM PLUS          7091            1-4    1-1459
                                                    5      1825
                                                   8-9   2920-2971
                                                  9-10   3285-3387
                                                  10-25  3650-9125
             ------------------------------------------------------



                                      D-3







 6% Gross Rate of Return





             ---------------------------------------------------------
                Optimum Four          Optimum          Optimum Plus
             ---------------------------------------------------------
             Net rate of return  Net rate of return Net rate of return
             All years   3.24%   Yrs 1-8    3.66%   Yrs 1-10   3.24%
                                  Yrs 9+    4.29%   Yrs 11+    4.29%
             ---------------------------------------------------------
             Contract  Surrender Contract Surrender Contract Surrender
               Value     Value    Value     Value    Value     Value
         -------------------------------------------------------------
                                           
          1   103,231    94,731  103,649    96,149  109,941   100,941
         -------------------------------------------------------------
          2   106,575    98,575  107,443   100,443  113,466   104,466
         -------------------------------------------------------------
          3   110,028   103,028  111,375   104,875  117,106   109,106
         -------------------------------------------------------------
          4   113,593   107,593  115,451   109,451  120,864   113,864
         -------------------------------------------------------------
          5   117,273   117,273  119,676   114,676  124,744   118,744
         -------------------------------------------------------------
          6   123,911   123,911  124,574   120,574  128,749   123,749
         -------------------------------------------------------------
          7   127,925   127,925  129,133   126,133  132,884   128,884
         -------------------------------------------------------------
          8   132,070   132,070  133,858   131,858  137,153   134,153
         -------------------------------------------------------------
          9   136,349   136,349  139,598   139,598  141,560   139,560
         -------------------------------------------------------------
         10   140,766   140,766  145,586   145,586  146,110   145,110
         -------------------------------------------------------------
         11   145,326   145,326  151,831   151,831  152,337   152,337
         -------------------------------------------------------------
         12   150,035   150,035  158,344   158,344  158,835   158,835
         -------------------------------------------------------------
         13   154,895   154,895  165,136   165,136  165,612   165,612
         -------------------------------------------------------------
         14   159,914   159,914  172,219   172,219  172,679   172,679
         -------------------------------------------------------------
         15   165,095   165,095  179,607   179,607  180,050   180,050
         -------------------------------------------------------------
         16   170,443   170,443  187,311   187,311  187,737   187,737
         -------------------------------------------------------------
         17   175,965   175,965  195,345   195,345  195,753   195,753
         -------------------------------------------------------------
         18   181,666   181,666  203,725   203,725  204,113   204,113
         -------------------------------------------------------------
         19   187,552   187,552  212,463   212,463  212,832   212,832
         -------------------------------------------------------------
         20   193,628   193,628  221,577   221,577  221,925   221,925
         -------------------------------------------------------------
         21   199,901   199,901  231,082   231,082  231,408   231,408
         -------------------------------------------------------------
         22   206,377   206,377  240,994   240,994  241,298   241,298
         -------------------------------------------------------------
         23   213,063   213,063  251,331   251,331  251,612   251,612
         -------------------------------------------------------------
         24   219,966   219,966  262,112   262,112  262,368   262,368
         -------------------------------------------------------------
         25   227,093   227,093  273,355   273,355  273,586   273,586
         -------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses = 0.97%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary





                              --------------------
                              Gross Return   6.00%
                              --------------------
                                          
                              L Share Bonus  2.75%
                              --------------------
                              B Share Bonus  0.50%
                              --------------------
                              X Share Credit 6.50%
                              --------------------






                          Over 30 Years, days won
                                Total Days        Year  Actual Days
             ------------------------------------------------------
                                               
             OPTIMUM FOUR          364              6    1826-2189
             ------------------------------------------------------
               OPTIMUM             132              9    3274-3284
                                                   10    3529-3649
             ------------------------------------------------------
             OPTIMUM PLUS          8629            1-5    1-1825
                                                   6-9   2190-3273
                                                  9-10   3285-3528
                                                  10-25  3650-9125
             ------------------------------------------------------




                                      D-4






 10% Gross Rate of Return





             ---------------------------------------------------------
                Optimum Four          Optimum          Optimum Plus
             ---------------------------------------------------------
             Net rate of return  Net rate of return Net rate of return
             All years   7.14%   Yrs 1-8    7.57%   Yrs 1-10   7.14%
                                  Yrs 9+    8.22%   Yrs 11+    8.22%
             ---------------------------------------------------------
             Contract  Surrender Contract Surrender Contract Surrender
               Value     Value    Value     Value    Value     Value
         -------------------------------------------------------------
                                           
          1   107,115    98,615  107,550   100,050  114,078   105,078
         -------------------------------------------------------------
          2   114,759   106,759  115,693   108,693  122,181   113,181
         -------------------------------------------------------------
          3   122,947   115,947  124,452   117,952  130,861   122,861
         -------------------------------------------------------------
          4   131,720   125,720  133,875   127,875  140,162   133,162
         -------------------------------------------------------------
          5   141,120   141,120  144,011   139,011  150,126   144,126
         -------------------------------------------------------------
          6   154,135   154,135  155,452   151,452  160,800   155,800
         -------------------------------------------------------------
          7   165,133   165,133  167,222   164,222  172,237   168,237
         -------------------------------------------------------------
          8   176,917   176,917  179,883   177,883  184,490   181,490
         -------------------------------------------------------------
          9   189,541   189,541  194,675   194,675  197,617   195,617
         -------------------------------------------------------------
         10   203,066   203,066  210,687   210,687  211,680   210,680
         -------------------------------------------------------------
         11   217,556   217,556  228,016   228,016  229,047   229,047
         -------------------------------------------------------------
         12   233,079   233,079  246,770   246,770  247,848   247,848
         -------------------------------------------------------------
         13   249,711   249,711  267,067   267,067  268,195   268,195
         -------------------------------------------------------------
         14   267,530   267,530  289,033   289,033  290,216   290,216
         -------------------------------------------------------------
         15   286,619   286,619  312,806   312,806  314,048   314,048
         -------------------------------------------------------------
         16   307,071   307,071  338,534   338,534  339,841   339,841
         -------------------------------------------------------------
         17   328,983   328,983  366,378   366,378  367,755   367,755
         -------------------------------------------------------------
         18   352,458   352,458  396,512   396,512  397,964   397,964
         -------------------------------------------------------------
         19   377,608   377,608  429,125   429,125  430,659   430,659
         -------------------------------------------------------------
         20   404,552   404,552  464,421   464,421  466,042   466,042
         -------------------------------------------------------------
         21   433,420   433,420  502,619   502,619  504,336   504,336
         -------------------------------------------------------------
         22   464,347   464,347  543,959   543,959  545,779   545,779
         -------------------------------------------------------------
         23   497,481   497,481  588,699   588,699  590,632   590,632
         -------------------------------------------------------------
         24   532,979   532,979  637,119   637,119  639,173   639,173
         -------------------------------------------------------------
         25   571,010   571,010  689,522   689,522  691,706   691,706
         -------------------------------------------------------------




 Assumptions:

 a. $100,000 initial investment

 b. Fund Expenses =0.97%

 c. No optional death benefits or living benefits elected

 d. Annuity was issued on or after February 13, 2006

 e. Surrender value assumes surrender 2 days before policy anniversary


                                      D-5



 APPENDIX E - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE INCOME
                                    BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your Annuity. However, as discussed in the
 "Living Benefits" section, we reserve the right to modify this formula with
 respect to those who elect Highest Daily Lifetime Five in the future.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
   .   C\\u\\ - the upper target is established on the effective date of the
       Highest Daily Lifetime Five benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   C\\t\\ - the target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 80%.

   .   C\\l\\ - the lower target is established on the Effective Date and is
       not changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current Valuation Day.

   .   r - the target ratio.

   .   a - the factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee. The factors that we use currently are derived from the
       a2000 Individual Annuity Mortality Table with an assumed interest rate
       of 3%. Each number in the table "a" factors (which appears below)
       represents a factor, which when multiplied by the Highest Daily Annual
       Income Amount, projects our total liability for the purpose of asset
       transfers under the guarantee.

   .   Q - age based factors used in calculating the target value. These
       factors are established on the Effective Date and are not changed for
       the life of the guarantee. The factor is currently set equal to 1.

   .   V - the total value of all Permitted Sub-accounts in the Annuity.

   .   F - the total value of all Benefit Fixed Rate Account allocations.

   .   I - the income value prior to the first withdrawal. The income value is
       equal to what the Highest Daily Annual Income Amount would be if the
       first withdrawal were taken on the date of calculation. After the first
       withdrawal the income value equals the greater of the Highest Daily
       Annual Income Amount, the quarterly step-up amount times the annual
       income percentage, and the Account Value times the annual income
       percentage.

   .   T - the amount of a transfer into or out of the Benefit Fixed Rate
       Account.

   .   I% - annual income amount percentage. This factor is established on the
       Effective Date and is not changed for the life of the guarantee.
       Currently, this percentage is equal to 5%

 TARGET VALUE CALCULATION:
 On each Valuation Day, a target value (L) is calculated, according to the
 following formula. If the variable Account Value (V) is equal to zero, no
 calculation is necessary.

       L = I * Q * a

 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:


                                     
                       Target Ratio r   =   (L - F) / V.


       .   If r ((greater than)) C\\u\\, assets in the Permitted Sub-accounts
           are transferred to Benefit Fixed Rate Account.

       .   If r ((less than)) C\\l\\, and there are currently assets in the
           Benefit Fixed Rate Account (F ((greater than)) 0), assets in the
           Benefit Fixed Rate Account are transferred to the Permitted
           Sub-accounts.

                                      E-1



 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines the transfer amount:



                                             
 T   =   {Min(V, [L - F - V * C\\t\\] / (1-C\\t\\))}   T(greater than)0, Money moving from the Permitted
                                                       Sub-accounts to the Benefit Fixed Rate Account
 T   =   {Min(F, [L - F - V * C\\t\\] / (1-C\\t\\))}   T(less than)0, Money moving from the Benefit Fixed Rate
                                                       Account to the Permitted Sub-accounts]



 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:


                           
                          L   =   I * Q * a
                              =   5000.67 * 1 * 15.34
                              =   76,710.28


 Target Ratio:


                       
                      r   =   (L - F) / V
                          =   (76,710.28 - 0) / 92,300.00
                          =   83.11%


 Since r ((greater than)) Cu (because 83.11% (greater than) 83%) a transfer
 into the Benefit Fixed rate Account occurs.


  
 T   =   { Min ( V, [ L - F - V * Ct] / ( 1 - Ct))}
     =   { Min ( 92,300.00, [ 76,710.28 - 0 - 92,300.00 * 0.80] / ( 1 - 0.80))}
     =   { Min ( 92,300.00, 14,351.40 )}
     =   14,351.40


                                      E-2



                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*



       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
   1   15.34  15.31 15.27 15.23  15.2 15.16 15.13 15.09 15.05 15.02 14.98 14.95
   2   14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
   3   14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
   4   14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
   5   13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
   6   13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
   7   12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
   8   12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
   9   11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10   11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11   10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12   10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13   10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14    9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15    9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16    8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17    8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18    8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19    7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20    7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21    6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22    6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23    6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24    5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25    5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26    5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27    4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28    4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29    4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30    4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31    4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32    3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33    3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34    3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35    3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36    3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37    2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38    2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39    2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40    2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41    2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17


 *  The values set forth in this table are applied to all ages.

                                      E-3



   APPENDIX F - ANNUITIES APPROVED FOR SALE BY THE NEW YORK STATE INSURANCE
                                  DEPARTMENT




                   Optimum Four NY        Optimum NY         Optimum Plus NY
 ------------------------------------------------------------------------------
                                                  
 Minimum         $10,000              $1,000               $10,000
  Investment
 ------------------------------------------------------------------------------
 Maximum Issue   Annuitant 85         Annuitant 85         Annuitant 85
  Age            Oldest Owner 85      Oldest Owner 80      Oldest Owner 75
 ------------------------------------------------------------------------------
 Contingent      4 Years              7 Years              10 Years
  Deferred       (7%, 6%, 5%, 4%)     (7%, 6%, 5%, 4%,     (9%, 9%, 8%, 7%,
  Sales Charge   (Applied to          3%, 2%, 1%)          6%, 5%, 4%, 3%, 2%,
  Schedule       Purchase Payments    (Applied to          1%) (Applied to
                 based on the         Purchase Payments    Purchase Payments
                 inception date of    based on the         based on the
                 the Annuity)         inception date of    inception date of
                                      the Annuity)         the Annuity)
 ------------------------------------------------------------------------------
 Insurance       1.65%                0.65%                0.65%
  Charge
 ------------------------------------------------------------------------------
 Distribution    N/A                  0.60% annuity years  1.00% annuity years
  Charge                              1-7                  1-10
                                      0.0% annuity years   0.00% annuity years
                                      8+                   11+
 ------------------------------------------------------------------------------
 Annual          Lesser of $30 or 2%  Lesser of $30 or 2%  Lesser of $30 or 2%
  Maintenance    of Account Value     of Account Value     of Account Value
  Fee            Waived for Account   Waived for Account
                 Values exceeding     Values exceeding
                 $100,000             $100,000
 ------------------------------------------------------------------------------
 Transfer Fee    $10 after twenty in  $10 after twenty in  $10 after twenty in
                 any annuity year.    any annuity year.    any annuity year
                                      May be increased to
                                      $15 after eight in
                                      any annuity year
 ------------------------------------------------------------------------------
 Contract Credit Yes. Effective for   Yes. Effective for   Yes The amount of
                 Contracts issued on  Contracts issued on  the credit applied
                 or after June 20,    or after July 24,    to a Purchase
                 2005. Generally we   2006. Generally we   Payment is based on
                 apply a Loyalty      apply a Loyalty      the year the
                 Credit to your       Credit to your       Purchase Payment is
                 Annuity's Account    Annuity's Account    received, for the
                 Value at the end of  Value at the end of  first 6 years of
                 your fifth contract  your fifth contract  the contract.
                 year (i.e. on your   year (i.e. on your   Currently the
                 fifth Contract       fifth Contract       credit percentages
                 Anniversary).        Anniversary).        for each year
                 Currently the        Currently the        starting with the
                 Loyalty Credit is    Loyalty Credit is    first year are:
                 equal to 2.75% of    equal to 0.50% of    6.50%, 5.00%,
                 total Purchase       total Purchase       4.00%, 3.00%,
                 Payments made        Payments made        2.00%, and 1.00%.
                 during the first     during the first
                 four contract years  four contract years
                 less the cumulative  less the cumulative
                 amount of            amount of
                 withdrawals made     withdrawals made
                 (including the       (including the
                 deduction of any     deduction of any
                 CDSC amounts)        CDSC amounts)
                 through the fifth    through the fifth
                 Contract Anniversary Contract
                                      Anniversary.
 ------------------------------------------------------------------------------
 Fixed           Fixed Allocations    Fixed Allocations    No
  Allocation     Available            Available
  (If            (Currently offering  (Currently offering
  available,     durations of: 5, 7,  durations of: 2, 3,
  early          and 10 years) The    5, 7, and 10 years)
  withdrawals    MVA formula for NY   The MVA formula for
  are subject    is [(1+I)/ (1+J)]    NY is [(1+I)/
  to a Market    N 365 The MVA        (1+J)] N 365 The
  Value          formula does not     MVA formula does
  Adjustment)    apply during the 30  not apply during
  ("MVA")        day period           the 30 day period
                 immediately before   immediately before
                 the end of the       the end of the
                 Guarantee Period.    Guarantee Period.
 ------------------------------------------------------------------------------
 Variable        All options          All options          All options
  Investment     generally available  generally available  generally available
  Options        except where         except where         except where
                 restrictions apply   restrictions apply   restrictions apply
                 when certain riders  when certain riders  when certain riders
                 are purchased.       are purchased.       are purchased.
 ------------------------------------------------------------------------------
 Basic Death     The greater of:      The greater of:      The greater of:
  Benefit        Purchase Payments    Purchase Payments    Purchase Payments
                 less proportional    less proportional    less proportional
                 withdrawals or       withdrawals or       withdrawals or
                 Account Value        Account Value        Account Value
                 (variable) plus      (variable) plus      (variable) (No MVA
                 Interim Value        Interim Value        applied)
                 (fixed). (No MVA     (fixed). (No MVA
                 applied)             applied)
 ------------------------------------------------------------------------------



                                      F-1






                                          Optimum Four NY                                      Optimum NY
- --------------------------------------------------------------------------------------------------------------------------------
                                                                             
Optional Death Benefits (for an                 HAV                                          HAV
 additional cost)/(1)/
- --------------------------------------------------------------------------------------------------------------------------------
Optional Living Benefits (for an                GRO/GRO Plus, Highest Daily                  GRO/GRO Plus, Highest Daily
 additional cost)/(2,3)/                        GRO, GMWB, GMIB, Lifetime                    GRO, GMWB, GMIB, Lifetime
                                                Five, Spousal Lifetime Five,                 Five, Spousal Lifetime Five,
                                                Highest Daily Lifetime Five,                 Highest Daily Lifetime Five,
                                                Highest Daily Lifetime Seven,                Highest Daily Lifetime Seven,
                                                Spousal Highest Daily Lifetime               Spousal Highest Daily Lifetime
                                                Seven                                        Seven
- --------------------------------------------------------------------------------------------------------------------------------
Annuity Rewards/(4)/                            Available after initial CDSC                 Available after initial CDSC
                                                period                                       period
- --------------------------------------------------------------------------------------------------------------------------------
Annuitization Options                           Fixed option only Annuity date               Fixed option only Annuity date
                                                cannot exceed the first day of the           cannot exceed the first day of the
                                                calendar month following                     calendar month following
                                                Annuitant's 90/th/ birthday The              Annuitant's 90/th/ birthday The
                                                maximum Annuity Date is based                maximum Annuity Date is based
                                                on the first Owner or Annuitant to           on the first Owner or Annuitant to
                                                reach the maximum age, as                    reach the maximum age, as
                                                indicated in your Annuity.                   indicated in your Annuity.
- --------------------------------------------------------------------------------------------------------------------------------





                                          Optimum Plus NY
- ----------------------------------------------------------------------------------
                              
Optional Death Benefits (for an                 HAV
 additional cost)/(1)/
- ----------------------------------------------------------------------------------
Optional Living Benefits (for an                GRO/GRO Plus, Highest Daily
 additional cost)/(2,3)/                        GRO, GMWB, GMIB, Lifetime
                                                Five, Spousal Lifetime Five,
                                                Highest Daily Lifetime Five
                                                Highest Daily Lifetime Seven,
                                                Spousal Highest Daily Lifetime
                                                Seven
- ----------------------------------------------------------------------------------
Annuity Rewards/(4)/                            Available after initial CDSC
                                                period
- ----------------------------------------------------------------------------------
Annuitization Options                           Fixed option only Annuity date
                                                cannot exceed the first day of the
                                                calendar month following
                                                Annuitant's 90/th/ birthday The
                                                maximum Annuity Date is based
                                                on the first Owner or Annuitant to
                                                reach the maximum age, as
                                                indicated in your Annuity.
- ----------------------------------------------------------------------------------



 (1)For more information on these benefits, refer to the "Death Benefit"
    section in the Prospectus.
 (2)For more information on these benefits, refer to the "Living Benefit
    Programs" section in the Prospectus.

 (3)Please note that Highest Daily GRO, Highest Daily Lifetime Seven, and
    Spousal Highest Daily Seven are subject to review by the New York Insurance
    Department, and will be offered in New York upon our receipt of the
    Department's approval.
 (4)The Annuity rewards benefit offers Owners an ability to increase the
    guaranteed death benefit so that the death benefit will at least equal the
    Annuity's Account Value on the effective date of the Annuity Rewards
    benefits, if the terms of the Annuity Rewards benefit are met.


                                      F-2




 APPENDIX G - ASSET TRANSFER FORMULA UNDER GRO PLUS 2008 AND HIGHEST DAILY GRO

 The following are the Terms and Definitions referenced in the Transfer
 Calculation Formula:
   .   AV is the current Account Value of the Annuity
   .   V is the current Account Value of the elected Sub-accounts of the Annuity
   .   B is the total current value of the AST bond portfolio Sub-account
   .   C\\l\\ is the lower target value. Currently, it is 79%.
   .   C\\t\\ is the middle target value. Currently, it is 82%.
   .   C\\u\\ is the upper target value. Currently, it is 85%.

 For each guarantee provided under the program,
   .   G\\i\\ is the guarantee amount
   .   N\\i\\ is the number of days until the maturity date
   .   d\\i\\ is the discount rate applicable to the number of days until the
       maturity date. It is determined with reference to a benchmark index,
       reduced by the Discount Rate Adjustment. Once selected, we will not
       change the applicable benchmark index. However, if the benchmark index
       is discontinued, we will substitute a successor benchmark index, if
       there is one. Otherwise we will substitute a comparable benchmark index.
       We will obtain any required regulatory approvals prior to substitution
       of the benchmark index.

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

 The formula begins by determining the value on that Valuation Day that, if
 appreciated at the applicable discount rate, would equal the guarantee amount
 at the end of the Base Guarantee Period or Step-Up Guarantee Period. We call
 the greatest of these values the "current liability (L)."




              
             L   =   MAX (Li), where Li = Gi / (1 + di)/(Ni/365)/.




 Next the formula calculates the following formula ratio:




                               
                              r   =   (L - B) / V.




 If the formula ratio exceeds an upper target value, then all or a portion of
 the Account Value will be transferred to the bond fund Sub-account associated
 with the current liability. If at the time we make a transfer to the bond fund
 Sub-account associated with the current liability there is Account Value
 allocated to a bond fund Sub-account not associated with the current
 liability, we will transfer all assets from that bond fund Sub-account to the
 bond fund Sub-account associated with the current liability.

 The formula will transfer assets into the Transfer Account if r (greater than)
 C\\u\\.

 The transfer amount is calculated by the following formula:




                   
                  T   =   {Min(V, [L - B - V*Ct] / (1 - Ct))}




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

 The transfer amount is calculated by the following formula:




                   
                  T   =   {Min(B, - [L - B- V*Ct] / (1 - Ct))}




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


                                      G-1




 APPENDIX H - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME SEVEN INCOME
        BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
   .   C\\u\\ - the upper target is established on the effective date of the
       Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   C\\t\\ - the target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 80%.

   .   C\\l\\ - the lower target is established on the Effective Date and is
       not changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V - the total value of all Permitted Sub-accounts in the annuity.

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

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.

   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account

 *  Note: withdrawals of less than the Annual Income Amount do not reduce the
    Income Basis.

 TARGET VALUE CALCULATION:
 On each business day, a target value (L) is calculated, according to the
 following formula. If the variable account value (V) is equal to zero, no
 calculation is necessary.

       L = 0.05 * P * a

 Transfer Calculation:
 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:




                                     
                       Target Ratio r   =   (L - B) / V.




   .   If r (greater than) Cu, assets in the Permitted Sub-accounts are
       transferred to the AST Investment Grade Bond Portfolio Sub-account.

   .   If r (less than) Cl, and there are currently assets in the AST
       Investment Grade Bond Portfolio Sub-account (B (greater than) 0), assets
       in the AST Investment Grade Bond Portfolio Sub-account are transferred
       to the Permitted Sub-accounts according to most recent allocation
       instructions.

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines the transfer amount:




                                           
 T   =   {Min(V, [L - B - V * Ct] / (1 - Ct))},      Money moving from the Permitted Sub-accounts
                                                     to the AST Investment Grade Bond Portfolio
                                                     Sub-account
 T   =   {Min(B, -- [L - B - V * Ct] / (1 - Ct))},   Money moving from the AST Investment Grade
                                                     Bond Portfolio Sub-account to the Permitted
                                                     Sub-accounts]



                                      H-1




                     "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*





       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
   1   15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
   2   14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
   3   14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
   4   14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
   5   13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
   6   13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
   7   12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
   8   12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
   9   11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10   11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11   10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12   10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13   10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14    9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15    9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16    8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17    8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18    8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19    7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20    7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21    6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22    6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23    6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24    5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25    5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26    5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27    4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28    4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29    4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30    4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31    4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32    3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33    3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34    3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35    3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36    3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37    2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38    2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39    2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40    2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41    2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17




 *  The values set forth in this table are applied to all ages.


                                      H-2





                                         
                          PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
                          FURTHER DETAILS ABOUT THE PRUDENTIAL ANNUITY DESCRIBED IN
                          PROSPECTUS (PLEASE CHECK ONE) OPTIMUM (05/2008) ______, OPTIMUM FOUR
                          (05/2008) ______, OPTIMUM PLUS (05/2008) ______.
                                            ---------------------------------------
                                              (print your name)
                                            ---------------------------------------
                                                  (address)
                                            ---------------------------------------
                                             (city/state/zip code)






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




  Variable Annuity Issued by:                Variable Annuity Distributed by:
  PRUDENTIAL ANNUITIES LIFE
  ASSURANCE CORPORATION                                  PRUDENTIAL ANNUITIES
  A Prudential Financial Company                                 DISTRIBUTORS
  One Corporate Drive                          A Prudential Financial Company
  Shelton, Connecticut 06484                              One Corporate Drive
  Telephone: 1-800-752-6342                        Shelton, Connecticut 06484
  http://www.prudential.com                           Telephone: 203-926-1888
                                                    http://www.prudential.com


                               MAILING ADDRESSES:


                   PRUDENTIAL ANNUITIES - VARIABLE ANNUITIES

                                 P.O. Box 7960
                             Philadelphia, PA 19176

                                 EXPRESS MAIL:

                   PRUDENTIAL ANNUITIES - VARIABLE ANNUITIES

                                2101 Welsh Road
                               Dresher, PA 19025



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution: Not Applicable.

Item 15. Indemnification of Directors and Officers: Under Section 33-320a of
the Connecticut General Statutes, the Registrant must indemnify a director or
officer against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses including attorneys' fees, for actions brought or
threatened to be brought against him in his capacity as a director or officer
when certain disinterested parties determine that he acted in good faith and in
a manner he reasonably believed to be in the best interests of the Registrant.
In any criminal action or proceeding, it also must be determined that the
director or officer had no reason to believe his conduct was unlawful. The
director or officer must also be indemnified when he is successful on the
merits in the defense of a proceeding or in circumstances where a court
determines that he is fairly and reasonable entitled to be indemnified, and the
court approves the amount. In shareholder derivative suits, the director or
officer must be finally adjudged not to have breached this duty to the
Registrant or a court must determine that he is fairly and reasonably entitled
to be indemnified and must approve the amount. In a claim based upon the
director's or officer's purchase or sale of the Registrants' securities, the
director or officer may obtain indemnification only if a court determines that,
in view of all the circumstances, he is fairly and reasonably entitled to be
indemnified and then for such amount as the court shall determine. The By-Laws
of Prudential Annuities Life Assurance Corporation ("PALAC") also provide
directors and officers with rights of indemnification, consistent with
Connecticut Law.

The foregoing statements are subject to the provisions of Section 33-320a.

Directors and officers of PALAC and Prudential Annuities Distributors, Inc.
("PAD") can also be indemnified pursuant to indemnity agreements between each
director and officer and Prudential Annuities, Inc., a corporation organized
under the laws of the state of Delaware. The provisions of the indemnity
agreement are governed by Section 45 of the General Corporation Law of the
State of Delaware.

The directors and officers of PALAC and PAD are covered under a directors and
officers liability insurance policy. Such policy will reimburse PALAC or PAD,
as applicable, for any payments that it shall make to directors and officers
pursuant to law and, subject to certain exclusions contained in the policy,
will pay any other costs, charges and expenses, settlements and judgments
arising from any proceeding involving any director or officer of PALAC or PAD,
as applicable, in his or her past or present capacity as such.

Item 16. Exhibits:

        Exhibits                                                Page
        --------------------------------------------  ------------------------

1       Underwriting agreement incorporated by
        reference to Post Effective Amendment No. 1
        to Registration Statement No. 333-25733,
        filed via EDGAR March 2, 1998.

2       Plan of acquisition, reorganization,          Not applicable
        arrangement, liquidation or succession

3       Articles of incorporation and by-laws
        incorporated by reference to Post-Effective
        Amendment No. 6 to Registration Statement
        No. 33-87010, filed via EDGAR March 2, 1998.

4       Instruments defining the rights of security
        holders, including indentures, incorporated
        by reference to Post-Effective Amendment No.
        3 to Registration Statement No. 33-87010,
        filed via EDGAR April 25, 1996.

5       Opinion re legality                           (included as Exhibit 23b)

6 - 9                                                 Not applicable

10      Material contracts (Investment Management
        Agreement):

        (a) Agreement with Alliance Capital
            Management L.P. incorporated by
            reference to Post- Effective No. 3 to
            Registration Statement No. 33-53507,
            filed via EDGAR April 26, 2002.

        (b) Agreement with Blackrock Financial
            Management, Inc. incorporated by
            reference to Post-Effective No. 3 to
            Registration Statement No. 33-53507,
            filed via EDGAR April 26, 2002.

11 - 22                                               Not applicable

23a     Consent of PricewaterhouseCoopers LLP         FILED HEREWITH

23b     Opinion & Consent of Counsel                  Filed via EDGAR with
                                                      Post Effective
                                                      Amendment No. 5 to
                                                      this Registration
                                                      Statement
                                                      No. 333-24989 filed
                                                      April 20, 2004.

24      (a) Powers of Attorney for Directors James J. Avery, Helen M. Galt,
        Kenneth Y. Tanji, and Bernard J. Jacob, David R. Odenath, Chief
        Executive Officer, President and Director

        filed with Post-Effective Amendment No. 1 to Registration Statement
        No. 333-136996, filed October 6, 2006.

25 - 28                                               Not applicable



An index to the financial statement schedules is omitted because it is not
required or is not applicable.

Item 17. Undertakings: The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
post-effective amendments to this registration statement:

   (i) To include any prospectus required by section 10 (a)(3) of the
Securities Act of 1933;

   (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and

   (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) 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.

LEGAL EXPERTS: The Counsel of Prudential Annuities Life Assurance Corporation
has passed on the legal matters with respect to Federal laws and regulations
applicable to the issue and sale of the Annuities and with respect to
Connecticut law.



                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Shelton, State of Connecticut, on the 18th day of
April, 2008.

                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
                                   Depositor


By: /s/ C. Christopher Sprague
    --------------------------
    C. Christopher Sprague,
    Vice President, Corporate
    Counsel

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                              Title                       Date
- ---------              -------------------------------------  ---------------
                       (Principal Executive Officer)

David R. Odenath*      Chief Executive Officer and President  April 18, 2008
- ---------------------
David R. Odenath

                       (Principal Financial Officer and
                       Principal Accounting Officer)

Kenneth Y. Tanji*      Executive Vice President and           April 18, 2008
- ---------------------  Chief Financial Officer
Kenneth Y. Tanji

                       (Board of Directors)


James Avery*           Bernard J. Jacob*                      Helen Galt*
- -------------------    ------------------------------         ----------------
James Avery            Bernard J. Jacob                       Helen Galt

Kenneth Y. Tanji*      David R. Odenath*
- -------------------    ------------------------------
Kenneth Y. Tanji       David R. Odenath


By: /s/ C. Christopher Sprague
    --------------------------
    C. Christopher Sprague
- --------
* Executed by C. Christopher Sprague on behalf of those indicated pursuant to
  Power of Attorney



                                   Exhibits

Exhibit 23a   Consent of PricewaterhouseCoopers LLP. FILED HEREWITH